Common use of Voting for the Election of Directors Clause in Contracts

Voting for the Election of Directors. As long as at least 1,000,000 shares of Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock remain outstanding (as adjusted for any stock splits, stock dividends, combinations, recapitalizations and the like), the holders of such shares of Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (voting as a single class on an as-converted basis) shall be entitled to elect six (6) directors of this Corporation at each annual election of directors. The holders of the Common Stock (voting as a separate class) shall be entitled to elect one (1) director of this Corporation at each annual election of directors. The remaining members of the Company’s Board of Directors shall be elected by a majority of the holders of the outstanding Common Stock, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (voting together as a single class on an as-converted basis). In the case of any vacancy (other than a vacancy caused by removal) in the office of a director occurring among the directors elected by the holders of a class or series of stock pursuant to this Section 5(b), the remaining directors so elected by that class or series may by affirmative vote (or consent in lieu thereof) of a majority thereof (or the remaining director so elected if there be but one, or if there are no such directors remaining, by the affirmative vote, or consent in lieu thereof, of the holders of a majority of the shares of that class or series), elect a successor or successors to hold office for the unexpired term of the director or directors whose place or places shall be vacant. Any director who shall have been elected by the holders of a class or series of stock or by any directors so elected, as provided in the immediately preceding sentence hereof, may be removed during the aforesaid term of office, either with or without cause, by, and only by, the affirmative vote (or consent in lieu thereof) of the holders of a majority of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders, and any vacancy thereby created may be filled by the holders of that class or series of stock represented at the meeting or pursuant to consent in lieu thereof.

Voting for the Election of Directors. As long as at least 1,000,000 15,000,000 shares of Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock remain outstanding (as adjusted for any stock splits, stock dividends, combinations, recapitalizations and the like)outstanding, the holders of such shares of Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock shall be entitled to elect four (4) directors of this corporation at any election of directors. The holders of Preferred Stock and Series D Preferred Common Stock (voting together as a single class and not as separate series, and on an as-converted basis) shall be entitled to elect six (6) any remaining directors of this Corporation at each annual election corporation. Notwithstanding the provisions of directors. The holders Section 223(a)(1) and 223(a)(2) of the Common Stock (voting as a separate class) shall be entitled to elect one (1) director General Corporation Law, any vacancy, including newly created directorships resulting from any increase in the authorized number of directors or amendment of this Corporation at each annual election Certificate, and vacancies created by removal or resignation of directors. The remaining members of the Company’s Board of Directors shall a director, may be elected filled by a majority of the holders of the outstanding Common Stockdirectors then in office, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (voting together as a single class on an as-converted basis). In the case of any vacancy (other though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced; provided, however, that where such vacancy caused by removal) in the office of a director occurring occurs among the directors elected by the holders of a class or series of stock pursuant to this Section 5(b)stock, the remaining directors so elected by that holders of shares of such class or series may override the Board of Directors’ action to fill such vacancy by affirmative vote (i) voting for their own designee to fill such vacancy at a meeting of this corporation’s stockholders or consent in lieu thereof(ii) written consent, if the consenting stockholders hold a sufficient number of shares to elect their designee at a majority thereof (or the remaining director so elected if there be but one, or if there are no such directors remaining, by the affirmative vote, or consent in lieu thereof, meeting of the holders of a majority of the shares of that class or series), elect a successor or successors to hold office for the unexpired term of the director or directors whose place or places shall be vacantstockholders. Any director who shall have been elected by the holders of a class or series of stock or by any directors so elected, as provided in the immediately preceding sentence hereof, may be removed during the aforesaid his or her term of office, either with or without cause, by, and only by, the affirmative vote (or consent in lieu thereof) of the holders of a majority of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders, and any vacancy thereby created may be filled by a majority of the holders of that class or series of stock represented at the meeting or pursuant to consent in lieu thereofwritten consent.

Voting for the Election of Directors. As (i) For so long as at least 1,000,000 shares of Series A-2 the Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock remain Shares outstanding represent on a fully converted basis (as adjusted for any stock share splits, stock dividends, combinations, recapitalizations share dividends and the like), five percent (5%) or more of the Company’s outstanding Ordinary Shares, including for this purpose any Ordinary Shares issuable pursuant to any exercisable or convertible securities, options, warrants or other rights, the holders of such shares a majority of Series A-2 the then outstanding Preferred StockShares shall be entitled to elect one (1) director of the Company (the “Preferred Shares Director”) and for the avoidance of doubt, Series B the holders of Ordinary Shares shall not be entitled to vote in the election of the Preferred Stock, Series C Shares Director at any election. The holders of Preferred Stock Shares and Series D Preferred Stock Ordinary Shares (voting together as a single class and on an as-converted basis) shall be entitled to elect six (6) any remaining directors of this Corporation the Company at each annual any election of directors. The holders . (ii) Any vacancy, including newly created directorships resulting from any increase in the authorized number of directors or amendment of the Common Stock (voting as Memorandum of Association and/or Articles of Association, and vacancies created by removal or resignation of a separate class) shall director, may be entitled to elect one (1) director of this Corporation at each annual election of directors. The remaining members of the Company’s Board of Directors shall be elected filled by a majority of the holders directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced; provided, however, that where such vacancy occurs with respect to a Preferred Shares Director and the Preferred Shares outstanding represent on a fully converted basis (as adjusted for any share splits, share dividends and the like), five percent (5%) or more of the Company’s outstanding Common StockOrdinary Shares, Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (voting together as a single class on an as-converted basis). In the case of including for this purpose any vacancy (other than a vacancy caused by removal) in the office of a director occurring among the directors elected by the holders of a class or series of stock Ordinary Shares issuable pursuant to this Section 5(b)any exercisable or convertible securities, the remaining directors so elected by that class options, warrants or series may by affirmative vote (or consent in lieu thereof) of a majority thereof (or the remaining director so elected if there be but oneother rights, or if there are no such directors remaining, by the affirmative vote, or consent in lieu thereof, of the holders of a majority of the shares then outstanding Preferred Shares may override the Board of that class or series), elect Directors’ action to fill such vacancy by (i) voting for their own candidate to fill such vacancy at a successor or successors to hold office for the unexpired term meeting of the director Company’s shareholders or directors whose place or places shall be vacant(ii) written consent, if the consenting shareholders hold a sufficient number of shares to elect their candidate at a meeting of the shareholders. Any director who shall have been elected by the holders of a class or series of stock or by any directors so elected, as provided in the immediately preceding sentence hereof, may be removed during the aforesaid his or her term of office, either with or without cause, by, and only by, the affirmative vote (or consent in lieu thereof) of the holders of a majority of the shares of the class or series of stock shares entitled to elect such director or directors, given either at a special meeting of such stockholders shareholders duly called for that purpose or pursuant to a written consent of stockholdersshareholders, and any vacancy thereby created may be filled by a majority of the holders of that class or series of stock shares represented at the meeting or pursuant to consent in lieu thereofwritten consent.