Common use of Board Composition Clause in Contracts

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time The Clearlake Investors and at all times, in whatever manner the HOVRS Parties hereby agree as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Boardfollows: (a) As The Clearlake Investors and the Series A DirectorHOVRS Parties shall take all Necessary Action to cause the Board to be comprised of up to eight (8) directors, one person two (2) of whom shall be designated from by the Clearlake Investors; provided that, if the Clearlake Investors at any time cease to time by a majority own at least 1,600,000 shares of the holders of Series A Preferred Common Stock (the “Series A Designee”), as adjusted for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinationssplits, recapitalizations combinations or similar events), then the Clearlake Investors shall only be entitled to designate one (1) director, and if the likeClearlake Investors at any time cease to own any Common Stock, which individual then the Clearlake Investors shall initially cease to be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;entitled to designate a director. (b) As If the Common Stock Director, one person designated from time number of directors that the Clearlake Investors have the right to time by a majority of designate to the holders of Common Stock (the “Common Stock Designees”Board is decreased pursuant to Section 8.1(a), which individual then the designees appointed by such party shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andresign or, if such person fails to resign, the Clearlake Investors and HOVRS Parties shall take all Necessary Action to immediately remove such director or directors, as the case may be, from the Board. (c) The Company’s Chief Executive OfficerExcept as provided above, who the Clearlake Investors shall have the exclusive right to appoint and remove their designees to the Board, as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve well as the Chief Executive Officer exclusive right to fill vacancies created by reason of death, removal or resignation of such designees, and the Company, each of Clearlake Investors and the Holders HOVRS Parties shall promptly vote their respective Shares (i) take all Necessary Action to remove the former Chief Executive Officer of the Company from cause the Board if such person has not resigned as a member of the Board; and to be so constituted. (iid) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this AgreementSection 8.1, an individual, firm, corporation, partnership, association, limited liability company, trust or the number of shares of Common Stock held by any other entity (collectively, a “Person”) Person shall be deemed an “Affiliate” include all shares of another Common Stock issuable to such Person who, directly or indirectly, controls, is controlled upon the conversion and/or exercise of all securities held by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee Person that are convertible and/or exerciseable for shares of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonCommon Stock.

Board Composition. Each Holder Stockholder (with respect to all shares of Voting Securities that such Stockholder owns or over which such Stockholder otherwise exercises voting power) hereby agrees to vote, or cause to be voted, all Shares owned in person, by such Holderproxy or by action by written consent, or over which such Holder has voting controlas applicable, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders Stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5Stockholders, the following persons shall be elected to the Board: (ai) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for For so long as 1,000,000 share ▇▇▇ ▇. ▇▇▇▇▇ holds shares of Series A Common Stock or Preferred Stock are outstandingStock, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the likeone individual designated by ▇▇▇ ▇. ▇▇▇▇▇, which individual shall initially be ▇▇▇ ▇. ▇▇▇▇▇; (ii) For so long as ▇▇▇▇▇ ▇▇▇▇▇ holds shares of Common Stock or Preferred Stock, one individual designated by ▇▇▇▇▇ ▇▇▇▇▇, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇; (iii) For so long as InterWest Partners LP (the “InterWest Designee”) holds shares of Common Stock or Preferred Stock, one individual designated by the InterWest Designee, which individual shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (biv) As the Common Stock DirectorFor so long as New Enterprise Associates 16, Limited Partnership (“NEA”) holds shares of Series D Convertible Preferred Stock, one person individual designated from time to time by a majority of the holders of Common Stock NEA (the “Common Stock DesigneesNEA Designee”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and; (cv) For so long as Quan Venture Fund I, L.P. (“Quan”) holds shares of Series D Convertible Preferred Stock, one individual designated by Quan and reasonably acceptable to the Board and NEA (the “Quan Designee”), which directorship shall initially be vacant; (vi) The Company’s Chief Executive OfficerOfficer (the “CEO Director”), who as of the date of this Agreement is ▇▇shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; (vii) The Company’s Chief Scientific Officer (the “CSO Director”), who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, provided that if for any reason the CSO Director shall cease to serve as the Chief Scientific Officer of the Company, each of the Stockholders shall promptly vote their respective shares to remove the former Chief Scientific Officer from the Board if such person has not resigned as a member of the Board; and (viii) Subject to Sections 4.1(b)(i) through (vii), any individual designated by the Board, one of which individual(s) shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. To the extent that any of clauses (ai) through (cvii) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon designated by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonBoard.

Board Composition. Each Holder agrees Subject to voteSection 3.2(d), or cause to be voted, all Shares owned the Board shall consist of such number of directors as is determined by such Holder, or over which such Holder has voting control, the Board from time to time and (provided that such number shall not be more than five at all times, in whatever manner as any time prior to an IPO) of which (i) one director shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one a person designated from time to time by a majority of the holders of Series A Preferred Stock Yahoo (the “Series A Yahoo Designee”), provided, that Yahoo’s right to designate a director on the Board shall terminate upon, and be of no force and effect from and after, the first time that Yahoo owns less than the Threshold Number of Equity Securities, (ii) two directors shall be persons designated by the Management Members (each a “Management Member Designee” and collectively, the “Management Member Designees”); provided, that in the event the Management Members, collectively, own a number of Equity Securities amounting to less than 25% of the Management Current Share Number, only one director shall be designated by the Management Members and the Management Members will continue to have the right to designate at least one director on the Board as long as JM owns one share of Equity Security of the Company, and (iii) one director shall be a person designated by SOFTBANK (the “SOFTBANK Designee”), provided, that SOFTBANK’s right to designate a director on the Board shall terminate upon, and be of no force and effect from and after, the first time that SOFTBANK owns less than the Threshold Number of Equity Securities. Without limiting the generality of the requirements of Sections 2.1 and 2.2: (i) for so long as 1,000,000 share of Series A Preferred Stock are outstandinga Shareholder may designate at least one director pursuant to this Section 2.3, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has shall not resigned as a member (A) increase the number of directors of the Board, or (B) designate a new director, without the prior written approval of each such Shareholder; and (ii) the Shareholders and Subordinate Shareholders will take all actions necessary to elect such person’s replacement as Chief Executive Officer effect the provisions of the Company as the new CEO Director. To the extent that this Section 2.3 and any of clauses (a) through (c) above shall not be applicable, any member determination or resolution of the Board who would otherwise have been designated in accordance with under this Section 2.3, including amending the terms thereof shall instead be voted upon by all Memorandum and Articles to increase or decrease the Holders numbers of directors on the Company entitled to vote thereon in accordance with, Board and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust electing or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personremoving directors.

Board Composition. Each Holder From and after the Closing (as such term is defined in the Purchase Agreement), each Investor agrees to vote, or cause to be voted, all Shares owned by such HolderInvestor, or over which such Holder Investor has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5stockholders of the Company, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so So long as 1,000,000 share Spring Mountain Capital (“Spring Mountain”) owns shares of Series A Preferred Stock are outstandingStock, which number is subject to appropriate adjustment for any stock splitstwo (2) individuals designated by Spring Mountain, stock dividends, combinations, recapitalizations and the like, which individual who shall initially be ▇▇. ▇▇Dr. Avi Faliks and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇; (b) As the Common So long as Associated Private Equity LLC (“Associated”) owns shares of Preferred Stock Director, one person (1) individual designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”)Associated, which individual who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of the appointment rights set forth in clauses (a) through and (cb) above shall not no longer be applicableapplicable due to the applicable Investor no longer holding Preferred Stock, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders holders of the Company Company’s Preferred Stock entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one One person designated from time to time by a majority of the holders of Series A Preferred Stock J▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Research Fund or its Affiliates (the “Series A DesigneeJanus”), ) for so long as 1,000,000 share such Stockholder and its Affiliates (as defined below) continue to own beneficially at least 300,000 of Series A the shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock are outstandingStock), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like), which individual shall initially be ▇▇. ▇▇undesignated; provided however that in the absence of any designation by Janus, such person shall be selected by the majority of the Board of Directors then in office; (b) One individual designated from time to time by the Key Holders holding of a majority of the shares of Common Stock; provided that such Key Holders are then providing services to the Company, which individual shall initially be S▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇shall initially be R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (cd) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees At Closing, there shall be a Board of Directors consisting of nine (9) Directors. Holders of seventy-five percent (75%) of the then outstanding Existing Preferred Shares, voting together as a separate class on an as-converted basis, may appoint two (2) Directors (each an “Existing Preferred Share Director”), and may in like manner remove with or without cause any Existing Preferred Share Director so appointed and may in like manner appoint another Person in his stead. The Series C Shareholder may appoint four (4) Directors (the “Series C Directors, and collectively with the Existing Preferred Share Directors, the “Preferred Share Directors”) and may in like manner remove with or without cause any Series C Director so appointed and may in like manner appoint another Person in his stead. The holders of a majority of the then outstanding Ordinary Shares, voting as a separate class, may appoint three (3) Directors (the “Ordinary Share Directors”) and may in like manner remove with or without cause any Ordinary Share Director so appointed and may in like manner appoint another Person in his stead. For the avoidance of doubt, any votes “on an as-converted basis” as referred to votein this Agreement shall be construed and calculated in accordance with the Articles. Subsequently to Closing, in the event of any transfers or redemption of shares among the holders of the Ordinary Shares, the Existing Preferred Shareholders and the Series C Shareholders, the composition and size of the Board of Directors shall be determined as follows: (i) the holders of a majority of the then outstanding Ordinary Shares, voting as a separate class, shall be entitled to appoint one (1) Director for every ten percent (10%) of the issued share capital of the Company plus one Share held by holders of Ordinary Shares from time to time, and may in like manner remove with or without cause any Ordinary Share Director so appointed and may in like manner appoint another Person in his stead; (ii) the holders of seventy-five percent (75%) of the then outstanding Existing Preferred Shares, voting together as a separate class on an as-converted basis, shall be entitled to be voted, all appoint one (1) Director for every ten percent (10%) of the issued share capital of the Company plus one Share held by the holders of Existing Preferred Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, may in whatever like manner as remove with or without cause any Existing Preferred Director so appointed and may in like manner appoint another Person in his stead; and (iii) the holders of a majority of the then outstanding Series C Shares shall be necessary entitled to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent appoint one (1) Director for every ten percent (10%) of the stockholders, subject to Section 5, issued share capital of the following persons shall be elected to Company plus one Share held by the Board: (a) As the holders of Series A Director, one person designated C Shares from time to time by and may in like manner remove with or without cause any Series C Director so appointed and may in like manner appoint another Person in his stead; provided, however, that there shall be no adjustment to the composition of the Board until and unless any of (A) the holders of a majority of the then outstanding Ordinary Shares, (B) the holders of Series A seventy-five percent (75%) of the then outstanding Existing Preferred Stock Shares, or (C) the “Series A Designee”), for so long as 1,000,000 share holders of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”then outstanding Series C Shares are entitled pursuant to Section 2.11(a)(i), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) or (iii) respectively to elect such person’s replacement as Chief Executive Officer appoint a higher number of Directors than its Director appointment rights set out in the Company as first paragraph of Section 2.11(a). There shall be at least three (3) committees under the new CEO Director. To Board, which are the extent that any of clauses (a) through (c) above shall not be applicableAudit Committee, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance withRemuneration Committee, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonExecutive Committee.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) [***]; (b) As the Series A Director, one A-2 Directors: (i) [***]; (ii) One person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”)PureTech Health LLC, for so long as such Stockholder and its Affiliates (as defined below) continue to own beneficially at least 1,000,000 share shares of Series A A-2 Preferred Stock are outstanding, which (such number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (c) [***]; (d) [***]; and (ce) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director[***]. To the extent that any of clauses (a) through (ce) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders Stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees From the Closing Date and until the consummation of an IPO or Sale, (i) the GSRP Board shall consist of not less than five (5) and not more than nine (9) directors, and (ii) GSAM shall have the right to votedesignate one (1) director (the “GSAM Director”) of GSRP who shall be appointed to the GSRP Board as of the Closing Date. Prior to an IPO, all material approvals of the board of directors of GSRP Holdings will also be subject to approval of the GSRP Board. Following an IPO, for so long as the GSAM Entities and their Affiliates, collectively, have an ownership interest in GSRP Holdings representing at least five percent (5%) of the outstanding shares of common stock of GSRP Holdings, GSAM shall have the right to designate one (1) GSAM Director of GSRP Holdings, who shall be appointed to the GSRP Holdings Board as of the closing of the IPO or cause such earlier date as GSAM shall specify and who shall thereafter be included in the slate of nominees recommended by the GSRP Holdings Board (or any authorized committee thereof) to GSRP Holdings’ stockholders for election to the GSRP Holdings Board at each meeting of stockholders of GSRP Holdings at which the class of directors that includes the GSAM Director is up for election; provided, however, that the GSAM Director shall not be engaged in any activities that are competitive to the GSRP Entities and may but need not be an employee of GSAM and the service of such individual on the Board shall not otherwise violate Applicable Law. Subject to Applicable Law and the listing rules of the principal securities exchange on which the shares of common stock of GSRP Holdings are listed, for as long as GSAM has a right to designate a director pursuant to this Section 2.08 the GSAM Director shall be entitled to be voteda member of all of the committees of the GSRP Holdings Board. For as long as GSAM declines to exercise a right it then has to designate the GSAM Director to the GSRP Holdings Board, all Shares owned by GSAM shall be entitled to designate a board observer (the “GSAM Observer”) if such Holderindividual enters into a board observer agreement with GSRP Holdings in the form attached as Exhibit F. Notwithstanding the foregoing, the GSRP Holdings Board or over which such Holder has voting controlany committee thereof may exclude the GSAM Director or the GSAM Observer, as applicable, from time the relevant portion of any meeting to time the extent any conflicts of interest exist between any GSAM Entity, the GSAM Director or the GSAM Observer, on the one hand, and at all timesthe GSRP Entities, in whatever manner as shall be necessary on the other. Subject to ensure that Applicable Law, at each annual or special meeting of stockholders at which an the class of directors that includes the GSAM Director is up for election, GSRP Holdings shall solicit proxies in favor of the election of directors is held or pursuant the GSAM Director in the same manner and to any written consent the same extent as other members of the stockholdersGSRP Holdings Board. If the GSAM Director resigns or is removed from the GSRP Holdings Board or is unable to serve on the GSRP Holdings Board due to death or disability, subject and at such time GSAM continues to Section 5be entitled to designate the GSAM Director, GSAM shall have the following persons right to designate a successor who shall be elected appointed to the Board: (a) As GSRP Holdings Board as promptly as practicable following the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations designation thereof and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve treated as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by GSAM Director for all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees From and after the date hereof and until the termination of this Agreement pursuant to voteSection 5.01, or cause to be voted, each Party shall take all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as Necessary Action so that: (a) the authorized number of Directors shall be necessary to ensure that maintained at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, seven (7); (b) the following persons shall be nominated by the Board for election and appointed or elected to the Board: (ai) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and ; (ii) to elect such person’s replacement as Chief Executive Officer two (2) Eligible Designees of Z Capital, one of which shall be designated by Z Capital Special Situations Fund II-B, LP (the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “PersonZ Capital VCOC”) shall be deemed an “Affiliate” of another Person who, directly during any time that the Z Capital VCOC holds direct or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by indirect ownership interests in the Company; (iii) one (1) Eligible Designee of SPH Manager; (iv) one (1) Eligible Designee as follows: (A) if the Other Holders Minimum Ownership Condition is satisfied, one (1) Eligible Designee of the Other Holders; or (B) if the Other Holders Minimum Ownership Condition is not satisfied, one (1) Eligible Designee of SPH Manager and the Other Holders; and (v) two (2) Eligible Designees who meet the applicable director independence requirements then in use by the Company to determine director independence (the “Independent Directors”), one (1) of whom shall be designated by SPH Manager and one (1) of whom shall be designated by (A) the Other Holders so long as the Other Holders Minimum Ownership Condition is satisfied and, (B) in all other cases, by SPH Manager and the Other Holders. Notwithstanding the foregoing, in the event that, and for so long as, the combined Beneficial Ownership of SPH Manager and the Other Holders is less than 5,060,816 Shares and the combined Beneficial Ownership of the Z Capital Holders is greater than 5,060,816 Shares (in each case, as such Share number is adjusted from time to time for any stock dividend, stock split, reverse stock split, stock combination, recapitalization, reclassification or more general partnersany other similar transaction that affects all stockholders or the holders of any class of Shares (as the case may be) proportionately), managing members or investment advisers of, or shares one (1) Independent Director shall be designated by SPH Manager and the same management company or investment adviser with, such PersonOther Holders and one (1) Independent Director shall be designated by Z Capital.

Board Composition. Each Holder agrees to vote(a) On the date of this Agreement, or the Company shall cause the Person(s), if any, listed on Schedule B to be voteddesignated as Minority Shareholder Observers (as defined below) with all rights set forth in Section 2.1(d) (it being understood that at any time after the date hereof until the date that the Minority Shareholder Observer(s) are appointed to the Board as directors pursuant to the immediately following sentence, the Company shall, promptly upon receipt of a written request from the Minority Shareholder Representative, cause any Person(s) named in such written request to be designated as Minority Shareholder Observer(s); provided, that there may be no more than two Minority Shareholder Observers at any one time). As soon as reasonably practicable following receipt of the Company Shareholder Approval and in any case within one Business Day thereafter, the Board shall increase the size of the Board by two directors and cause such persons to be appointed to the Board as directors; provided, that if the Company Shareholder Approval is not obtained by the date that is 30 days prior to the Designation Date for the Next Annual Meeting, (i) the Company shall take all Shares owned by such Holder, commercially reasonable actions necessary to cause the election of two Minority Shareholder Observers to the Board as directors at the Next Annual Meeting or over which such Holder has voting control, from time to time and at all times(ii) if the Minority Shareholders no longer beneficially own, in whatever manner as the aggregate, 66% or more of the Minority Shares, the Company shall be take all commercially reasonable actions necessary to ensure that at each annual or special meeting of stockholders at which an cause the election of directors is held or pursuant to any written consent one Minority Shareholder Observer, designated by the Minority Shareholder Representative on behalf of the stockholdersMinority Shareholders, subject to Section 5, the following persons shall be elected to the Board: (a) As Board as director at the Series A DirectorNext Annual Meeting; in each case, one person designated from time the Company’s obligations to time by a majority take all commercially reasonable actions necessary to cause the election of such Minority Shareholder Observers to the Board as directors shall include the obligation of the holders Company to take all actions to cause such Minority Shareholder Observers to be nominated by the Board, including the Governance Committee, for election at the Next Annual Meeting. Thereafter, and for so long as (i) the Minority Shareholders continue to beneficially own, in the aggregate, 66% or more of Series A Preferred Stock the Minority Shares (the “Series A Two Designee Threshold”), the Minority Shareholder Representative on behalf of the Minority Shareholders shall have the right to designate two directors for election to the Board and (ii)(x) the Minority Shareholders continue to beneficially own, in the aggregate, 10% or more of the then outstanding Equity Securities, or (y) the Minority Shareholders beneficially own, in the aggregate, less than 10% of the then outstanding Equity Securities but such Minority Shareholders continue to beneficially own, in the aggregate, 33% or more of the Minority Shares (“One Designee Threshold”), then the Minority Shareholder Representative on behalf of the Minority Shareholders shall have the right to designate one director for election to the Board (each such director nominee, including such initial nominees, a “Minority Shareholder Designee”), such percentages in each case calculated on a fully diluted basis giving effect to any securities, warrants, options or other rights convertible into or exchangeable or exercisable for so equity securities of the Company, whether or not subject to contingencies or passage of time, or both; provided, that, if the Minority Shareholders’ beneficial ownership, in the aggregate, of Equity Securities (x) falls below the Two Designee Threshold, then one Minority Shareholder Designee, designated by the Minority Shareholder Representative on behalf of the Minority Shareholders, shall resign from the Board as promptly as practicable upon the Minority Shareholder Representative becoming aware of the Minority Shareholders falling below such threshold, or (y) falls below the One Designee Threshold, then the Minority Shareholder Designee shall resign from the Board as promptly as practicable upon the Minority Shareholder Representative becoming aware of the Minority Shareholders falling below such threshold. So long as 1,000,000 share the Minority Shareholder Representative, on behalf of Series A Preferred Stock are outstandingthe Minority Shareholders, has the right to designate at least one director for election to the Board, one Minority Shareholder Designee designated by the Minority Shareholder Representative on behalf of the Minority Shareholders shall be entitled to serve on each committee of the Board except as prohibited by applicable law or stock exchange requirements; provided, that if such Minority Shareholder Designee is so prohibited, such Minority Shareholder Designee shall nonetheless have the right to participate as a non-voting observer on such committee (any such observer, a “Committee Observer”). In each case, the Company shall take all commercially reasonable actions necessary to cause the appointment of such Minority Shareholder Designee(s) (x) to the Board (including taking all actions to cause such Minority Shareholder Designee(s) to be nominated by the Board, including the Governance Committee, for election at each annual meeting of the shareholders of Company (or at any special shareholder meeting of the Company at which number the Board is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations be elected)) and (y) to the like, which individual shall initially applicable committee of the Board (including taking all actions to cause such Minority Shareholder Designee(s) to be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;elected by the Board to serve on such committee of the Board). (b) As Each Minority Shareholder Designee shall comply in all respects with the Common Stock Director, one person designated Company’s corporate governance guidelines as in effect from time to time time, in each case as determined by a majority of the holders of Common Stock Board’s Corporate Governance and Nominating Committee (the “Common Stock DesigneesGovernance Committee”); provided, that the Company hereby acknowledges and agrees that the initial Minority Shareholder Designees comply with such corporate governance guidelines. The Minority Shareholder Representative shall notify the Company of any proposed Minority Shareholder Designee in writing no later than the latest date on which shareholders of the Company may make nominations to the Board in accordance with the Code of Regulations (such date, the “Designation Date”), which individual together with all information concerning such nominee required to be delivered to the Company by the Code of Regulations and such other information reasonably requested by the Company; provided, that the Company shall initially give the Shareholder Representative 30 days written notice of the Designation Date; provided, further, that that in the event the Minority Shareholder Representative fails to provide any such notice, the Minority Shareholder Designees shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andthe person(s) then serving as the Minority Shareholder Designees as long as the Minority Shareholder Representative provides such information to the Company promptly upon request by the Company. (c) The Company’s Chief Executive Officer, who as In the event of the date death, disability, resignation or removal of a Minority Shareholder Designee, the Board will promptly elect to the Board a replacement director designated by the Minority Shareholder Representative, subject to the fulfillment of the requirements set forth in first sentence of Section 2.1(b), to fill the resulting vacancy, and such individual shall then be deemed a Minority Shareholder Designee for all purposes under this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. Agreement. In the event the Minority Shareholder Representative fails to designate a replacement director to fill any such vacancy, such Board seat shall remain vacant until the Minority Shareholder Representative designates such replacement director to fill such vacancy. (d) So long as the Minority Shareholder Representative on behalf of the Minority Shareholders has the right to designate any Minority Shareholder Designee for election to the Board pursuant to Section 2.1(b), the Minority Shareholder Representative on behalf of the Minority Shareholders shall have the right to designate a non-voting observer to the Board in lieu of, or as a replacement for, any Minority Shareholder Designee (any such observer, a “CEO DirectorMinority Shareholder Observer”), provided that if for any reason the CEO Director . Each Minority Shareholder Observer shall cease be entitled to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (ix) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member attend all meetings of the Board who would otherwise and each applicable committee of the Board except as prohibited by applicable law or stock exchange requirements and (y) receive all materials with respect to such meetings. The Minority Shareholder Representative on behalf of the Minority Shareholders shall have been designated in accordance the right to remove or replace any Minority Shareholder Observer at any time from time to time, subject to compliance with the terms thereof first sentence of Section 2.1(b). The Company shall instead be voted upon by (x) notify each Minority Shareholder Observer of all the Holders meetings of the Company Board (and the applicable committees thereof) using the same form of communication used to notify the directors on the Board and (y) provide each Minority Shareholder Observer with copies of all notices, minutes, consents and other materials provided to the directors on the Board no later than the time that such materials are provided to the directors. Each Minority Shareholder Observer shall be entitled to vote thereon reimbursement for reasonable out-of-pocket expenses incurred in accordance withattending meetings of the Board (and the applicable committees thereof) to the same extent as directors on the Board. (e) If a Committee Observer is designated pursuant to Section 2.1(a), and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) such Committee Observer shall be deemed an “Affiliate” entitled to (x) attend all meetings of another Person who, directly each committee of the Board except as prohibited by applicable law or indirectly, controls, is controlled by or is under common control stock exchange requirements and (y) receive all materials with respect to such Person, including, without limitation, any general partner, managing member, officer, director or trustee meetings. The Company shall (x) notify each Committee Observer of all meetings of the committees of the Board using the same form of communication used to notify the members of such Personcommittee and (y) provide each Committee Observer with copies of all notices, or any venture capital fund or registered investment company now or hereafter existing minutes, consents and other materials provided to the members of such committee no later than the time that is controlled by one (1) or more general partners, managing members or investment advisers such materials are provided to the members. Each Committee Observer shall be entitled to reimbursement for reasonable out-of, or shares -pocket expenses incurred in attending meetings of the committees of the Board to the same management company or investment adviser with, extent as members of such Personcommittees.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A A/B/D Preferred Director, one person (1) individual designated from time to time by the holders of at least a majority of the holders shares of Series A A/B/D Preferred Stock (the “Series A Designee”)Stock, for so long voting together as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations a separate class and the likeon an as-converted basis, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (b) As At each election of directors in which the Common Stock holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one person (1) individual designated from time to time by the holders of at least a majority of the holders shares of Common Stock (the “Common Stock Designees”)Series C Preferred Stock, voting together as a separate class, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and; (c) The Company’s Chief Executive Officer, who as At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the date Board, three (3) individuals as follows: (i) Each of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ M.D. ▇▇▇▇▇▇ (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “CEO DirectorThreshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if for any reason the CEO Director shall cease Active Founder serving as a director pursuant to this section ceases to serve as the Chief Executive Officer a full-time employee of the CompanyCompany and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove such Active Founder from the former Chief Executive Officer Board following such time as such Active Founder is no longer a full-time employee of the Company from and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Board Threshold Shares if such person Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to elect such person’s Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; provided that, in the event that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as Chief Executive Officer full-time employees of the Company Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the new CEO Directorshares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (cd) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateCharter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. (i) Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A DirectorThe first Preferred Director shall be designated by Fall Line Endurance Fund, one person designated from time to time by a majority of the holders of Series A Preferred Stock LP (the “Series A DesigneeFall Line”), ) for so long as 1,000,000 share such Stockholder and its Affiliates continue to own any shares of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the likeStock, which individual shall initially be ▇▇. ▇▇ ▇’▇▇▇▇▇▇▇ ▇▇▇▇▇▇;. (b) As the Common Stock DirectorThe second Preferred Director shall be designated by S2G Venutres Builders Food & Agriculture Fund III, one person designated from time L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue to time by a majority own any shares of the holders of Common Stock (the “Common Stock Designees”)Preferred Stock, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and. (c) The Company’s Chief Executive OfficerFall Line and S2G, who as of by mutual agreement, shall designate the date of Person with the right to designate the third Preferred Director pursuant to this Agreement is ▇▇▇(the “Designating Party”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director. (d) The CEO Director initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; Board and (ii) to elect as such person’s replacement as Chief Executive Officer of the Company as the new CEO DirectorDirector the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a majority of the aggregate principal amount of the Notes (the “Noteholder Majority”). To the extent that any of clauses (i) (a) through (ce) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant pursu­ant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As Such number of people designated by the Series A Director, one person designated from time to time by holders of a majority of the holders shares of Series A Preferred Exchange Stock held by New Holders as equals the total number of Exchange Shares held by New Holders divided by the total number of shares of common stock of the Company issued and outstanding on a fully diluted basis (the “Series A DesigneeNew Shareholder Designees”), for so long as 1,000,000 share ; provided that the number of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual New Shareholder Designees shall initially not be ▇▇more than two (2). ▇▇The initial New Shareholder Designees shall be ▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Hung. The New Holders shall promptly vote their respective Shares have the right to designate New Shareholder Designees until this Agreement is terminated in accordance with Section 3; and (ib) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member remaining members of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateArticles. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited lim­ited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one One person designated from time to time by a majority of the holders of Series A Preferred Stock Bay City Capital Fund V, L.P. or its Affiliates (the “Series A Bay City Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; Bay City Capital or its Affiliates owns at least five percent (b5%) As the Common Stock Director, one person designated from time to time by a majority of the holders of Company’s outstanding Common Stock (the “Common Stock Designees”)Stock, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and▇▇. (cb) The Company’s Chief Executive OfficerTwo individuals designated by Cesca Therapeutics Inc. (the “Cesca Designees”), who as of the date of this Agreement is which individuals shall initially be ▇▇▇▇▇ ▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. ; provided, however, that Cesca Therapeutics Inc. shall be entitled to designate only one Cesca Designee from and after such time as Cesca Therapeutics Inc., together with its Affiliates, ceases to own at least thirty percent (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer 30%) of the Company’s Common Stock (on an as-converted basis). (c) One individual who qualifies as an “independent director” under Rule 5605 of The NASDAQ Marketplace Rules and who is an industry expert, each to be designated by Cesca Therapeutics Inc. (“Cesca”) as soon as practicable after the date hereof. (d) One individual who qualifies as an “independent director” under Rule 5605 of The NASDAQ Marketplace Rules and who is an industry expert, designated by Bay City Capital Fund V, L.P. or its Affiliates as soon as practicable after the date hereof, for so long as Bay City Capital or its Affiliates owns at least five percent (5%) of the Holders Company’s outstanding Common Stock; provided, however, that any replacement for such initial designee shall promptly vote their respective Shares (i) be subject to remove the former Chief Executive Officer approval of the Company from the Board if such person has Cesca Therapeutics Inc., which approval will not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Directorbe unreasonably withheld. To the extent that any of clauses (a) through (cd) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateCertificate of Incorporation of the Company, as may be amended, restated or otherwise modified from time to time (the “Certificate of Incorporation”). For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As There shall never be less than one nor more than five (5) Directors on the Series A Director, one person designated Board and such number shall be determined from time to time by the Board. A Director need not be a majority stockholder of the holders Company or a resident of Series A Preferred Stock (the “Series A Designee”State of Nevada. Subject to Section 2.1(b), the Directors will be elected by the Stockholders of the Company. (b) Each Stockholder shall vote all of such Stockholder’s Stock and any other voting securities of the Company over which such Stockholder has voting control and shall take all other reasonably necessary or desirable actions within such Stockholder’s control (whether in such holder’s capacity as a stockholder, manager, member of a Board committee, officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all reasonably necessary or desirable actions within its control (including, without limitation, calling special Board and Stockholder meetings), to elect such Directors as follows: (i) GRDG Sciences, LLC shall be entitled to nominate one Director, so long as 1,000,000 share it shall remain a Stockholder of Series A Preferred Stock are outstandingthe Company and each Director so elected will hold office until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. (ii) Impact BioMedical, which number is subject Inc. shall be entitled to appropriate adjustment for any stock splitsnominate the remaining Directors, stock dividendsso long as it shall remain a Stockholder of the Company and each Director so elected will hold office until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. In addition, combinationsImpact BioMedical, recapitalizations and Inc. shall, so long as it shall remain a Stockholder of the likeCompany, which individual be entitled to appoint the Company’s Chief Executive Officer, who may, at the discretion of Impact BioMedical, Inc., also be nominated to serve as a Director, in addition to the three other Directors Impact BioMedical, Inc. shall initially be ▇▇. ▇entitled to appoint. (iii) The parties hereto hereby agree that the initial Directors of the Company shall be Heng Fai A▇▇▇▇▇▇ ▇▇▇▇, F▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇ ▇. ▇▇▇▇▇▇▇ and D▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and. (civ) The Impact BioMedical, Inc. shall appoint the Chairman of the Company’s Chief Executive Officer, who as Board of Directors. The initial Chairman of the date Company’s Board of this Agreement is ▇▇▇Directors shall be Heng Fai A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. . (v) In the “CEO Director”), provided that if for event of any reason the CEO Director shall cease to serve as the Chief Executive Officer tie in any vote of the Company’s Board of Directors, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member Chairman of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, cast the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Persontie-breaking vote.

Board Composition. Each Holder agrees to voteThe Board shall initially consist of at least three persons, or cause to two of whom shall be voted, all Shares owned designated by such Holder, or over which such Holder has voting control, from time to time FR Holdings and one of whom shall be designated by SunEdison. FR Holdings shall at all times, in whatever manner times have and retain the right to appoint the Chairman and Secretary of the Board and to expand or decrease the size of the Board (but no fewer than three members for so long as shall be necessary SunEdison maintains the right to ensure that at each annual or special meeting of stockholders at which an election of directors is held or designate a member pursuant to any written consent this Section 2.5(b)). For so long as SunEdison’s Percentage Interest in the JV Entities is at least five percent (5%), SunEdison shall have the right to designate one member of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”)Board and thereafter, for so long as 1,000,000 share SunEdison holds an Interest in such JV Entity and there has not been an IPO of Series A Preferred Stock are outstandingsuch JV Entity, which number is subject SunEdison shall have the right to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which appoint one individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as an observer on such Board (each, an “Observer”). Subject to the Chief Executive Officer terms of the CompanyJV Entity Agreement, each of the Holders Observer shall promptly vote their respective Shares be entitled to (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member attend all meetings of the Board; and , including any committee meetings of the Board, (ii) to elect receive notices of such person’s replacement as Chief Executive Officer meetings concurrently with the members of the Company as Board or such committees thereof and (iii) receive all information provided to members of the new CEO Director. To Board or such committees thereof at such meetings; provided, that the extent that any of clauses (a) through (c) above Observer shall have no voting rights and his or her presence shall not be applicablerequired for determining a quorum at any meeting he or she is entitled to attend pursuant to this Section 2.5(b). Either SunEdison or FR Holdings may, at any time, remove and/or replace its respective member(s) of the Board. Any member of the Board who would otherwise have been designated in accordance with removed for cause pursuant to the terms thereof shall instead be voted upon by all the Holders of the Company JV Entity Agreement may only be replaced by the Party that designated such Board member; provided that with respect to any Board member so removed that was designated by SunEdison, SunEdison may only replace such Board member if it is still then entitled to vote thereon in accordance with, and appoint a Board member pursuant to, the Restated Certificate. For purposes of to this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonSection 2.5(b).

Board Composition. Each Holder agrees to vote(a) From and after the date hereof, or cause and until the provisions of this Section 2 cease to be votedeffective, each Securityholder and Institutional Investor shall vote all Shares owned by such Holder, or of its Common Stock and other voting securities of the Company over which such Holder holder has voting control, from time to time control ("Subject Securities") and at shall take all times, other necessary or desirable actions within its control (in whatever manner its capacity as shall be necessary to ensure that at each annual a securityholder or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholdersstockholder and, subject to Section 5any fiduciary obligation owed by such Securityholder or Institutional Investor to the Company, in its capacity as a director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special Board and stockholder meetings), so that the following persons shall occur: (i) one representative designated by the Required Investor Approval (who shall initially be Paul ▇▇▇▇▇) ▇▇all be elected to the Board for a three-year term, and reelected for subsequent terms so long as this Agreement is in effect; (ii) subject to the limitation contained in Section 2(a)(viii), if the authorized number of directors on the Board has been increased to eight (8), then commencing on the date which is six (6) months after the effective date of such expansion of the Board, one additional representative designated by the Required Investor Approval and reasonably acceptable to the Company shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (biii) As subject to the limitations contained in Section 2(a)(viii), if the authorized number of directors on the Board has been increased (A) to nine (9) prior to the election of the additional Investor Designee pursuant to Section 2(a)(ii) above, or (B) to ten (10) or higher at any time after the election of the additional Investor Designee pursuant to Section 2(a)(ii) above, there shall be elected to the Board such number of additional Investor Designees (who must be reasonably acceptable to the Company), if any, as are necessary to result in the percentage representation by Investor Designees on the Board equaling at least the Institutional Investors' percentage ownership of outstanding Common Stock Director, one person designated from time to time by a majority of the holders Company arising out of their ownership of (x) shares of Series B Preferred (assuming the conversion of all outstanding shares of Series B Preferred) and (y) shares of Common Stock that have been issued on conversion of shares of Series B Preferred; provided, in no event shall the number of Investor Designees to the Board be less than one (the “Common Stock Designees”1), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and; (civ) The Company’s Chief Executive Officer, who as the governing body of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer each of the Company, 's Subsidiaries (each a "Sub Board") shall have at least one Investor Designee; (v) any committees of the Holders Board or a Sub Board (to the extent not yet created) shall promptly vote their respective Shares be created only upon Required Board Approval and each committee shall have at least one Investor Designee; (ivi) to remove the former Chief Executive Officer of the Company removal from the Board if such person has not resigned or a Sub Board or any committee thereof without cause of any Investor Designee shall be conditional on the Required Investor Approval; (vii) in the event that any Investor Designee ceases to serve as a member of the Board or a Sub Board or any committee thereof during his term of office, the resulting vacancy on the Board or the Sub Board, and on each committee thereof, shall be filled by an Investor Designee; (viii) notwithstanding the provisions of Section 2(a)(ii) or (iii), an Investor Designee shall not be added to the Board if the number of Investor Designees on the Board resulting from such addition would exceed the whole number obtained by multiplying the Institutional Investors' percentage ownership of outstanding Common Stock of the Company arising out of their ownership of (x) shares of Series B Preferred (assuming the conversion of all outstanding Series B Preferred) and (y) shares of Common Stock that have been issued on conversion of shares of Series B Preferred by the total number of directors on the Board which would result from the addition of such Investor Designee (it being understood that for purposes of determining the whole number, any decimal beginning with 0-4 shall be rounded down to the nearest whole number and any decimal beginning with 5-9 shall be rounded up to the nearest whole number); and (ix) in no event shall the number of directors on the Board be less than five (5). (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending (i) the meetings of the Board, any Sub Board and any committee thereof and (ii) to elect such person’s replacement any other meetings at the request of any Company or any of its Subsidiaries. So long as Chief Executive Officer any Investor Designee serves on the Board or a Sub Board and for six years thereafter, the Company shall maintain directors and officers indemnity insurance coverage as currently in place or as otherwise approved by the Required Investor Approval, and the constituent documents of the Company and each of its Subsidiaries, as appropriate, shall provide for indemnification and exculpation of directors to the new CEO Director. To the fullest extent that any of clauses (a) through permitted under applicable law. (c) above If any party or parties fail(s) (but is otherwise entitled) to designate a representative to fill a directorship pursuant to the terms of this Section 2, the election of an individual to such directorship shall not be applicable, any member of the Board who would otherwise have been designated accomplished in accordance with the terms thereof Company's or the applicable Subsidiary's constituent documents and applicable law; provided that the parties shall instead be voted upon by take all necessary actions to remove such individual if the Holders of the Company entitled party or parties which failed (and are otherwise entitled) to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with designate such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personso directs.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 54, the following persons shall be elected to the Board: (a) As the Series A Director, one person Three (3) persons designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”)Lead Investor, for so long as 1,000,000 share such Stockholder and its Affiliates (as defined below) continue to own any “Lead Investor Common Stock” as defined in the Amended Articles (i.e., a total of Series A Preferred Stock are outstanding1,521,141,192 shares of common stock), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like), which individual individuals shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇named as of the Closing pursuant to the Purchase Agreement, and, for clarification any shares of Lead Investor Common Stock resold by the Lead Investor to any other Person that is not an Affiliate of Lead Investor shall cease to become Lead Investor Common Stock for purposes hereof; (b) As Subject to Section 1.2(c), for so long as the Key Holders who are then providing services to the Company as officers, employees or consultants hold at least an amount of shares designated as “Key Holder Common Stock DirectorStock” as defined in the Amended Articles (i.e., one person a total of 868,960,471 shares of common stock) representing ten percent (10%) of the Company’s total issued and outstanding shares (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like), two (2) individuals designated from time to time by the holders of a majority of the holders shares of Common Stock (held by the “Key Holders, which individuals shall be named as of the Closing pursuant to the Purchase Agreement, and, for clarification any shares of Key Holder Common Stock Designees”), which individual resold by a Key Holder to any other Person that is not an Affiliate of such Key Holder shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andcease to become Key Holder Common Stock for purposes hereof; (c) The Company’s One (1) of the Key Holders’ individual designees to the Board pursuant to this Section 1.2(c), shall be the then-serving Chief Executive OfficerOfficer of the Company (The “CEO Director”, who which, as of the date of this Agreement hereof, is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (for so long as he serves as Chief Executive Officer of the “CEO Director”Company), provided that that, if for any reason the CEO Director then-serving Chief Executive Officer shall cease to serve as the Chief Executive Officer of the Company, each of the Key Holders shall promptly vote their respective Shares Shares: (i) to remove the such former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. ; and To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateAmended Articles. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to voteOn and after the Closing, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as the Company shall have a board of directors (the “Board”) consisting of nine (9) seats. The Board shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Boardconstituted as follows: (a) As the Series A Director, one person designated from time to time by a majority of the holders of The Series A Preferred Stock Majority shall be entitled to jointly appoint and remove one (1) director (the “Series A DesigneeIDG Director”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”)Board, which individual who shall initially be ▇▇▇▇ ▇▇▇▇; (b) The Series B Preferred Majority shall be entitled to jointly appoint and remove one (1) director (the “Qiming Director”) of the Board, who shall initially be ▇▇ ▇▇▇▇▇; and; (c) The Company’s Chief Executive OfficerSeries C Preferred Majority shall be entitled to appoint and remove one (1) director which shall be appointed and removed by Tencent (the “Tencent Director”) of the Board; (d) The Series C1/C2 Preferred Majority shall be entitle to jointly appoint and remove two (2) directors of the Board, of which Legend Capital shall be entitled to appoint and remove one (1) director (the “LC Director”) of the Board and Loyal Valley shall be entitled to appoint and remove one (1) director (the “Loyal Valley Director”) of the Board; (e) The Series D Preferred Majority shall be entitled to jointly appoint and remove one (1) director (the “CMC Director”, together with the IDG Director, the Qiming Director, the Tencent Director, the LC Director, and the Loyal Valley Director collectively, the “Preferred Directors” and each a “Preferred Director”) of the Board, who as shall initially be ▇▇. ▇▇ Ruigang; (f) The Ordinary Majority, shall be entitled to appoint and remove three (3) directors of the date of this Agreement is ▇▇▇▇▇Board, who shall initially be Xu Yi, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ and Li Ni (the “Ordinary Directors”), of whom, ▇▇▇▇ M.D. (▇▇▇ shall be the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member chairman of the Board; and . The Ordinary Directors shall collectively have six (ii6) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personvotes.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one One person designated from time to time by a majority of the holders of Series A Preferred Stock Bay City Capital Fund V, L.P. or its Affiliates (the “Series A Bay City Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; Bay City Capital or its Affiliates owns at least five percent (b5%) As the Common Stock Director, one person designated from time to time by a majority of the holders of Company’s outstanding Common Stock (the “Common Stock Designees”)Stock, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and▇▇. (cb) The Company’s Chief Executive OfficerTwo individuals designated by ThermoGenesis (the “ThermoGenesis Designees”), who as of the date of this Agreement is which individuals shall initially be ▇▇▇▇▇ ▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. ; provided, however, that ThermoGenesis shall be entitled to designate only one ThermoGenesis Designee from and after such time as ThermoGenesis, together with its Affiliates, ceases to own at least thirty percent (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer 30%) of the Company’s Common Stock (on an as-converted basis). (c) One individual who qualifies as an “independent director” under Rule 5605 of The NASDAQ Marketplace Rules and who is an industry expert, each to be designated by ThermoGenesis as soon as practicable after the date hereof. (d) One individual who qualifies as an “independent director” under Rule 5605 of The NASDAQ Marketplace Rules and who is an industry expert, designated by Bay City Capital Fund V, L.P. or its Affiliates as soon as practicable after the date hereof, for so long as Bay City Capital or its Affiliates owns at least five percent (5%) of the Holders Company’s outstanding Common Stock; provided, however, that any replacement for such initial designee shall promptly vote their respective Shares (i) be subject to remove the former Chief Executive Officer approval of the Company from the Board if such person has ThermoGenesis, which approval will not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Directorbe unreasonably withheld. To the extent that any of clauses (a) through (cd) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateCertificate of Incorporation of the Company, as may be amended, restated or otherwise modified from time to time (the “Certificate of Incorporation”). For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time On and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of after the stockholders, subject to Section 5Closing, the following persons Company shall be elected to the Boardhave a Board consisting of no more than eleven (11) members, where: (a) As FET (for so long as it holds any Equity Security of the Series A Director, Company) has the right to appoint one (1) person designated from time to time by a majority of the holders of Series A Preferred Stock (if such person is duly designated and actually holds office, such person is referred to the “Series A DesigneeFET Director”), . (b) Shell (for so long as 1,000,000 share it holds any Equity Security of Series A Preferred Stock are outstanding, which number is subject the Company) has the right to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; appoint one (b1) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (if such person is duly appointed and actually holds office, such person is referred to as the “Common Stock DesigneesShell Director”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and. (c) The Company’s Chief Executive Officer, who GGV (for so long as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for it holds any reason the CEO Director shall cease to serve as the Chief Executive Officer Equity Security of the Company, each of ) has the Holders shall promptly vote their respective Shares (i) right to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by appoint one (1) person from time to time (if such person is duly appointed and actually holds office, such person is referred to as the “GGV Director”). (d) Zhen Partners (for so long as it holds any Equity Security of the Company) has the right to appoint one (1) person from time to time (if such person is duly appointed and actually holds office, such person is referred to as the “Zhen Partners Director”). (e) 58 (for so long as it holds any Equity Security of the Company) has the right to appoint one (1) person from time to time (if such person is duly appointed and actually holds office, such person is referred to as the “58 Director”). (f) the Founders have the right to appoint six (6) persons from time to time (if any of such persons is duly appointed and actually holds office, such persons are collectively referred to as the “Ordinary Directors”). The Ordinary Directors shall be full-time employees of the Group Companies. Any Person entitled to appoint a Director to the Board pursuant to this Section 6.1 shall be entitled to remove any such Director, within the term of office of such Director, by delivering a duly executed notice to the Company. Unless otherwise specified in such notice, such appointment and removal shall take effect upon receipt of such notice by the Company. Each Member shall vote in favor of the aforesaid appointment or more removal at the general partnersmeeting (if necessary). Any Person entitled to appoint any individual as a Director of the Board pursuant to this Section 6.1 shall have the right to remove any such Director occupying such position and to fill any vacancy caused by the death, managing members disability, retirement, resignation, removal or investment advisers ofotherwise of any Director occupying such position. If a vacancy is created on the Board at any time by the death, disability, retirement, resignation, removal or otherwise of any Director appointed pursuant to this Section 6.1, the replacement to fill such vacancy shall be designated in the same manner as the Director who is being replaced in accordance with this Section 6.1 and the replacement shall serve within the term of office of his/her predecessor. The Board shall have one (1) chairman and may have one (1) vice chairman, all of which shall be elected by a simple majority of votes of the Board. The chairman of Board shall preside over the Board meetings; if he/she is unable to act, or shares the same management company is not present at any Board meeting, he/she may authorize (in writing or investment adviser with, otherwise) any other Director to preside as chairman of such PersonBoard meetings.

Board Composition. Each Holder Shareholder agrees to vote, or cause to be voted, all Shares owned by such HolderShareholder, or over which such Holder Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders the Company’s shareholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5Company’s shareholders, the following persons shall be elected to the Board: (a) As the Series A Directorone individual designated by The Benaroya Company, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstandingL.L.C., which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual initially shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, for so long as such Shareholder and its Affiliates (as defined below) continue to own beneficially at least 1,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (b) As one individual designated by Pioneer Venture Partners LLC, which individual initially shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇, for so long as such Shareholder and its Affiliates continue to own beneficially at least 1,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (c) one individual designated by the holders of a majority of the Shares of Common Stock Directorheld by the Key Holders (as defined below), one person designated which individual initially shall be ▇▇▇▇▇ ▇▇▇▇, for so long as the Key Holders collectively hold at least 2,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (d) the individual serving from time to time by a majority of as the holders of Common Stock Company’s Chief Executive Officer (the “Common Stock DesigneesCEO Director”), which individual who initially shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the person serving as the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Shareholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company such person from the Board if such person has not resigned as a member of the Board; Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; (e) three individuals who are mutually acceptable to (i) the holders of a majority of the Shares held by the Key Holders who are then providing services to the Company as officers, employees or consultants and (ii) the holders of a majority of the Shares held by the Investors, which individuals shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. To ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇; (f) one individual designated by Sageview Capital Master, L.P. (the “Sageview Director”), which individual initially shall be ▇▇▇ ▇▇▇▇▇▇▇, for so long as such Shareholder and its Affiliates continue to own beneficially at least 1,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (g) one individual designated by Battery Ventures IX, L.P., together with its affiliated funds, which individual initially shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, for so long as such Shareholder and its Affiliates continue to own beneficially at least 1,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (h) one individual (the “Warburg Pincus Director”) designated by Warburg Pincus Private Equity XI, L.P., together with its affiliated funds (“Warburg Pincus”), which individual initially shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, for so long as Warburg Pincus or its Affiliates continue to own beneficially at least 1,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; and (i) to the extent that any of clauses (a), (b), (f), (g) through or (ch) above shall not be applicable, any member of the Board who seat that would otherwise have been designated in accordance with the terms thereof shall instead be voted upon designated by all the Holders holders of a majority of the Company entitled to vote thereon Preferred Stock (as determined on an as-converted-to-Common Stock basis). To the extent that clause (c) above shall not be applicable, any Board seat that would otherwise have been designated in accordance with, and pursuant to, with the Restated Certificate. For purposes terms thereof shall instead be designated by the holders of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” majority of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonCommon Stock.

Board Composition. Each Holder agrees to voteSo long as Holders affiliated with Beach Point or any of their respective Affiliates hold any Securities, New Notes, or capital stock (in the form of preferred stock or common stock) of the Issuer, and to the extent allowed by the national securities exchange on which the Issuer’s securities are listed, if applicable, Beach Point, on behalf of such Holders and their respective Affiliates, as applicable, (i) shall have the right to designate, and the Issuer shall take reasonable steps to cause to be votednominated, all Shares owned by such Holderone designee for election to the Board of Directors of the Issuer (and every committee thereof, or over except as set forth in this paragraph), which such Holder has voting control, from time to time and at all times, in whatever manner as designee shall be necessary (A) reasonably satisfactory to ensure that at each annual the Issuer so long as no Event of Default has occurred and is continuing or special meeting (B) upon the consummation of stockholders at which an election of directors is held or pursuant a Qualified Initial Public Offering, reasonably acceptable to any written consent the Issuer’s Nominating Committee of the stockholders, Board of Directors and subject to Section 5, compliance with the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock applicable national securities exchange regulations (the “Series A Board Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) shall have the right to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not designate one designee to be applicable, any member permitted to attend all meetings of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of Directors of the Company entitled to vote thereon Issuer (and every committee thereof, except as set forth in accordance with, and pursuant to, this paragraph) as an observer (the Restated Certificate“Board Observer”). For purposes The Board of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” Directors of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by the Issuer will meet at least one (1) time per fiscal quarter. If the Board Designee has been designated, he or more general partnersshe will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer. If the Board Observer has been designated, managing members he or investment advisers ofshe will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or shares any committee thereof, and may be limited from receiving any board materials, upon the advice of the Issuer’s outside counsel and, among other things, will be subject to the same management company confidentiality requirements as if he or investment adviser withshe were a Director. Upon election of the Board Designee, such Personthe Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of the Issuer. At all times during the tenure of the Board Designee, the Issuer shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. The Issuer shall pay to the Board Designee the same compensation for his or her services as a director of the Issuer as the compensation, if any, paid to non-employee directors of the Issuer. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on the Issuer’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.” 3.28 Schedule 7.01(u) attached hereto is hereby added as Schedule 7.01(u) to each of the SPAs. 3.29 Schedule 7.01(w) attached hereto is hereby added as Schedule 7.01(w) to each of the SPAs. 3.30 Schedule 7.02(h) is hereby deleted from each of the SPAs and replaced with Schedule 7.02(h)(i) attached hereto. 3.31 Schedule 7.02(h)(ii) attached hereto is hereby added as Schedule 7.02(h)(ii) to each of the SPAs. 3.32 Schedule 7.03(a) is hereby deleted from each of the SPAs. 3.33 Schedule 7.03(c) is hereby deleted from each of the SPAs for fiscal periods ending after June 30, 2008.

Board Composition. Each Holder agrees (i) Investor shall initially have the right to votedesignate two directors (each, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as a “GGC Appointee”) who shall be necessary appointed to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, Board (and the following persons Company shall be elected cause their appointment to the Board: (a) As the Series A Director, one person designated from time to time by a majority as of the holders of Series A Preferred Stock (Closing hereunder in the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and two seats currently vacant on the like, which individual Board. The initial GGC Appointees shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as shall be designated a Class I director of the date of this Agreement is ▇▇▇▇Company, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director who shall cease to serve as the Chief Executive Officer be designated a Class III director of the Company, each . (ii) The Company will permit the holders of a majority of the Holders outstanding Series B Preferred Stock to elect such directors to serve on the Board as is provided in the Certificate of Determination. Without limiting the rights and remedies of such holders, and notwithstanding the provisions of the Certificate of Determination to the contrary, in the event such directors are not so elected then, subject to Sections 4A(iv), in connection with each meeting of shareholders at which directors in the same class year as a GGC Appointee are to be elected to serve on the Board, the Company shall promptly vote their respective Shares take all necessary steps to nominate the GGC Appointee then up for election (ior such alternative persons who are proposed by Investor and notified to the Company on or prior to any date set forth in the Company’s constituent documents or applicable law for Board nominees) and to remove use its reasonable best efforts to cause the former Chief Executive Officer Board to unanimously recommend that the shareholders of the Company vote in favor of such GGC Appointee for election to the Board. If, for any reason, a candidate designated as a GGC Appointee is determined to be unqualified to serve on the Board because such appointment would constitute a breach of the Board’s fiduciary duties or applicable law, Investor shall have the right to designate an alternative GGC Appointee to be so appointed and the provisions of this Section 4A(ii) shall apply, mutatis mutandis, to such alternative GGC Appointee. (iii) Each appointed or elected GGC Appointee will hold his or her office as a director of the Company for such term as is provided in the Company’s constituent documents or until his or her death, resignation or removal from the Board if such person or until his or her successor has not resigned as a member of the Board; been duly elected and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated qualified in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes provisions of this Agreement, an individualthe Company’s constituent documents and applicable law. If any GGC Appointee ceases to serve as a director of the Company for any reason during his or her term, firmthe vacancy created thereby shall be filled, corporationand the Company will use its reasonable best efforts to cause the Board to fill such vacancy, partnershipwith a replacement designated by Investor. (iv) Investor shall have the right to designate two GGC Appointees pursuant to this Section 4A until such time as the number of shares of Underlying Stock then held by Investor, associationtogether with its Affiliates, limited liability companyis less than 66.67% of the aggregate number of shares of Underlying Stock held by Investor, trust together with its Affiliates, immediately following the Closing. Investor shall have the right to designate one GGC Appointee pursuant to this Section 4A until such time as the number of shares of Underlying Stock then held by Investor, together with its Affiliates, is less than 33.33% of the aggregate number of shares of Underlying Stock held by Investor, together with its Affiliates, immediately following the Closing. Thereafter, the right of Investor to designate any GGC Appointees hereunder shall terminate and Investor shall use commercially reasonable efforts to cause any GGC Appointees then serving as directors to resign if requested by the Company in writing to do so. In the event that Investor shall have the right to designate only one GGC Appointee in accordance with this Section 4A(iv), Investor shall have the right to designate which of the two GGC Appointees shall remain as the single GGC Appointee. (v) The Company shall provide the same reimbursement of expenses incurred by each GGC Appointee, and the same rights and benefits of indemnity to each GGC Appointee, as are provided to other non-employee directors on the Board; provided that the GGC Appointees shall be provided any retainers, including meeting fees, or other cash compensation or equity compensation for their service on the Board or any committee thereof. The Company acknowledges that certain directors (including the GGC Appointees) may have certain rights to indemnification, advancement of expenses and/or insurance provided by other entity sources with respect to such directors’ association with the Company and its subsidiaries (collectively“Other Indemnitors”). Notwithstanding the existence of any Other Indemnitor with respect to any director, the Company shall be the indemnitor of first resort (i.e., the Company’s obligations for indemnification and expense advancement to a “Person”director are primary and any obligations of any Other Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by a director are secondary), with respect to any such directors’ association with the Company and its subsidiaries. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any director with respect to any claim for which such director has sought indemnification from the Company shall affect the foregoing, and such Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of such director against the Company. The Other Indemnitors shall be express third party beneficiaries of the terms of this Section 4A(v). (vi) For the avoidance of doubt, any members of the Board elected pursuant to Section 5(a) of the Certificate of Determination shall be deemed an “Affiliate” of another Person whoto satisfy in whole or in part, directly or indirectlyas applicable, controls, is controlled by or is Investor’s right to designate the GGC Appointee(s) under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.this Section 4A.

Board Composition. Each Holder agrees to vote(i) Within five (5) Business Days following the execution of this Agreement, or cause to be voted, the Board and all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent applicable committees of the stockholders, subject Board shall take all necessary actions to Section 5, (x) fix the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority size of the holders Board at eight (8) directors, (y) appoint each of Series A Preferred Stock ▇▇▇▇ ▇▇▇▇▇▇ (the “Series A DesigneeVelan Principal Appointee”), for so long as 1,000,000 share ) and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Investor Group Independent Appointee,” and each of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations the Velan Principal Appointee and the likeInvestor Group Independent Appointee is referred to as an “Investor Group Appointee” and, which individual shall initially be collectively, the “Investor Group Appointees”) as a director of the Company and (z) appoint ▇▇▇▇▇ ▇▇▇▇▇▇ (the “New Independent Appointee” and, collectively with the Investor Group Appointees, the “New Directors”) as a director of the Company. During the period commencing with the date of this Agreement through the expiration of the Cooperation Period, the Board and all applicable committees of the Board shall not increase the size of the Board to more than eight (8) directors, unless mutually agreed to in writing by the Company and the Investor Group. (ii) Concurrent with the execution of this Agreement, each Investor Group Appointee will execute and deliver to the Company an irrevocable letter of resignation in the form attached hereto as Exhibit A. (iii) At all times while serving as a member of the Board, the New Directors shall comply with the same policies and obligations regarding confidentiality, conflicts of interest, related party transactions, fiduciary duties, codes of conduct, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director▇ and disclosure policies, one person designated from time to time by a majority director resignation policy, and other governance guidelines and policies of the holders Company applicable to all other non-management members of Common Stock the Board (such policies, the “Common Stock DesigneesCompany Policies”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) . The Company represents and warrants that all Company Policies currently in effect are publicly available on the Company’s Chief Executive Officerwebsite or have been provided to the Investor Group or its counsel. The Company agrees that, who as of upon appointment to the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”)Board, provided that if for any reason the CEO each New Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares receive (i) to remove the former Chief Executive Officer same benefits of the Company from the Board if such person has not resigned director and officer insurance as a member of all other non-management directors on the Board; and , (ii) to elect such person’s replacement the same compensation for his or her service as Chief Executive Officer of the Company a director as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of compensation received by other non-management directors on the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any (iii) such other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares benefits on the same basis as all other non-management company or investment adviser with, such Persondirectors on the Board.

Board Composition. Each Holder agrees 7.2.1. Immediately upon expiration or early termination of the waiting period under the HSR Act applicable to votethe transactions contemplated hereby, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as Purchaser shall be necessary entitled to ensure that at each annual or special meeting of stockholders at which an election of designate two (2) directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as on the Chief Executive Officer Board of Directors of the Company. The Company shall, as soon as practicable after such time, take all action necessary to cause such individuals to be appointed to the Board and to have at least one such individual on each committee of the Holders Board, including either increasing the size of the Board or securing the resignations of incumbent directors or both. 7.2.2. In connection with the Stockholders Meeting, the Company shall promptly vote their respective Shares (i) to remove set the former Chief Executive Officer size of the Company from the its Board if such person has not resigned as a member of the Board; at five directors and (ii) nominate for election at the Stockholders Meeting a slate of director candidates reasonably acceptable to elect such person’s replacement as Purchaser, which shall include three candidates designated by Purchaser ("Purchaser Designees"), the existing Chief Executive Officer (the "Management Designee") and one candidate selected by the Purchaser and the Company who shall not be an Affiliate or employee of either the Purchaser or the Company and shall otherwise constitute an "independent director" under the rules of the The Nasdaq Stock Market (the "Outside Designee"), and the Company as shall, at such time, promptly take all action necessary to cause the new CEO DirectorPurchaser Designees, the Management Designee and the Outside Designee to be so elected, including either increasing the size of the Board or securing the resignations of incumbent directors or both. To the extent that Purchaser is otherwise permitted to vote in the election of directors at the Stockholders Meeting, Purchaser agrees to vote any of clauses (a) through (c) above shall not be applicable, any member shares of the Board who would otherwise have been designated Series A Preferred Stock or Common Stock it owns in accordance with the terms thereof shall instead be voted upon by all the Holders favor of the Company entitled to vote thereon in accordance with, election of the Outside Designee and pursuant tothe Management Designee at the Stockholders Meeting. To the extent that the Purchaser Designees and the Management Designee are elected as directors, the Restated CertificateCompany will use its reasonable best efforts to cause the number of Purchaser Designees and Management Designee, respectively, to constitute the same percentage as they represent on the Board of each committee of the Board. For purposes of Nothing in this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) Section 7.2.2 shall be deemed to constitute an “Affiliate” admission that any of another Person whothe Purchaser Designees are not "independent directors" for purposes of the rules of The Nasdaq Stock Market. In connection with the Stockholders Meeting, directly Purchaser agrees to vote all shares of the Series A Preferred Stock and Common Stock owned by it in favor of the Purchaser Acquisitions. 7.2.3. If the Company terminates the Second Issuance Agreements pursuant to Section 9.1.4, then to the extent that three Purchaser Designees have been elected to the Company's Board of Directors at the Stockholders Meeting, then Purchaser agrees to cause such number of Purchaser Designees to resign from the Company's Board of Directors so as to reflect a reallocation of board seats (based on a five-person Board of Directors) proportionate to Purchaser's economic interest in the Company, rounded down to the nearest whole number of directors; provided however, that in no event shall Purchaser have ---------------- fewer than two Purchaser Designees on the Company's Board of the Directors following such reallocation. 7.2.4. At each annual or indirectlyother meeting after the Stockholders Meeting at which the election of directors is considered, controlsso long as Purchaser owns not less than one-half of the aggregate shares of Common Stock (including those issuable upon conversion of the Series A Preferred Stock) purchased in the Offer and in the First Closing, the Board of Directors of the Company, subject to its fiduciary duties, shall continue to nominate at least two representatives of Purchaser for election to the Board. Purchaser agrees that, so long as the current Management Designee is controlled by or is under common control with such Personthe Chief Executive Officer, including, without limitation, any general partner, managing member, officer, director or trustee Purchaser will vote its shares in favor of such Person, person's election at each annual or any venture capital fund or registered investment company now or hereafter existing that other meeting after the Stockholders Meeting at which the election of directors is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personconsidered.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As One (1) person designated by ABG II-Alzheon Limited, who shall serve as the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations Director and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. , for so long as ABG II-Alzheon Limited and its Affiliates continue to own beneficially at least 1,459,854 shares of Series A Preferred Stock (which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like), provided, that if ABG II-Alzheon Limited no longer has the right to designate the Series A Director pursuant to the foregoing clause, then the holders of a majority of the then outstanding shares of Series A Preferred Stock shall be entitled to nominate the Series A Director for so long as at least 1,094,891 shares of Series A Preferred Stock are issued and outstanding (which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like); (b) The Company’s Chief Executive Officer, who shall initially be the Founder (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (c) Five (5) individuals designated by the holders of a majority of the then outstanding shares of Common Stock. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes Certificate of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonIncorporation.

Board Composition. Each Holder agrees to voteThe Board shall initially be four, or cause to be voted, all Shares owned by such Holder, or over among which such Holder has voting control, from time to time and at all times, in whatever manner as (i) one director shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one a person designated from time to time by a majority of the holders of Series A Preferred Stock Yahoo (the “Series A Yahoo Designee”), provided, that a second director shall be a person designated by Yahoo (so two directors in total shall be persons designated by Yahoo) in the event SOFTBANK no longer has the right to designate a director pursuant to subclause (iii) of this Section 2.3, provided, further, Yahoo shall only have the right to designate a director or directors for so long as 1,000,000 Yahoo owns at least 37.5% of the number of the Equity Securities it owns as of the Closing Date, (ii) two directors shall be persons designated by the Management Members (each a “Management Member Designee” and collectively, the “Management Member Designees”); provided, that in the event the Management Members, collectively, own less than 25% of the number of Equity Securities they own as of the Closing Date, only one director shall be designated by the Management Members and the Management Members will continue to have the right to designate at least one director on the Board as long as JM owns one share of Series A Preferred Stock are outstandingEquity Security of the Company, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual (iii) one director shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one a person designated from time to time by a majority of the holders of Common Stock SOFTBANK (the “Common Stock DesigneesSOFTBANK Designee”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officerprovided, who that SOFTBANK will no longer have the right to designate a director on the Board in the event it ceases to own at least 50% of the number of Equity Securities it owns as of the Closing Date. From and after the fifth anniversary of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (Agreement, Yahoo shall have the “CEO Director”), provided that if for any reason right to designate a number of directors equal to the CEO Director shall cease to serve as the Chief Executive Officer greater of the Company, each of the Holders shall promptly vote their respective Shares (i) the number of directors that Yahoo would otherwise be entitled to remove the former Chief Executive Officer designate as of the Company from the Board if such person has not resigned as a member of the Board; date under this Agreement and (ii) the number of directors that the Management Members are entitled to elect designate as of such person’s replacement as Chief Executive Officer date under this Agreement. Without limiting the generality of the Company as requirements of Sections 2.1 and 2.2, the new CEO Director. To Shareholders and Subordinate Shareholders will take all actions necessary to effect the extent that any provisions of clauses (a) through (c) above shall not be applicablethis Section 2.3, any member including amending the Memorandum and Articles to increase or decrease the numbers of directors on the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust electing or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personremoving directors.

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders Effective Time, the Board will be classified and will consist of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;following individuals: (b) As From and after the Common Stock DirectorEffective Time, the Company and each Harbinger Party will cooperate to ensure that, to the greatest extent possible, the Board consists of ten (10) Directors, of which (i) at least three (3) Directors shall be Independent Directors nominated by the Special Nominating Committee in accordance with this Article III and the Company By-Laws and (ii) one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c1) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as be the Chief Executive Officer of the Company. Notwithstanding anything in this Agreement to the contrary, each the Board and all of the Holders Committees will operate in such a way to permit the Company to comply with applicable Law and maintain its listing on the Applicable Exchange on which the Voting Securities are then listed or quoted. Notwithstanding anything to the contrary set forth herein, if, at any time after the Effective Date, the Company shall promptly vote their respective Shares (i) cease to remove qualify as a “controlled company” for the former Chief Executive Officer purposes of the Company from the Board if such person has not resigned as a member rules of the Board; NYSE, the Parties hereby agree that, the Harbinger Parties shall have the right, in their sole discretion and (ii) by written notice to elect such person’s replacement as Chief Executive Officer of the Company, to cause the Company as to increase the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member size of the Board who would otherwise have been designated to add such members as may be required to comply with applicable Law and maintain its listing on the Applicable Exchange on which the Voting Securities are then listed or quoted and in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant tosuch event, the Restated Certificate. For purposes Harbinger Parties shall thereafter have the right to designate for nomination by the Nominating and Corporate Governance Committee the resulting vacancies with designees of this Agreementtheir choice; provided, an individualhowever, firm, corporation, partnership, association, limited liability company, trust that nothing contained herein shall in any way affect the size of or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares powers delegated to the same management company or investment adviser with, such PersonSpecial Nominating Committee.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (ai) As At each election of directors in which the holders of the Series A DirectorPreferred Stock, voting as a separate class, are entitled to elect three (3) directors of the Company, two (2) individuals designated as Series A Directors by the Founding Investor, for so long as such Founding Investor holds any shares of Preferred Stock, one person designated from time to time by a majority of whom shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇ and the other seat shall initially be vacant, (ii) at each election of directors in which the holders of the Series A Preferred Stock Stock, voting as a separate class, are entitled to elect three (3) directors of the “Company, one (1) individual designated as Series A DesigneeDirector by Beacon Bioventures Fund III Limited Partnership (“Beacon Bioventures”), for so long as 1,000,000 share Beacon Bioventures holds any shares of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the likeStock, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; , and (biii) As the Common Stock Director, one person designated from time to time by a majority at each election of directors in which the holders of Common Stock the Series B Preferred Stock, voting as a separate class, are entitled to elect one (1) director of the Company, such director designated by Nextech III Oncology LPCI (“Common Stock DesigneesNextech”), for so long as Nextech holds any shares of Preferred Stock, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. (b) At each election of directors in which the holders of the Common Stock, voting as a separate class, are entitled to elect one (1) director of the Company, the Chief Executive Officer of the Company (the “CEO Director”) shall serve as their designee, which individual shall initially be ▇▇▇▇▇▇▇ M.D. (the “CEO Director”)▇. ▇▇▇▇▇▇, provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (c) At each election of the remaining directors in which the holders of the Preferred Stock and Common Stock, voting together on an as-converted basis, are entitled to elect directors of the Company, three (3) individuals not otherwise an Affiliate of the Company or of any Investor: (i) one (1) of whom is designated by the Investors holding a majority of the outstanding shares of Preferred Stock, voting together as a single class on an as-converted basis, and (ii) two (2) of whom are designated by the Stockholders holding a majority of the outstanding shares of Common Stock and Preferred Stock, voting together as a single class on an as-converted basis and is acceptable to a majority of the Preferred Directors; provided, however, that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ may serve as a director designated pursuant to this Section 2.2(c). Initially, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall be designated pursuant to this Section 2.2(c)(i), and ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be designated pursuant to this Section 2.2(c)(ii). (d) To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held held, or pursuant to any written consent of the stockholders, subject to Section 5elect members of the Board, the following persons shall shall, subject to Sections 5, be elected to the Board: (a) As the Series B Director, one person designated by the largest holder from time to time of the Company’s Series B Preferred Stock (such holder, the “Series B Director Designator”), for so long as such holder holds at least 625,000 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock) (subject to appropriate adjustment for stock splits, stock dividends, stock combinations and the like). (b) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock Obsidian Acquisition Partners, LLC (the “Series A DesigneeObsidian”), for so long as 1,000,000 share Obsidian or its Affiliates (as defined below) beneficially own at least 1,698,979 shares of Series A Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock are outstanding, which number is subject Stock)(subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations stock combinations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and; (c) The Company’s Chief Executive OfficerAs the Founder Director, who as of the date of this Agreement is ▇▇initially ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (d) As the Common Director, the Company’s Chief Executive Officer, currently ▇▇▇▇▇▇ M.D. ▇▇▇▇ (the “CEO Director”); provided, provided however, that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (e) As the Independent Director, one individual with relevant industry experience who is nominated by a majority of the other Directors, which seat shall initially be vacant. To the extent that any of the foregoing clauses (a) through (c) above of this Section 1.3 shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders Stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectivelyeach, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to From and after the Closing Date, Ventures shall vote, or cause to be voted, all Shares owned by such HolderVentures, or over which such Holder Ventures has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of the stockholders of Holdings at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5stockholders of Holdings, the following persons shall be elected to the Board: 1) Two (a2) As the Series A Director, one person persons designated from time to time by a majority holders of the holders Class A partnership interests of Series A Preferred Stock (Ventures pursuant to the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstandingVentures Agreement, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual individuals shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, M.D. and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M.D.; 2) Two (b2) As persons designated by holders of the Common Stock DirectorClass B partnership interests of Ventures pursuant to the Ventures Agreement, one which individuals shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D. and ▇▇▇▇▇▇▇ ▇▇▇▇, M.D.; 3) Three (3) persons designated by holders the Class C and Class D partnership interests of Ventures, voting as a single class pursuant to the Ventures Agreement, which individuals shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇, M.D., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, M.D. and ▇▇▇▇▇ ▇▇▇▇, M.D.; 4) One (1) person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”)Class A and Class B partnership interests of Ventures, voting as a single class pursuant to the Ventures Agreement, who shall be the Chairman of the Board, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M.D.; and 5) Two (c2) The Company’s Chief Executive Officerpersons designated by the holders of the Class A and Class B partnership interests of Ventures, voting as a single class pursuant to the Ventures Agreement, who as shall be “independent directors” within the meaning of the date rules of this Agreement is ▇▇▇the Nasdaq Capital Market, which individuals shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses the Board determines to expand its size to eleven (a11) through (c) above directors, such additional director shall not be applicable, any member an “independent director” within the meaning of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders rules of the Company entitled Nasdaq Capital Market. Such individual shall initially be designated by the holders of the Class C and Class D partnership interests of Ventures, voting as a single class pursuant to vote thereon the Ventures Agreement. Upon the resignation or removal of such individual, future independent directors filling this seat shall be designated by a majority of the Board. Notwithstanding anything in accordance withSection 1(c)(5) to the contrary, and pursuant toif, prior to the determination to expand the Board to eleven (11) directors, the Restated Certificate. For purposes holders of this Agreementthe Class C and Class D partnership interests of Ventures shall have appointed a successor director to replace an independent director pursuant to the second paragraph of Section 1(e)(2), an individual, firm, corporation, partnership, association, limited liability company, trust or then the additional director and any other entity (collectively, a “Person”) replacements for the additional director shall be deemed an “Affiliate” designated by a majority of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonBoard.

Board Composition. Each Holder Shareholder agrees to vote, or cause to be voted, all Shares owned by such HolderShareholder, or over which such Holder Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders shareholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5shareholders, the following persons shall be elected to the Board: (a) As For so long as Highland Consumer Fund and its Affiliates (as defined below) (collectively, “Highland”) have not transferred (other than to the Series A Director, one person designated from time Company or to time by a majority Affiliates of the holders of Highland) more than 806,951 Series A Preferred Stock Shares (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock all share splits, stock dividends, combinations, recapitalizations and the like), two (2) individuals designated by Highland, which individual shall initially be individuals are as at the date hereof, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇and ▇▇▇ ▇▇▇▇▇▇▇▇▇; andprovided, however, if Highland and its Affiliates have transferred (other than to the Company or to Affiliates of Highland) more than 806,951 Series A Preferred Shares but less than 1,613,902 Series A Preferred Shares (in each case, subject to appropriate adjustment for all share splits, dividends, combinations, recapitalizations and the like), Highland shall be entitled to designate one (1) individual to the Board (such person or persons, as the case may be, the “Highland Designees”); for greater certainty, any transferee of Highland’s Series A Preferred Shares or Series A-l Preferred Shares that is not an Affiliate of Highland shall not have any right to designate directors pursuant to this Section 1; (cb) The Company’s Chief Executive Officer, who as Officer (the “CEO”) of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. Company at any given time (the “CEO Director”); for greater certainty, provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the CompanyCEO, each of the Holders Shareholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company CEO from the Board if such person has not resigned as a member of the Board; Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company CEO as the new CEO Director; provided, however, that nothing herein is intended to confer any rights upon the CEO as a party hereto, a third party beneficiary hereunder or otherwise, and the right set forth in this Subsection 1.2(b) may be amended or revoked at any time by the parties hereto in accordance with Subsection 6.9; (c) Four (4) individuals (or, subject to the provisions of this Subsection 1.2(c), five (5) individuals if Highland is entitled to designate only one (1) individual to the Board pursuant to Subsection 1.2(a)) (the “Rainy Day Designees”) designated by Rainy Day Investments Ltd. (“Rainy Day”), as long as Rainy Day, ▇▇▇▇▇ ▇▇▇▇▇, and their respective Affiliates (together, the “Founders”) own, in the aggregate a majority of the outstanding Common Shares of the Company (assuming the exercise and conversion of all outstanding options, warrants and convertible securities), which individuals are as at the date hereof, (i) ▇▇▇▇▇ ▇▇▇▇▇, (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and (iv) ▇▇▇▇▇▇ San ▇▇▇▇; provided that if and when the Founders in the aggregate own less than a majority of the outstanding Common Shares (assuming the exercise and conversion of all outstanding options, warrants and convertible securities) but more than five percent (5%) of the outstanding Common Shares (assuming the exercise and conversion of all outstanding options, warrants and convertible securities), then Rainy Day shall be entitled to designate that number of directors as equals the proportion of the members of the Board (rounded to the nearest whole number, with 0.5 being rounded down) equal to a fraction, the numerator of which is the number of Common Shares then owned by the Founders and the denominator of which is the total number of Common Shares then outstanding (in each case, assuming the exercise and conversion of the outstanding options, warrants and convertible securities); (d) One (1) independent director (the “Independent Director”) who shall be required to invest, either directly or through a holding company controlled by him, at least $500,000 in the Company concurrently upon becoming a director of the Company, or such other higher amount agreed upon by Rainy Day and Highland. To The Independent Director shall be either Canadian or American with expertise in the extent retail sector. The Independent Director shall be proposed by Rainy Day and approved by Highland. In this regard, Rainy Day shall provide suggested names of candidates to act as the Independent Director. Thereafter, Highland shall indicate which names proposed by Rainy Day may be approached by Rainy Day and Highland. Rainy Day and Highland will then determine, from the names proposed by Rainy Day and accepted by Highland, who among them are both ready and interested to serve and invest as contemplated above, at which point, Highland and Rainy Day shall each interview these individuals. Highland will then communicate which of such individuals, if any, whom it has interviewed are acceptable to it, and Rainy Day shall select an individual from the names approved by Highland to be the Independent Director, or if none of the names interviewed by Highland is acceptable to Highland or it none of the names approved by Highland is acceptable to Rainy Day, Rainy Day shall then provide other potential candidates to Highland, who will be subject to the above process. Once determined in accordance with the foregoing, the Independent Director may only be removed by agreement of Highland and Rainy Day. The Independent Director shall act as Chair of the Board as long as the Independent Director remains involved with the Company and maintains his/her aforementioned investment in the Company. The first Independent Director shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, who shall be appointed concurrently with, or immediately after, the completion of the investment by his affiliated holding company, Capital GYR Inc., to acquire 110,498 Series A-l Preferred Shares at a price of $9.05 per share; (e) If the Independent Director resigns or is removed from the Board in accordance with Section 1.2(d) hereof, his/her successor shall be selected in accordance with the process set forth in Section 1.2(d) hereof. Moreover, if the Independent Director resigns or is removed, until his/her successor is agreed upon by Highland and Rainy Day and joins the Board in accordance with the terms hereof, Rainy Day agrees that any one of its designated directors shall become a non-voting member of the Board, such that there shall only be three (3) voting Rainy Day Designees serving on the Board until a successor Independent Director is appointed and serving as a director/Chair of the Board, and upon such appointment of the successor Independent Director, Rainy Day shall be entitled to a fourth voting Rainy Day Designee. If the Independent Director resigns or is removed from the Board, Section 1.6 herein will cease to apply and have effect until the successor Independent Director is appointed and serving as a director/Chair of the Board in accordance with the terms hereof. Any member of the Board not designated pursuant to clauses (a) through (ce) above shall not be applicable, any member an independent director mutually agreeable to Rainy Day and Highland and elected by all of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company Shareholders entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateCanada Business Corporations Act. Such independent director(s) shall not have the power conferred by Section 1.6 of this Agreement. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as (a) The Company shall be necessary governed by a Board of Directors. The Board shall (subject to ensure matters that at are reserved to shareholders under applicable Law and the Articles) be responsible for the overall direction, supervision and management of the Company. (b) The Board shall comprise of five (5) directors (each annual or special meeting of stockholders at which an election of directors a “Director”), except as otherwise is held or pursuant to any mutually agreed by the written consent of each Shareholder. The Shareholders agree that Party B shall have the stockholders, subject right to Section 5, the following persons shall be elected to the Board: appoint three (a3) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock directors (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; Directors”) and Party A shall have the right to appoint two (b2) As directors (the Common Stock Director“GNC Directors”). Each Director shall be required to have relevant qualifications, background and financial, inventory, management, commercial and other experience with respect to the Business. Party A and Party B shall consult with one person designated from time another in good faith regarding the selection of Directors to time be appointed to the Board. The Chairman of the Board shall be appointed by action of the Board upon the affirmative vote of a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andDirectors. (c) The Company’s Chief Executive Officer, who as right of appointment conferred on the appointer(s) under Section 3.1(b) shall include the right of the date appointer(s) to remove at any time from office such person appointed by such appointer(s) as a Director and the right of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”appointer(s) at any time to replace any Director appointed by such appointer(s), provided that if for any reason subject always to the CEO provisions of Section 3.1(b). (d) Each appointment or removal of a Director pursuant to Sections 3.1(b) and 3.1(c) shall cease be in writing and signed by or on behalf of the appointer(s) and shall be delivered to serve as the Chief Executive Officer registered office of the Company. (e) Subject to applicable Law, each Director shall be entitled to appoint an alternate to serve at any Board meeting, and such alternate shall be permitted to attend all Board meetings and vote on behalf of the Holders director for whom she or he is serving as an alternate. (f) Each Shareholder shall promptly vote their use its respective Shares (i) to remove the former Chief Executive Officer of votes in the Company from to ensure that the Board if such person has not resigned as a member of is constituted by persons in the Board; manner set out in this Agreement. (g) Each Director shall, subject to his fiduciary duties and (ii) to elect such person’s replacement as Chief Executive Officer of appropriate confidentiality undertakings by the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not appointer, be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, disclose to his appointer such information concerning the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonGroup as he thinks fit.

Board Composition. Each Holder (a) From and after the date hereof, each Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary, and the Company will take all reasonable actions within its control as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Boardcause: (ai) As the Series A Director, one person designated from time to time by a majority nomination and election of three (3) directors of the holders of Series A Preferred Stock Company designated by the Investors (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Investor Designees”), which individual Investor Designees shall initially have sole right and authority to appoint and remove the chairman of the Board (the “Chairman”); (ii) the nomination and election of two (2) directors of the Company designated by the Key Holders (the “Key Holder Designees”); (iii) the prompt removal (with or without cause) of any or all Investor Designees at the written request of the Investors (but only upon such written request and under no other circumstances); (iv) the prompt removal (with or without cause) of any or all Key Holder Designees at the written request of the Key Holders (but only upon such written request and under no other circumstances); (v) in the event that any Investor Designee for any reason ceases to serve as a director of the Company during such director’s term of office, the resulting vacancy shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇filled by a person designated by the Investors; and (cvi) The Companyin the event that any Key Holder Designee for any reason ceases to serve as a director of the Company during such director’s Chief Executive Officerterm of office, who the resulting vacancy shall be filled by a person designated by the Key Holders. (b) Effective as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇hereof, (i) the Investor Designees shall be ▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”)▇. ▇▇▇▇, provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and III, (ii) to elect such person’s replacement as Chief Executive Officer of the Company as Key Holder Designees shall be ▇▇▇▇▇ and ▇▇▇▇▇▇▇, and (iii) the new CEO DirectorChairman shall be ▇▇▇▇ ▇. To the extent that any of clauses (a) through ▇▇▇▇▇▇. (c) above shall not be applicable, All Stockholders agree to execute any member of written consents required to perform the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes obligations of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or and the Company agrees at the request of any other entity (collectively, party entitled to designate directors pursuant to this Section 1.2 to call a “Person”) shall be deemed an “Affiliate” special meeting of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee the Stockholders for the purpose of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personelecting directors.

Board Composition. Each Holder agrees So long as Holders affiliated with Post or any of their respective Affiliates hold any Securities, Post, on behalf of such Holders and their respective Affiliates, as applicable, (i) shall have the right to vote, or cause designate one designee for election to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting the Board of stockholders at which an election of directors is held or pursuant to any written consent Directors of the stockholdersIssuer (and every committee thereof), subject to Section 5, the following persons which designee shall either be elected an investment professional employed by or associated in a consulting or similar capacity with Post or an individual otherwise reasonably acceptable to the Board: (a) As the Series A Director, one person designated from time to time by a majority in interest of the holders of Series A Preferred Stock Majority Equity Sponsor (the “Series A Board Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) shall have the right to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member designate one designee to attend all meetings of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of Directors of the Company entitled to vote thereon in accordance withIssuer (and every committee thereof) as an observer, and pursuant to, the Restated Certificate. For purposes of this Agreement, which observer shall either be an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled investment professional employed by or is under common control associated in a consulting or similar capacity with such Person, including, without limitation, any general partner, managing member, officer, director Post or trustee an individual otherwise reasonably acceptable to the majority in interest of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by the Majority Equity Sponsor (the “Board Observer”). The Board of Directors of the Issuer will meet at least one (1) time per quarter. If the Board Designee has been designated, he or more general partnersshe will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer (and every committee thereof). If the Board Observer has been designated, managing members he or investment advisers ofshe will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer (and every committee thereof). Upon election of the Board Designee, the Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or shares her capacity as a director of the Issuer. At all times during the tenure of the Board Designee, the Issuer shall maintain a directors’ and officers’ liability insurance policy from financially sound and reputable insurers with coverage customary for companies similarly situated to the Issuer. If the Board Designee is not an employee of Post, the Issuer shall pay him or her the same management company compensation for his or investment adviser withher services as a director of the Issuer as the compensation, such Personif any, paid to non-employee directors of the Issuer.

Board Composition. Each Holder agrees to vote(a) Effective as of the Effective Time (as defined in the Agreement and Plan of Merger, or cause to dated as of November 14, 2013, by and between United Financial Bancorp, Inc. (“United”) and Rockville Financial, Inc. (“Rockville”), as the same may be voted, all Shares owned by such Holder, or over which such Holder has voting control, amended from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A DesigneeMerger Agreement”)) and notwithstanding any other provision of these Bylaws that may be to the contrary, the Board of Directors of the Corporation shall consist of twenty (20) Directors (or, if the Corporation’s Certificate of Incorporation does not allow that number, sixteen (16) Directors), half of whom shall be former members of the Board of Directors of Rockville chosen by Rockville (the “Former Rockville Directors”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be including ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇ ▇▇, ▇▇, and half of whom shall be former members of the Board of Directors of United (other than ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇ ▇▇▇▇ . ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇will be replaced by J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) chosen by United (the “Former United Directors”). The Former United Directors and Former Rockville Directors shall be apportioned among the classes of the Board of Directors as nearly evenly as is possible. The placement of specific Former United Directors by class shall be as determined by United, and the placement of specific Former Rockville Directors by class shall be as determined by Rockville, in each case subject to the preceding sentence; provided, however, that each of Messrs. ▇▇▇▇▇▇▇▇ M.D. and ▇▇▇▇▇▇▇▇ shall be placed in the class whose term shall expire at the Corporation’s first annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) and, subject to satisfaction of the Corporation’s then-existing re-nomination policies and criteria applicable to incumbent directors, shall be nominated for a full term; and provided further, however, that all Former Rockville Directors and Former United Directors (or any successors thereto nominated in accordance with these Bylaws) whose terms shall expire at the Corporation’s first and second annual meetings of shareholders following the Effective Time (or special meetings in lieu thereof), subject to satisfaction of the Corporation’s then-existing re-nomination policies and criteria applicable to incumbent Directors, shall be nominated for full terms. During the period (the “CEO DirectorThree-Year Period”) beginning immediately following the Effective Time and extending through the point in time immediately prior to the later of the Corporation’s third annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) or the 2017 annual meeting of shareholders (collectively, the “Third Annual Meeting”), the number of Directors of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors; provided that if for any reason the CEO Director Board of Directors shall cease to serve as consist of an equal number of Former Rockville Directors and Former United Directors. Following the Chief Executive Officer expiration of the CompanyThree-Year Period (for the avoidance of doubt, the election of Directors at the Third Annual Meeting shall be deemed for purposes of these Bylaws to follow the expiration of the Three-Year Period, and the provisions of this sentence shall apply to such election), the number of Directors of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors, and the requirement to have an equal number of Former Rockville Directors and Former United Directors shall expire. Subject to Article IV of these Bylaws, each of the Holders Former Rockville Directors and Former United Directors shall promptly vote serve on committees of the Board of Directors, consistent with their respective Shares expertise and interest, and based on the needs of the Board of Directors and the requirements of such positions. (b) The Board of Directors has resolved that, effective as of the Effective Time and notwithstanding any other provision of these Bylaws that may be to the contrary, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Chairman of the Board of Directors and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. shall serve as Vice Chairman of the Board of Directors. If, during the Three-Year Period, (i) to remove the former Chief Executive Officer ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. cannot serve as Chairman of the Company from Board of Directors, then a new Chairman of the Board if such person has not resigned as of Directors shall be elected by a member majority vote of the Board; and Former United Directors, or (ii) to elect such person’s replacement ▇▇. ▇▇▇▇▇▇▇ cannot serve as Chief Executive Officer Vice Chairman of the Company as Board of Directors, then a new Vice Chairman of the new CEO Director. To Board of Directors shall be elected by a majority vote of the extent that any of clauses (a) through Former Rockville Directors. (c) above shall not be applicable, any member Until the expiration of the Board who would otherwise have been designated in accordance Three-Year Period, the provisions of this Section 2 may be modified, amended or repealed, and any Bylaw provision inconsistent with the terms thereof shall instead provisions of this Section 2 may be voted upon adopted, only by all the Holders an affirmative vote of at least two-thirds of the Company entitled to vote thereon full Board of Directors. 4. deleting Section 4 of Article III in accordance with, its entirety and pursuant to, inserting in its place the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.following new Section 4:

Board Composition. Each Holder Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control), from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders Shareholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5Shareholders, the following persons shall be elected to the Board: (a) As the Majority Series A Director, Shareholders shall be entitled to nominate and elect one person designated from time to time by a majority (1) director of the holders Board of Series A Preferred Stock the Company (the “Series A DesigneeDirector”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇being ▇▇▇ ▇▇▇▇▇▇▇ as of the date hereof; (b) As the Common Stock Director, Majority Series B Shareholders shall be entitled to nominate and elect one person designated from time to time by a majority (1) director of the holders Board of Common Stock the Company (the “Common Stock DesigneesSeries B Director”), which individual being ▇▇▇▇▇, ▇▇▇▇▇ ZIPING as of the date hereof; (c) CBC shall initially be ▇entitled to nominate and elect one (1) director of the Board of the Company (the “Series C Director”), so long as CBC remains to be the largest holder of Series C Preferred Shares, being ▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who ▇ as of the date hereof; (d) the Relative Majority Series D Shareholder shall be entitled to nominate and elect one (1) director of this Agreement is the Board of the Company (the “Series D Director”), being ▇▇▇▇▇▇▇▇▇ ▇▇▇ as of the date hereof, who is nominated and elected by Harvest; provided, however, that in case there are two or more Series D Shareholders whose shareholding percentage of Series D Preferred Shares be equivalent with each other and all exceed any of the other single Series D Shareholders (the “Series D Paralleling Relative Majority Holders”, each a “Series D Paralleling Relative Majority Holder”), then upon written request of any of such Series D Paralleling Relative Majority Holders, a Shareholders’ meeting shall be convened, or a unanimous written resolution shall be adopted by all Shareholders without convening a meeting, in which the nominee of a Series D Paralleling Relative Majority Holder who has obtained the supporting votes from the Series D Shareholders of the majority of the Series D Preferred Shares shall be the new Series D Director; (e) Alibaba shall be entitled to nominate and elect one (1) director of the Board of the Company (“Alibaba Director”), being Zhaoyuan Zhu as of the date hereof; (f) YF shall be entitled to nominate and elect one (1) director of the Board of the Company (“YF Director”, together with Alibaba Director, the “Series E Directors” and each a “Series E Director”), being ▇▇▇▇▇ ▇▇▇▇ as of the date hereof; (g) BOCOM International shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Series F Director”), being Wu Li as of the date hereof; (h) the Investor shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Series F-1 Director”, together with the Series A Director, the Series B Director, the Series C Director, the Series D Director, the Series E Directors and the Series F Director, the “Preferred Directors” and each a “Preferred Director”), initially to be Qiuran Jia ; (i) the Majority Ordinary Holders shall be entitled to nominate and elect up to eight (8) directors of the Board of the Company (the “Ordinary Share Directors”), including ▇▇▇▇▇▇ M.D. ▇▇ (the “CEO Director”许式伟), provided that if for any reason the CEO Director shall cease to serve Guihua Lv (呂桂华), Jianghua Du (杜江华) and ▇▇▇▇▇ ▇▇ (纪强) as the Chief Executive Officer of the Company, each of date hereof; and (j) the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member chairman of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders is ▇▇▇▇▇▇ ▇▇ (许式伟) as of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Persondate hereof.

Board Composition. Each Holder agrees From and after the Effective Time (as defined in the Merger Agreement) and until the provisions of this Section 1A cease to votebe effective in accordance with Section 1D, each Stockholder shall vote or cause to be votedvoted all of his, all her or its Stockholder Shares owned by such Holder, or and any other voting securities of the Company over which such Holder Stockholder has voting controlcontrol and shall take all other customary and reasonable actions within his, from time to time and at all timesher or its control (whether in such Stockholder’s capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise (unless, in whatever manner the case of any action in such Stockholder’s capacity as an officer, director or member of a board committee, such action would be inconsistent with such Stockholder’s fiduciary duties under applicable laws), and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including calling special board and stockholder meetings, causing the designated individuals to be nominated for election to the Board, soliciting proxies in favor thereof and recommending that stockholders of the Company elect to the Board each such designee), so that: (i) except as otherwise contemplated by the Certificate of Incorporation, (a) the authorized number of directors on the Board shall be necessary to ensure that established and maintained at twelve (12), (b) from and after the effective time of the Merger, the Board shall be divided into three classes designated as Class I, Class II and Class III, (c) the term of office of the initial Class I directors shall expire at the first annual meeting of stockholders after the Merger, the term of office of the initial Class II directors shall expire at the second succeeding annual meeting of stockholders after the Merger and the term of office of the initial Class III directors shall expire at the third succeeding annual meeting of the stockholders after the Merger, and (d) at each annual or special meeting of stockholders after the Merger, directors elected to replace those of a Class whose terms expire at which an such annual meeting shall be elected to hold office until the third succeeding annual meeting after their election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, and until their respective successors shall have been duly elected and qualified; (ii) the following persons shall be appointed to the Board as of immediately prior to the effective time of the Merger and nominated for re-election and elected to the BoardBoard as set forth below: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as a Class III director and, after the expiration of his initial term as a director, for so long as he serves as the chief executive officer of the Company or any of its Subsidiaries; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇. Shear, as a Class III director and, after the expiration of his initial term as a director, for one additional three-year term as a Class III director; (c) three (3) representatives who meet the applicable director independence requirements of The Nasdaq National Market or any other securities exchange on which the securities of the Company may be listed from time to time, one (1) of which shall be a Class II director designated by ▇▇▇▇▇ M.D. ▇. Shear and two (2) of which shall be Class III directors designated by the “CEO Director”), provided that if Board; (d) (I) for any reason the CEO Director shall cease to serve so long as the Chief Executive Officer WCP Investors retain voting control over at least 50% of the outstanding voting securities of the Company, each seven (7) representatives designated by the WCP Investors, four (4) of which shall be Class I directors and three (3) of which shall be Class II directors; and (II) from and after such time as the WCP Investors cease to have voting control over at least 50% of the Holders outstanding voting securities of the Company, such number of directors that, when compared to the authorized number of directors on the Board, is closest to but not less than proportional (which, for the avoidance of doubt, shall promptly vote their respective Shares (imean that the number of representatives shall be rounded up to the next whole number in all cases) to remove the former Chief Executive Officer total number of Stockholder Shares over which the Company from WCP Investors retain voting control relative to the Board total number of Stockholder Shares then issued and outstanding (it being understand that no reduction in the number of Stockholder Shares over which the WCP Investor retain voting control shall shorten the term of any incumbent director); (iii) if such person has not resigned any director elected by virtue of being designated pursuant to Section 1A(ii) for any reason ceases to serve as a member of the BoardBoard during his or her term of office, the resulting vacancy on the Board shall be filled by a representative designated by the Person(s) entitled to designate such director pursuant to Section 1A(ii); and and (iiiv) to elect such person’s replacement as Chief Executive Officer a director shall be removed from the Board only upon the request of the Company as the new CEO Director. To the extent that any of clauses (aPerson(s) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance withdesignate such director pursuant to Section 1A(ii), and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personnot otherwise.

Board Composition. Each Holder agrees to vote(a) From the Effective Date, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholdersBoard shall, subject to Section 5change as provided in this Agreement, the following persons be comprised of nine (9) directors (each, a “Director”), whom shall initially be elected to the Boarddesignated as follows: (ai) As the Series A Director, one person designated from time Yucaipa shall be entitled to time by a majority of the holders of Series A Preferred Stock designate four (4) Directors (the “Series A DesigneeYucaipa Directors”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject ; (ii) the MCR Investor shall be entitled to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and designate one (1) Director (the like, which individual “MCR Director”); (iii) the Momentum Investor shall initially be ▇▇. ▇entitled to designate one (1) Director (the “Momentum Director”); (iv) the Apollo Investor shall be entitled to designate one (1) Director (the “Apollo Director”); (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇;▇ (the sole initial “Designated Director”); and (vi) Caring shall be entitled to designate one (1) Director (the “RC Director”). (b) As At the Common Stock DirectorEffective Date, one person each Person listed on Exhibit B-2 attached hereto shall be designated as additional non-voting representatives of the Board (the “Non-Voting Representatives”). The Non-Voting Representatives shall not have any power as Directors to vote on any action to be taken or matter to be determined by the Board (and for such purposes the number of Directors and number of votes on the Board shall be determined excluding all Non-Voting Representatives). Without limiting the generality of the foregoing, the consent of the Non-Voting Representatives shall not be required for, or counted for purposes of determining, any action to be taken by the Board in writing, and the presence of the Non-Voting Representatives shall not be required or counted for purposes of establishing quorum for the conduct of business of any meeting of the Board. The Non-Voting Representatives shall be entitled to receive the board materials distributed to the Board, subject to appropriate restrictions to protect confidentiality, legal privilege, and conflicts of interest. Each Non-Voting Representatives may at any time and from time to time be removed and replaced by a majority vote of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andDirectors. (c) The If, (i) a Shareholder (together with its Permitted Transferees) other than the MCR Investor, the Momentum Investor, the Apollo Investor and Caring, holds less than five percent (5%) of the Company’s Chief Executive Officerissued and outstanding Shares as a result of a Transfer of its Shares; (ii) the MCR Investor (together with its Permitted Transferees), who holds less than 2,777,777 shares of Class A Common Stock (appropriately adjusted for any stock splits, stock dividends or other similar events); (iii) the Momentum Investor (together with its Permitted Transferees), holds less than 5,555,555 shares of Class A Common Stock (appropriately adjusted for any stock splits, stock dividends or other similar events); (iv) the Apollo Investor (together with its Permitted Transferees), holds less than 833,333 shares of Class A Common Stock (appropriately adjusted for any stock splits, stock dividends or other similar events) or less than $30,000,000 principal amount of notes (excluding any PIK interest notes) under the HoldCo Notes Facility; or (v) Caring (together with his Permitted Transferees), holds a number of shares of Common Stock that is less than 50% of the number of shares of Common Stock Caring holds on the Effective Date (such number to be appropriately adjusted for stock splits, stock dividends and other similar events), such Shareholder shall no longer have the designation rights provided to it pursuant to Section 5.01(a), Section 5.03, Section 5.04, Section 5.05 or Section 5.08. (d) Separately and in addition to the foregoing Section 5.01(c), the MCR Investor and the Apollo Investor shall automatically cease to have the designation rights provided to them pursuant to Section 5.01(a), Section 5.03 and Section 5.08 on the Director Transfer Date. (e) The initial list of Directors of the Company as of the date of this Agreement hereof is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve attached hereto as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonExhibit B-1.

Board Composition. Each Holder (a) Concurrently with the execution of this Agreement, each member of the board of directors of the Company (the “Board”) shall resign from the Board, effective immediately, and immediately upon the Company Stockholder Approval having been obtained, the Board shall consist of the individuals set forth on Schedule 1 hereto until the 2018 annual meeting of the Company’s stockholders or such individual’s earlier resignation, death or removal. After the date hereof, i. for so long as the Ownership Threshold is met the Investors shall be entitled to nominate such number of individuals to the Board constituting a majority of directors, (1) for so long as the Ownership Threshold is not met, but the Investors’ Ownership Percentage exceeds 30% of the Common Stock, then the Investors shall be entitled to nominate the greater of: (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) three directors, (2) for so long as the Investors’ Ownership Percentage is in the aggregate at least 20%, but less than 30% of the Common Stock, then the Investors shall be entitled to nominate the greater of: (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) two directors, and (3) for so long as the Investors’ Ownership Percentage is in the aggregate at least 10%, but less than 20% of the Common Stock, then the Investors shall be entitled to nominate the greater of: (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) one director (each, an “Investor Designee,” and collectively, the “Investor Designees”). For so long as the Ownership Threshold is met, (A) the Investors shall be entitled to designate the chairperson of the Board and (B) except as otherwise directed or agreed by the Investors and to the extent required by applicable listing standards (including any requirements for initial listing), the Company agrees to vote, or cause all members of the Board that are not Investor Designees (other than the chief executive officer of the Company) to be voted“independent” as defined in the listing standards of the NYSE American (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law (and all Shares owned by such Holder, or over which such Holder has voting control, from time non-Investor Designees listed on Schedule 1 have agreed to time and at all times, in whatever manner as shall be resign if necessary to ensure that effectuate the foregoing). The Company, at each any annual or special meeting of stockholders of the Company at which an election of directors is held or pursuant are to any written consent of the stockholdersbe elected, subject to the fulfillment of the requirements set forth in Section 52.1(b), shall nominate the following persons shall Investor Designees for election to the Board and use all commercially reasonable efforts to cause the Investor Designees to be elected to as directors of the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;. (b) As The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Common Stock DirectorCompany’s corporate governance guidelines, one person designated code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time by a majority time. The Investors shall notify the Company of any proposed Investor Designee in writing no later than the latest date on which the Company stockholders may make nominations to the Board in accordance with the bylaws of the holders Company and the Securities Act, together with all information concerning such nominee required to be delivered to the Company by the bylaws of Common Stock the Company and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the Company (the “Common Stock DesigneesNominee Disclosure Information”); provided, which individual further that in the event the Investors fail to provide any such notice, the Investor Designee shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andthe person then serving as the Investor Designee as long as the Investors provide the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) The Company’s Chief Executive Officer, who as In the event of the date death, disability, resignation or removal of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (an Investor Designee, the “CEO Director”Board will promptly elect to the Board a replacement director designated by the Investors, subject to the fulfillment of the requirements set forth in Section 2.1(b), provided that if for any reason to fill the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance withresulting vacancy, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) such individual shall then be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is Investor Designee for all purposes under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personthis Agreement.

Board Composition. Each Holder agrees Parent shall take all necessary action to votecause, or cause effective at the Effective Time, (i) the size of the Board of Directors of Parent to be votedset at eight (8) directors and (ii) the Board of Directors of Parent to be comprised of (A) four (4) directors who shall have been designated by Parent prior to the Effective Time (each a “Parent Designated Director” and collectively the “Parent Designated Directors”), all Shares owned which Parent Designated Directors shall include the two (2) individuals designated as such on Exhibit B and two (2) additional individuals designated by Parent prior to the Effective Time (subject to such Holder, individuals being willing and able to hold such position); provided that Parent shall have the right to change any Parent Designated Directors designated by Parent or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any designate further Parent Designated Directors only with the prior written consent of the stockholdersCompany (such consent not be unreasonably withheld, subject to Section 5conditioned or delayed), and (B) four (4) directors who shall have been designated by the following persons shall be elected Company prior to the Board: Effective Time (a) As the Series A each a “Company Designated Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (” and collectively the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock DesigneesCompany Designated Directors”), which individual Company Designated Directors shall initially include the two (2) individuals designated as such on Exhibit B and two (2) additional individuals designated by the Company prior to the Effective Time (subject to such individuals being willing and able to hold such position); provided that the Company shall have the right to change any Company Designated Directors designated by the Company or designate further Company Designated Directors only with the prior written consent of Parent (such consent not to be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officerunreasonably withheld, who conditioned or delayed). Except as of otherwise agreed to in writing by the date of parties to this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. prior to the Closing Date, Parent shall cause (A) the “CEO Director”)class of directors whose term expires at the third (3rd) annual meeting following the Effective Time to consist of four (4) directors, provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer two (2) of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) whom shall be deemed an “Affiliate” Parent Designated Directors and two (2) of another Person whowhom shall be Company Designated Directors, directly or indirectly(B) the class of directors whose term expires at the second (2nd) annual meeting following the Effective Time to consist of two (2) directors, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) of whom shall be a Parent Designated Director and one (1) of whom shall be a Company Designated Director and (C) the class of directors whose term expires at the first (1st) annual meeting following the Effective Time to consist of two (2) directors, one (1) of whom shall be a Parent Designated Director and one (1) of whom shall be a Company Designated Director. Without limiting the foregoing, Parent shall take all actions reasonably necessary to obtain the resignations of directors currently serving on the Board of Directors of Parent and to make the designation of Parent Designated Directors and Company Designated Directors so that the Board of Directors of Parent is comprised of the directors serving in such classes as contemplated by this Section 2.9(a). Prior to the Effective Time, Parent and the Company shall reasonably cooperate to determine which Parent Designated Directors and Company Designated Directors shall be in each class of directors as of the Effective Time, the consent to which shall not be unreasonably denied, withheld or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personconditioned by either party.

Board Composition. Each Holder agrees 7.2.1. Immediately upon expiration or early termination of the waiting period under the HSR Act applicable to votethe transactions contemplated hereby, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as Purchaser shall be necessary entitled to ensure that at each annual or special meeting of stockholders at which an election of designate two (2) directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as on the Chief Executive Officer Board of Directors of the Company. The Company shall, as soon as practicable after such time, take all action necessary to cause such individuals to be appointed to the Board and to have at least one such individual on each committee of the Holders Board, including either increasing the size of the Board or securing the resignations of incumbent directors or both. 7.2.2. In connection with the Stockholders Meeting, the Company shall promptly vote their respective Shares (i) to remove set the former Chief Executive Officer size of the Company from the its Board if such person has not resigned as a member of the Board; at five directors and (ii) nominate for election at the Stockholders Meeting a slate of director candidates reasonably acceptable to elect such person’s replacement as Purchaser, which shall include three candidates designated by Purchaser ("Purchaser Designees"), the existing Chief Executive 34 Officer (the "Management Designee") and one candidate selected by the Purchaser and the Company who shall not be an Affiliate or employee of either the Purchaser or the Company and shall otherwise constitute an "independent director" under the rules of the The Nasdaq Stock Market (the "Outside Designee"), and the Company as shall, at such time, promptly take all action necessary to cause the new CEO DirectorPurchaser Designees, the Management Designee and the Outside Designee to be so elected, including either increasing the size of the Board or securing the resignations of incumbent directors or both. To the extent that Purchaser is otherwise permitted to vote in the election of directors at the Stockholders Meeting, Purchaser agrees to vote any of clauses (a) through (c) above shall not be applicable, any member shares of the Board who would otherwise have been designated Series A Preferred Stock or Common Stock it owns in accordance with the terms thereof shall instead be voted upon by all the Holders favor of the Company entitled to vote thereon in accordance with, election of the Outside Designee and pursuant tothe Management Designee at the Stockholders Meeting. To the extent that the Purchaser Designees and the Management Designee are elected as directors, the Restated CertificateCompany will use its reasonable best efforts to cause the number of Purchaser Designees and Management Designee, respectively, to constitute the same percentage as they represent on the Board of each committee of the Board. For purposes of Nothing in this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) Section 7.2.2 shall be deemed to constitute an “Affiliate” admission that any of another Person whothe Purchaser Designees are not "independent directors" for purposes of the rules of The Nasdaq Stock Market. In connection with the Stockholders Meeting, directly Purchaser agrees to vote all shares of the Series A Preferred Stock and Common Stock owned by it in favor of the Purchaser Acquisitions. 7.2.3. If the Company terminates the Second Issuance Agreements pursuant to Section 9.1.4, then to the extent that three Purchaser Designees have been elected to the Company's Board of Directors at the Stockholders Meeting, then Purchaser agrees to cause such number of Purchaser Designees to resign from the Company's Board of Directors so as to reflect a reallocation of board seats (based on a five-person Board of Directors) proportionate to Purchaser's economic interest in the Company, rounded down to the nearest whole number of directors; provided however, that in no event shall Purchaser have fewer than two Purchaser Designees on the Company's Board of the Directors following such reallocation. 7.2.4. At each annual or indirectlyother meeting after the Stockholders Meeting at which the election of directors is considered, controlsso long as Purchaser owns not less than one-half of the aggregate shares of Common Stock (including those issuable upon conversion of the Series A Preferred Stock) purchased in the Offer and in the First Closing, the Board of Directors of the Company, subject to its fiduciary duties, shall continue to nominate at least two representatives of Purchaser for election to the Board. Purchaser agrees that, so long as the current Management Designee is controlled by or is under common control with such Personthe Chief Executive Officer, including, without limitation, any general partner, managing member, officer, director or trustee Purchaser will vote its shares in favor of such Person, person's election at each annual or any venture capital fund or registered investment company now or hereafter existing that other meeting after the Stockholders Meeting at which the election of directors is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personconsidered.

Board Composition. Each Holder Subject to Section 3, each Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As For so long as GMAR, the Series A DirectorGMAR Successors (as defined below) and their respective Affiliates (as defined below) (the “GMAR Group”) continue to own beneficially at least ten percent (10%) of the Company GMAR Shares (as defined in the Contribution Agreement), one person, being the “GMAR Designee”. The initial GMAR Designee shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. The GMAR Designee may only be removed for Cause (as defined below). In the event that the GMAR Designee desires to resign from the Board of Directors, he or she shall name a successor, who shall become the new GMAR Designee, and the parties to this Agreement will take all corporate action necessary in order to appoint such successor to the Board of Directors. In the event of the death of the GMAR Designee prior to naming a successor, a new GMAR Designee shall be appointed by the vote of the holders of a majority of the Company GMAR Shares held by the GMAR Group (the “Requisite GMAR Holders”). (b) One person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”)EXPL, for so long as 1,000,000 share such Stockholder and its Affiliates continue to own beneficially at least at least ten percent (10%) of Series A Preferred the shares of Common Stock are outstandingacquired by EXPL pursuant to the terms of the Contribution Agreement, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual designee shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and. (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer One individual not otherwise an Affiliate of the Company from or of any Stockholder who is mutually acceptable to the Board if such person has not resigned as a member other members of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any either of clauses (a) through and (cb) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateCompany’s Certificate of Incorporation. For purposes of this Agreement, (i) an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person; and (ii) the “GMAR Successors” means, collectively, (A) any member of GMAR (other than Mariowin Ltd., which has been dissolved and whose successors cannot be reached or identified) or (B) the general partner, the members of the general partner and/or any limited partner of North Hanover Holdings, LP, a Delaware limited partnership and the majority member of GMAR.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As For so long as FinTech Venture Fund, LLLP, and/or its Affiliates (collectively the “FinTech Group”) hold at least ten percent (10%) of the Series A Preferred Stock which the FinTech Group purchased pursuant to the Series A Purchase Agreement (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), one individual nominated by the FinTech Group (the “FinTech Designee”) shall be elected to serve as the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual who shall initially be S▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and; (cb) The Company’s Chief Executive Officer, who For so long as of the date of this Agreement is ▇▇▇M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, MDO Ventures JS LLC, and/or their Affiliates (collectively the “O▇▇▇▇▇▇ Group”) hold at least ten percent (10%) of the Series Seed Preferred Stock which the O▇▇▇▇▇▇ Group purchased pursuant to the Series Seed Purchase Agreement (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), one individual nominated by the O▇▇▇▇▇▇ Group (the “O▇▇▇▇▇▇ Designee”) shall be elected to serve as the Series Seed Director, who shall initially be M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ M.D. ; (c) One (1) individual (the “CEO DirectorCommon Stock Board Designee”), provided that if for any reason designated from time to time in a writing delivered to the CEO Director Company and signed by holders of Common Stock who, at the time in question, hold a majority of the issued and outstanding shares of Common Stock, shall cease be elected to serve as a Common Director; (d) One (1) individual (the Chief Executive Officer “Key Holder Board Designee”), designated from time to time in a writing delivered to the Company and signed by the Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock representing a majority of the Company, each voting power of the all issued and outstanding shares of Common Stock then held by all Key Holders shall promptly vote their respective Shares (i) who are then providing services to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as employees, shall be elected to serve as a Common Director; provided, however, that the new CEO Directorright of the Key Holders to designate the Key Holder Board Designee shall automatically terminate if the Key Holders hold, in the aggregate, less than 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) and no Key Holder is then providing services to the Company as an employee; and (e) Two (2) individuals that are determined by the other members of the Board of Directors to be “independent” after consideration of applicable factors and legal requirements (including, but not limited to, the requirements set forth in the North American Securities Administrators Association Statement of Policy Regarding Loans and Other Material Transactions), and who are elected by the holders of a majority of the Common Stock and the Preferred Stock, voting together as a single class (the “Independent Board Designees” and together with the FinTech Designee, the O▇▇▇▇▇▇ Designee, the Common Stock Board Designee, and the Key Holder Board Designee, the “Board Designees”). To the extent that any of clauses (a) through (ce) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person Two (2) persons designated from time to time by a majority of the holders of Series A the Preferred Stock (the “Series A Designee”)Stock, which individuals shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇’▇▇▇▇▇▇, for so long as 1,000,000 share such Stockholders and their Affiliates continue to own beneficially at least 754,341 shares of Series A Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock are outstandingStock), which number is subject to appropriate adjustment for any all stock splits, stock dividends, combinations, recapitalizations and the like. (b) For so long as the Key Holders hold at least any shares of Common Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like), and as long as such individuals are providing services to the Company, three (3) individual designated by the holders of a majority of the Shares of Common Stock which individual shall initially be ▇▇. ▇▇Alexander Day, ▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; (c) The Company’s Chief Executive Officer, who shall initially be ▇▇▇▇▇ M.D. ▇▇▇▇▇▇ (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To ; and to the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As One person designated by Investors holding a majority of the outstanding shares of Series A Preferred Stock held by all Investors, to be the Series A Director, one which individual shall initially be ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; (b) One person designated from time to time by Investors holding a majority of the holders outstanding shares of Series A B Preferred Stock held by all Investors, to be the Series B Director, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇; (the c) One person designated by Signet Healthcare Partners QP Partnership III LP and Signet Healthcare Partners Accredited Partnership III LP (together, “Series A DesigneeSignet”), to be the Series C Director, for so long as 1,000,000 share Signet and its Affiliates (as defined below) continue to own beneficially at least 500,000 shares of Series A C Preferred Stock are outstandingof the Company, which number is subject to appropriate adjustment for any all stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (bd) As the Common Stock Director, one One person designated from time to time by Common Holders holding a majority of the holders outstanding shares of Common Stock (the “held by all Common Stock Designees”)Holders, to be a Generally Elected Director, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and (e) Three persons, each of whom is not otherwise an Affiliate of the Company or of any Stockholder, who are mutually acceptable to the other members of the Board, to be Generally Elected Directors, which individuals shall initially be ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ M.D. ▇▇▇▇ (such persons and their successors, the “CEO DirectorIndependent Directors”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person Two (2) persons designated from time to time by a majority of the holders of Series A the Preferred Stock (the “Series A Designee”)Stock, which individuals shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇’▇▇▇▇▇▇, for so long as 1,000,000 share such Stockholders and their Affiliates continue to own beneficially at least 754,341 shares of Series A Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock are outstandingStock), which number is subject to appropriate adjustment for any all stock splits, stock dividends, combinations, recapitalizations and the like. (b) For so long as the Key Holders hold at least any shares of Common Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like), and as long as such individuals are providing services to the Company, three (3) individual designated by the holders of a majority of the Shares of Common Stock which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; (c) The Company’s Chief Executive Officer, who shall initially be ▇▇▇▇▇ M.D. ▇▇▇▇▇▇ (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To ; and to the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As For so long as the Series A DirectorInvestors hold any shares of Preferred Stock, one person (1) individual designated from time to time by the holders of a majority of the holders shares of Series A Preferred Stock (held by the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the likeInvestors, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (b) As For so long as the Key Holders hold any shares of Class B Common Stock DirectorStock, one person (1) individual designated from time to time by the holders of a majority of the holders shares of Class B Common Stock (held by the “Common Stock Designees”)Key Holders, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. ; and To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders Stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder (a) After the Original ▇▇▇ Date, (i) for so long as the Ownership Threshold is met the Investor shall be entitled to nominate such number of individuals to the Board constituting a majority of directors, (ii) for so long as the Ownership Threshold is not met but the Investor’s Ownership Percentage exceeds 10% of the Diluted Common Shares, then the Investor shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) two (2) directors, and (iii) for so long as the Investor’s Ownership Percentage is in the aggregate at least 5% but less than 10% of the Diluted Common Shares, then the Investor shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) one (1) director (each, an “Investor Designee,” and collectively, the “Investor Designees”). For so long as the Ownership Threshold is met, (A) the Investor shall be entitled to designate the chairperson of the Board and (B) except (i) with respect to one (1) designee to the Board designated by the CoyCo Investors (or their permitted assigns) pursuant to the ▇▇▇▇▇ ▇▇▇ and (ii) as otherwise directed or agreed by the Investor and to the extent required by applicable listing standards (including any requirements for initial listing), the Company agrees to vote, or cause all members of the Board that are not Investor Designees (other than the chief executive officer of the Company) to be voted“independent” as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law (and all Shares owned by such Holder, or over which such Holder has voting control, from time non-Investor Designees other than the chief executive officer of the Company and any designees described in clause (i) of this clause (B) have agreed to time and at all times, in whatever manner as shall be resign if necessary to ensure effectuate the foregoing). To the extent required by applicable listing standards (including any requirements for initial listing), Investor Designees shall include a number of persons that qualify as “independent” directors as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law such that, together with any other “independent” directors then serving on the Board that are not Investor Designees, the Board is comprised of at each least a majority of “independent” directors. The Company shall, at any annual or special meeting of stockholders shareholders of the Company at which an election of directors is held or pursuant are to any written consent of the stockholdersbe elected, subject to the fulfillment of the requirements set forth in Section 52.1(b), nominate the following persons Investor Designees for election to the Board and use all commercially reasonable efforts to cause the Investor Designees to be elected as directors of the Board. (b) Any Investor Designee shall be elected reasonably acceptable to the Board: ’s Nominating and Corporate Governance Committee (athe “Governance Committee”). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) As and the Series A DirectorCompany’s corporate governance guidelines, one person designated code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time by a majority time. The Investor shall notify the Company of any proposed Investor Designee in writing no later than the latest date on which shareholders of the holders Company may make nominations to the Board in accordance with the Bylaws of Series A Preferred Stock the Company in effect on the date hereof (as they may be amended from time to time, the “Bylaws”), together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the Company (the “Series A DesigneeNominee Disclosure Information”); provided, further that in the event the Investor fails to provide any such notice, the Investor Designee shall be the person then serving as the Investor Designee as long as the Investor provides the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) In the event of the death, disability, resignation or removal of an Investor Designee, the Board will promptly elect to the Board a replacement director designated by the Investor, subject to the fulfillment of the requirements set forth in Section 2.1(b), to fill the resulting vacancy, and such individual shall then be deemed an Investor Designee for all purposes under this Agreement. (d) For so long as 1,000,000 share the Investor has rights under this Section 2.1, the Company will not amend or waive the provisions of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and Section 3 of the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to voteSo long as Holders affiliated with Beach Point or any of their respective Affiliates hold any Securities, Existing Senior Secured Notes, or capital stock (in the form of preferred stock or common stock) of the Issuer, and to the extent allowed by the national securities exchange on which the Issuer’s securities are listed, if applicable, Beach Point, on behalf of such Holders and their respective Affiliates, as applicable, (i) shall have the right to designate, and the Issuer shall take reasonable steps to cause to be votednominated, all Shares owned by such Holderone designee for election to the Board of Directors of the Issuer (and every committee thereof, or over except as set forth in this paragraph), which such Holder has voting control, from time to time and at all times, in whatever manner as designee shall be necessary (A) reasonably satisfactory to ensure that at each annual the Issuer so long as no Event of Default has occurred and is continuing or special meeting (B) upon the consummation of stockholders at which an election of directors is held or pursuant a Qualified Initial Public Offering, reasonably acceptable to any written consent the Issuer’s Nominating Committee of the stockholders, Board of Directors and subject to Section 5, compliance with the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock applicable national securities exchange regulations (the “Series A Board Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) shall have the right to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not designate one designee to be applicable, any member permitted to attend all meetings of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of Directors of the Company entitled to vote thereon Issuer (and every committee thereof, except as set forth in accordance with, and pursuant to, this paragraph) as an observer (the Restated Certificate“Board Observer”). For purposes The Board of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” Directors of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by the Issuer will meet at least one (1) time per fiscal quarter. If the Board Designee has been designated, he or more general partnersshe will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer. If the Board Observer has been designated, managing members he or investment advisers ofshe will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or shares any committee thereof, and may be limited from receiving any board materials, upon the advice of the Issuer’s outside counsel and, among other things, will be subject to the same management company confidentiality requirements as if he or investment adviser withshe were a Director. Upon election of the Board Designee, such Personthe Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of the Issuer. At all times during the tenure of the Board Designee, the Issuer shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. The Issuer shall pay to the Board Designee the same compensation for his or her services as a director of the Issuer as the compensation, if any, paid to non-employee directors of the Issuer. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on the Issuer’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.” 3.27 Section 9.04 of the 2005 SPA is hereby restated in its entirety to read as follows:

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As One person designated by Bios Fund I, LP (“Bios I”) and Bios Fund I QP, LP (together with Bios I, “Bios”), which individual shall be selected at such time as determined by Bios, to serve as one of the two Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”)Directors, for so long as 1,000,000 share Bios and its Affiliates continue to own beneficially at least seven and one-half percent (7.5%) of the shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock are outstandingStock), which number is subject to appropriate adjustment for any all stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one One person designated from time to time by Green Park & Golf Ventures, LLC, a majority of the holders of Common Stock Texas limited liability company (the “Common Stock DesigneesGreen Park”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇selected at such time as determined by Green Park, to serve the remaining Series A Director, for so long as Green Park and its Affiliates continue to own beneficially at least seven and one-half percent (7.5%) shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; and (c) The Company’s Chief Executive OfficerFor so long as the Key Holders hold at least 400,000 shares of Common Stock (as adjusted for any stock splits, who as stock dividends, recapitalizations or the like), two individuals designated by the holders of a majority of the date Shares of this Agreement is Common Stock held by the Key Holders, which individuals shall initially be ▇▇▇▇▇ Nara and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees (a) Effective at the closing of the sale of the Company’s Series B Convertible Preferred Stock to votethe Purchasers pursuant to the Purchase Agreement, the Purchasers shall be entitled to designate members to the Board (the “Purchaser Designees”), as follows: (i) one individual designated by North Run Master Fund, LP (the “North Run Designee”), (ii) one individual designated collectively by Deephaven Relative Value Equity Trading Ltd and Deephaven Long Short Equity Trading Ltd (the “Deephaven Designee”); and (iii) in the event the Company’s cash and cash equivalents, determined in accordance with GAAP applied consistently with the Company’s past practice, are less than $15.0 million as of the end of a fiscal quarter as reported on the Company’s balance sheet included in Form 10-Q or cause Form 10-K for such quarter, the holders of a majority of Preferred Stock shall be entitled to designate one additional director (or such greater number as may be required such that the aggregate number of directors designated pursuant to this Section 2.1 equals the minimum number of directors necessary such that the aggregate number of directors equals at least thirty percent (30%) of the then sitting board members); provided, however, that notwithstanding the foregoing, in no event shall the percentage of board seats that holders of Preferred Stock are entitled to elect exceed their proportion of ownership of voting securities of the Company. Notwithstanding the foregoing, any individual (or individuals) to be voted, all Shares owned by such Holder, nominated or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: Board pursuant to this Agreement that is designated by an initial Purchaser or a Permitted Transferee (apursuant to sections (i) As – (iv) of the Series A DirectorPermitted Transferee definition) shall be appointed only after reasonable consultation, one person designated from time review and discussion with the Company’s board of directors and its nominating committee. The Company agrees that its review process for the initial designees shall be completed no later than December 9, 2005. Any individual or individuals to time be nominated or elected to the Board pursuant to this Agreement by a Permitted Transferee pursuant solely to section (v) of the Permitted Transferee definition must first be reasonably acceptable to a majority of the holders of Series A Preferred Stock existing directors (excluding the “Series A North Run Designee and the Deephaven Designee”), for so long as 1,000,000 share who shall not unreasonably withhold or delay their approval of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;such individual. (b) As Notwithstanding the Common foregoing, (i) in the event the Purchasers together hold less than 50% of the number of shares of Preferred Stock Directororiginally purchased by them pursuant to the Purchase Agreement, one person designated from time to time by a majority of the holders of Common a majority in interest of the Preferred Stock shall be entitled to elect a single director (and the “Common Purchasers shall cause any director nominated pursuant to Section 2.1(a) and not reelected pursuant to this section to promptly tender his or her resignation from the Board) and (ii) in the event the Purchasers together hold less than 20% of the number of shares of Preferred Stock Designees”originally purchased by them pursuant to the Purchase Agreement, the rights set forth in this Section 2.1 shall terminate and Purchasers shall cause any director elected pursuant to Section 2.1(a) to promptly tender his or her resignation from the Board. In the event that any Purchaser Designee fails to deliver his or her resignation as may be required by this Section 2.1(b), which individual the Company and the Purchasers shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andentitled to take all necessary and appropriate action to cause such Purchaser Designee to be removed. (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director Company shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; take all actions reasonably necessary and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon requested by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity stockholder within its control (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, calling special board and stockholders’ meetings) so that the Purchaser Designees shall be elected to or removed from the Board as provided in this Section 2.1. The Company shall cause its Board of Directors to take all action necessary to appoint directors designated pursuant to this Section 2.1 to the Compensation Committee and Audit Committee and each other committee as such directors may reasonably request, so that the directors will have representation on each such committee proportional to their representation on the Board, unless outside counsel has provided written advice that such membership is prohibited by applicable law or the rules of the Nasdaq Stock Market. The Company shall pay the reasonable out-of-pocket travel, lodging and other related expenses of all directors elected pursuant to this Section 2.1 incurred in connection with attendance at meetings of the Board or any general partnercommittee thereof. (d) If a vacancy of a position held by a Purchaser Designee occurs or exists on the Board at any time and for any reason, managing memberincluding but not limited to a vacancy because of the death, officerdisability, retirement, resignation or removal of any director for cause or trustee otherwise, then the Purchaser who originally designated such director pursuant to this Section 2.1 shall have the sole right to designate an individual to fill such vacancy (provided such Purchaser is still entitled to designate a member to the Board thereunder), and the Company shall take all reasonable steps to elect such nominee to fill such vacancy. (e) At the request of the entity designating a Purchaser Designee and only if such Purchaser is still entitled to designate a Board member pursuant to Section 2.1 hereof, the Company shall (x) use all reasonable efforts to (i) seek action by written consent as promptly as practicable following such request to remove such Purchaser Designee, or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company may, in its sole discretion, cause a special meeting of stockholders to be held proposing the removal of such PersonPurchaser Designee and (y) to the extent permitted by law and to the extent an action by written consent is sought or a special meeting of stockholders is called pursuant to this paragraph, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares use all reasonable efforts to solicit from stockholders of the same management company or investment adviser with, Company eligible to vote for the election of directors proxies to remove such PersonPurchaser Designee.

Board Composition. Each Holder The Company agrees to vote, or cause to be voted, take all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary actions to ensure that the composition of the Board is as follows: (i) effective as of the second day following the Closing, the two (2) directors (one of whom is an Independent Director) nominated to the Initial Board by the Board pursuant to the Exchange Agreement (the “Skyline Director” and the “Skyline Independent Director” respectively); (ii) effective as of the second day following the Closing, nine (9) directors nominated to the Initial Board by the Investor or, if after the Distribution, the Contributor Investors (the “Initial Investor Designees”); (iii) following the Distribution and until the Closing of the Initial Offering, the Company shall use its reasonable best efforts to cause the Board, whether acting through a duly authorized committee or otherwise, to include in the slate of nominees recommended to the shareholders of the Company (the “Shareholders”) for election as a director at each any annual or special meeting of stockholders at which an election of directors is held or pursuant to the Shareholders (or, if permitted, by any action by written consent of the stockholdersShareholders) at or by which directors of the Company are to be elected, subject including by calling a special meeting of the Board, any committee thereof and/or the Shareholders, the designees selected pursuant to this Section 52.1(b)(iii), and to use reasonable best efforts to solicit proxies in favor of the election of any such individuals to the Board from the Shareholders eligible to vote for the election of directors as of the record date for such meeting, the following persons shall be elected members to the Board: (a1) As Until the Series A first meeting of the Shareholders for the election of directors to the Board held after the two (2) year anniversary of the Closing, the Skyline Director and the Skyline Independent Director (to the extent each such director is eligible to and elects to stand for reelection to the Board and, in the case of the Skyline Independent Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer audit committee of the Company Board); (2) Up to nine (9) directors nominated to the Board by the Investor or, if after the Distribution, the Contributor Investors; (3) Such additional number of Independent Directors, if any, as is necessary so that the new CEO Director. To aggregate number of Independent Directors to be elected pursuant to this Section 2.1(b)(iii) is equal to three (3), which such Independent Directors shall be nominated by the extent that any of clauses (a) through (c) above shall not be applicable, any member Contributor Investors by a majority vote of the Board who would otherwise have been designated in accordance with Contributor Investors; and (4) Such additional number of directors, if any, as is necessary so that the terms thereof aggregate number of directors to be elected pursuant to this Section 2.1(b)(iii) is equal to eleven (11), which such directors shall instead be voted upon nominated by all the Holders Contributor Investors by a majority vote of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonContributor Investors.

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time (a) From and after the Effective Time and subject at all timestimes to Section 2.2(c)(i)(A), in whatever manner as shall be necessary to ensure that Section 2.2(c)(ii)(A) and Section 2.2(c)(iii)(A), at each annual or special meeting of stockholders the Company’s Stockholders at which an election of directors is held or to the Board occurs, the TPG Stockholders shall be entitled to designate for election to the Board up to two (2) individuals selected pursuant to any written consent of the stockholdersprocedures set forth on Schedule I hereto (such individuals, the “TPG Director Nominees”). From and after the Closing, the Company shall, with respect to each TPG Director Nominee that the TPG Stockholders are entitled to nominate under this Section 2.2(a) (but subject to Section 52.2(c) below), (i) include each such TPG Director Nominee in the following persons shall be elected Company’s slate of director nominees, (ii) recommend that the Company’s stockholders elect each such TPG Director Nominee, and include such recommendation in the Company’s proxy statement in respect of such meeting and (iii) use commercially reasonable efforts to take all other necessary and appropriate actions to cause the Board:election of each such TPG Director Nominee. (ab) As the Series A Director, one person designated from time If any TPG Director shall for any reason cease to time by serve as a majority member of the holders Board during the term of Series A Preferred Stock (the “Series A Designee”such TPG Director’s directorship, other than resignation pursuant to Section 2.2(c), then, for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is the TPG Stockholders have the right to nominate such TPG Director pursuant to Section 2.2(a) (but subject to appropriate adjustment Section 2.2(c)(i)(B), Section 2.2(c)(ii)(B) and Section 2.2(c)(iii)(B)), the resulting vacancy on the Board shall be filled by an individual designated by the TPG Stockholders pursuant to the procedures set forth on Schedule I attached hereto. The Board shall take all action reasonably necessary to appoint each individual designated to fill such vacancy in accordance with this Section 2.2(b). (c) From and after the date hereof, the rights of the TPG Stockholders in Sections 2.2(a), 2.2(b) and 2.2(c) shall be subject to the following: (i) (A) the TPG Stockholders shall have the right to select both TPG Director Nominees until such time that the TPG Stockholders Transfer (other than any Transfer to any Permitted Transferee of any TPG Stockholder who, upon receipt of such Subject Shares, constitutes a TPG Stockholder hereunder) at least one-half of the Subject Shares, at which such time the number of TPG Director Nominees shall be one (1) for any stock splitsall purposes hereunder, stock dividendsand (B) for so long as the TPG Stockholders have the right to select both TPG Director Nominees, combinations, recapitalizations and the like, which individual rights of the TPG Stockholders described in Section 2.2(b) shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇apply to both of the TPG Directors serving on the Board; (bii) As the Common Stock Director, one person designated from time (A) following a Transfer (other than any Transfer to time by a majority any Permitted Transferee of any TPG Stockholder) of at least one-half of the holders Subject Shares and until such time that the TPG Stockholders Beneficially Own, in the aggregate, less than five (5%) percent of the issued and outstanding shares of Company Common Stock Stock, the TPG Stockholders shall continue to have the right to select one (1) TPG Director Nominee and (B) for so long as the “Common Stock Designees”)TPG Stockholders have the right to select only one (1) TPG Director Nominee, which individual the rights of the TPG Stockholders described in Section 2.2(b) shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇apply only with respect to the one (1) TPG Director serving on the Board; and (ciii) The Company’s Chief Executive Officerfollowing such time that the TPG Stockholders Beneficially Own, who as in the aggregate, less than five percent (5%) of the date issued and outstanding shares of Company Common Stock, (A) the TPG Stockholders shall no longer have the right to select any TPG Director Nominee and (B) the rights of the TPG Stockholders described in Section 2.2(b) shall no longer apply to any TPG Director serving on the Board. The fall-away thresholds described in this Section 2.2 shall be tested without giving effect to any Transfer of shares of Company Common Stock by TPG VI Wolverine Co-Invest, LP to the limited partners of TPG VI Wolverine Co-Invest, LP in connection with a liquidation, dissolution or other disbandment of TPG VI Wolverine Co-Invest, LP, if any, solely to the extent any such transferees become a party to this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (as “TPG Stockholders” hereunder pursuant to a joinder agreement substantially in the “CEO Director”)form attached hereto as Exhibit B. If, provided that if for at any reason time, the CEO TPG Stockholders are no longer entitled to select a specified number of TPG Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares Nominees in accordance with clauses (i) through (iii) of this Section 2.2(c), then (x) a corresponding number of TPG Directors shall be required to remove the former Chief Executive Officer of the Company promptly offer to resign from the Board if (and from any committee positions held by such person has TPG Directors), and the TPG Stockholders shall use reasonable best efforts to cause such TPG Director Nominee to offer to resign as described in this sentence, and (y) each vacancy resulting from any resignations accepted by the Company shall be filled by an individual appointed by the Board to the extent the Board, in its discretion, determines to maintain the size of the Board and not resigned reduce the Board size to the number of directors in office immediately following such a resignation. (d) From and after the Closing (including following the termination of this Agreement), each TPG Director for so long as such Person is a director on the Board (and, with respect to indemnification rights and insurance coverage, such applicable period thereafter) shall be entitled to the same compensation (including fees), expense reimbursement and indemnification rights, as well as the same insurance coverage, in connection with his or her role as a member Director as the other members of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of . Notwithstanding the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicableforegoing, any member TPG Director shall have the right to waive the right to receive any cash or equity compensation. Each TPG Director shall provide any and all information reasonably requested by the Nominating and Corporate Governance Committee of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company related to any other compensation such TPG Director is entitled to vote thereon in accordance connection with, and pursuant or related to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person’s service as a TPG Director. (e) The Company shall provide each TPG Director with copies of all notices, minutes, consents and other material that the Company provides to all other members of the Board substantially concurrently as such materials are provided to the other members of the Board.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As At each election of directors in which the Series A DirectorHolders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one person designated from time to time by a majority (1) director of the holders Company, the individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are remain outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual who shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the Common Stock Directorevent of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one person designated from time to time by a majority (1) director of the holders of Common Stock Corporation (the “Common Stock DesigneesSeries B Director”), which individual who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of ▇▇▇ ▇▇▇▇▇▇▇, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be ▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board▇. ▇▇▇▇▇; and (ii) to elect such person’s replacement ▇▇▇ ▇▇▇▇▇▇▇ (so long as Chief Executive Officer of he remains Employed by the Company (as the new CEO Director. To the extent that any of clauses defined below)), (aiii) through two (c2) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon directors appointed by all the Holders of the Company entitled to vote thereon in accordance with▇▇▇ ▇▇▇▇▇▇▇, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”iv) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partnersperson who is not employed by the Company and who is nominated by mutual agreement of ▇▇▇ ▇▇▇▇▇▇▇ and the other Board members. If ▇▇▇ ▇▇▇▇▇▇▇ resigns from the Company, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.he will retain

Board Composition. Each Holder (a) Concurrently with the execution of this Agreement, each member of the Board who is not listed on Schedule I (the “Resigning Directors”) shall resign from the Board, effective immediately, and immediately upon such resignations, the Board shall fill the resulting vacancies so that the Board will consist of only the individuals set forth on Schedule 1 hereto until at least the 2016 annual meeting of the Company’s stockholders or such individual’s earlier resignation, death or removal. After the date hereof, (i) for so long as the Ownership Threshold is met the Investor shall be entitled to nominate such number of individuals to the Board constituting a majority of directors, (ii) for so long as the Ownership Threshold is not met but the Investor’s Ownership Percentage exceeds 10% of the Common Stock on an as-converted basis, then the Investor shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) two directors, and (iii) for so long as the Investor’s Ownership Percentage is in the aggregate at least 5% but less than 10% of the Common Stock on an as-converted basis, then the Investor shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) one director (each, an “Investor Designee,” and collectively, the “Investor Designees”). For so long as the Ownership Threshold is met, (A) the Investor shall be entitled to designate the chairperson of the Board and (B) except as otherwise directed or agreed by the Investor and to the extent required by applicable listing standards (including any requirements for initial listing), the Company agrees to vote, or cause all members of the Board that are not Investor Designees (other than the chief executive officer of the Company) to be voted“independent” as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law (and all Shares owned by such Holder, or over which such Holder has voting control, from time non-Investor Designees listed on Schedule 1 other than the chief executive officer of the Company have agreed to time and at all times, in whatever manner as shall be resign if necessary to ensure effectuate the foregoing). To the extent required by applicable listing standards (including any requirements for initial listing), Investor Designees shall include a number of persons that qualify as “independent” directors as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law such that, together with any other “independent” directors then serving on the Board that are not Investor Designees, the Board is comprised of at each least a majority of “independent” directors. The Company shall, at any annual or special meeting of stockholders shareholders of the Company at which an election of directors is held or pursuant are to any written consent of the stockholdersbe elected, subject to the fulfillment of the requirements set forth in Section 52.1(b), nominate the following persons shall Investor Designees for election to the Board and use all commercially reasonable efforts to cause the Investor Designees to be elected to as directors of the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;. (b) As Any Investor Designee shall be reasonably acceptable to the Common Stock DirectorBoard’s Nominating and Corporate Governance Committee (the “Governance Committee”). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company’s corporate governance guidelines, one person designated code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time by a majority time. The Investor shall notify the Company of any proposed Investor Designee in writing no later than the latest date on which shareholders of the holders Company may make nominations to the Board in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of Common Stock the Company (the “Common Stock DesigneesNominee Disclosure Information”); provided, which individual further that in the event the Investor fails to provide any such notice, the Investor Designee shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andthe person then serving as the Investor Designee as long as the Investor provides the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) The Company’s Chief Executive Officer, who as In the event of the date death, disability, resignation or removal of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (an Investor Designee, the “CEO Director”Board will promptly elect to the Board a replacement director designated by the Investor, subject to the fulfillment of the requirements set forth in Section 2.1(b), provided that if for any reason to fill the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance withresulting vacancy, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) such individual shall then be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is Investor Designee for all purposes under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personthis Agreement.

Board Composition. Each Holder agrees to voteTo the fullest extent permitted by Applicable Law, or cause to be voted, each Stockholder shall vote all Shares voting securities (including all voting Shares) owned by such Holder, Stockholder or over which such Holder Stockholder has voting control, from time to time and at shall take all timesother reasonably necessary or desirable actions within his, her or its control (including in whatever manner his, her or its capacity as a stockholder, director, member of a board committee, officer of the Company or otherwise), and the Company shall be take all reasonably necessary or desirable actions within its control, to ensure that at that: (i) on each annual or special meeting of stockholders at which an occasion when directors are nominated for election of directors is held or pursuant by the Company’s stockholders, the FTP Investors will be entitled to any written consent nominate three (3) members of the stockholdersBoard of Directors of the Company, subject and each Stockholder shall vote all voting securities (including all voting Shares) owned by such Stockholder or over which such Stockholder has voting control, and shall take all other necessary or desirable actions within his, her or its control, to Section 5elect to the Board each person so nominated by the FTP Investors (each member of the Board of Directors, a “Director” and, collectively, the following persons shall be elected “Board”; each Director nominated by the FTP Investors, the “FTP Investor Nominees”, and upon election to the Board:, the “FTP Investor Directors”); provided, however, that after one-hundred and eighty (180) days from the date hereof one (1) FTP Investor Director must satisfy any independence or other qualification requirements imposed by the Exchange Act or rules and regulations of any National Securities Exchange for audit committee purposes, to the extent applicable; and (aii) As the Series A Director, one person designated from time to time by a majority on and as of the holders date of Series A Preferred Stock the date hereof, the Board shall consist of seven (the “Series A Designee”)7) Directors, for so long as 1,000,000 share with three (3) of Series A Preferred Stock are outstanding, such Directors being FTP Investor Directors (which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director), one person designated from time to time by a majority (1) such Director being the chief executive officer of the holders of Common Stock Company (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇) and three (3) of such Directors being independent directors satisfying the independence requirements imposed by the Exchange Act or any rules and regulations of any National Securities Exchange, to the extent applicable, that are acceptable to the FTP Investors (which shall initially be Bruheim, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”▇▇▇▇▇▇▇), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As Subject to the Series A Directorterms of this Section 6, one person designated from time to time by a majority effective as of the holders Closing Date, the Board will appoint a designee of Series A Preferred Stock the Investor (the “Series A Investor Designee”), reasonably acceptable to the Board, as a director of the Company for so long as 1,000,000 share a term expiring at the Company’s next annual meeting of Series A Preferred Stock are outstandingstockholders or upon such Investor Designee’s earlier death, which number is subject to appropriate adjustment for any stock splitsdisability, stock dividends, combinations, recapitalizations resignation or removal (including removal by operation of Law). The Company and the like, which individual shall initially be Investor agree that Jo▇▇. ▇▇▇▇ ▇▇▇ ▇hall be the initial Investor Designee. The Company agrees that, during the Director Period, the Board shall nominate the individual serving as such Investor Designee (or any individual subsequently designated by the Investor to serve as the Investor Designee) for election or re-election, as the case may be, as a director at each subsequent meeting of the Company’s stockholders at which directors are to be elected, and use commercially reasonable efforts to cause the Investor Designee to be elected or re-elected, including providing the same level of support as is provided for other nominees. Upon the end of the Director Period, the Investor shall cause the Investor Designee to tender to the Board, as soon as practicable and in any event within five (5) days following the end of the Director Period, his or her resignation from the Board. During the Director Period, the Company will not decrease the size of the Board if such decrease would require the resignation of the Investor Designee. (b) As a condition to any appointment or nomination for election to the Board, each Investor Designee shall (i) meet the qualifications required of all directors of the Company by the Company’s Nominating and Corporate Governance Committee and those mandated by applicable Law, (ii) agree, in writing, to be bound by the terms and conditions of all of the Company’s policies applicable to its directors, (iii) make such acknowledgements and enter into such agreements as the Company requires of all directors, including, without limitation, with respect to confidentiality, the Company’s code of ethics, in▇▇▇▇▇ ▇▇▇▇▇▇; ▇ ▇olicy and Section 16 reporting procedures, and (biv) As be able to dedicate sufficient time and resources for the Common Stock Director, one person designated from time to time by a majority diligent performance of the holders duties required of Common Stock a member of the Board (the “Common Stock DesigneesDirector Conditions”). Without limiting the foregoing, which individual each proposed Investor Designee shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andsubject to satisfaction of the criteria for Board membership established by the Nominating and Corporate Governance Committee of the Board, including the director qualification criteria thereof, as determined in the reasonable and good faith discretion of the Nominating and Corporate Governance Committee of the Board and the Board in the same manner as the Nominating and Corporate Governance Committee of the Board and the Board would consider any candidate for Board membership. The Board or the Nominating and Corporate Governance Committee of the Board will evaluate the Investor Designee for potential roles on the committees of the Board, consistent with evaluations of other directors for such positions and subject to applicable Law and the listing rules and requirements of The Nasdaq Global Market. (c) The Company’s Chief Executive OfficerIf an Investor Designee resigns from the Board, who is removed, or refuses or is unable to serve or fulfill his or her duties as a director because of death or disability, in each case prior to the expiration of the date Director Period, the Investor shall have the right to select a replacement Investor Designee, reasonably acceptable to the Board and subject to compliance with the Director Conditions, and shall provide the Company with the name of and relevant background information for such replacement Investor Designee. Subject to the terms of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. Section 6, within twenty (20) days following receipt of such information and compliance with the “CEO Director”)Director Conditions, provided that if for any reason the CEO Director shall cease Board will appoint such replacement Investor Designee to the Board to replace the departing Investor Designee to serve as the Chief Executive Officer remaining term of the departing Investor Designee, and the replacement Investor Designee shall be considered an Investor Designee for all purposes of this Section 6. (d) All confidential or proprietary information and data relating to the Company and its Affiliates provided by the Company to the Investor Designee shall be deemed confidential information and will be kept confidential and not disclosed to any Person outside of the Company. Notwithstanding the confidentiality obligations set forth in Section 6(b)(iii) and the foregoing, each and subject to Section 8.16, the Investor Designee shall be permitted to disclose such confidential information to the executive officers and members of the Holders shall promptly vote their respective Shares board of directors (or equivalent governance body) of the Investor, its shareholders and its advisers (such as legal counsel) having a duty of confidentiality to the Investor, provided (i) such disclosure is made on a need-to-know basis solely for the purposes of, and to remove the former Chief Executive Officer of extent necessary to, monitor and make decisions regarding the Company from Investor’s investment in the Board if such person has not resigned as a member of the Board; Company, and (ii) that the Investor will be liable for any breach by any of such Persons of the confidentiality obligations applicable to elect the Investor Designee. Upon the resignation or removal of the Investor Designee from the Board and written request (including via email) from the Company, such person’s replacement as Chief Executive Officer Investor Designee shall either promptly (x) destroy all confidential information of the Company that he or she received in his or her capacity as a director in his or her possession or control and any copies thereof or (y) return to the new CEO Director. To Company all confidential information of the extent Company that he or she received in his or her capacity as a director in his or her possession or control and any copies thereof (but the Investor Designee need not purge electronic archives and backups), and, in either case, confirm in writing (which may be via email) to the Company that all such material has been destroyed or returned, as applicable, in compliance with this Section 6. (e) If any Investor Designee is an employee of, or otherwise compensated by, the Investor or any of clauses (a) through (c) above its Affiliates, such Investor Designee shall not be applicableentitled to any compensation from the Company in connection with his or her role as a director or service on the Board or any committee. The Investor Designee will be entitled to reimbursement from the Company of out of pocket expenses in connection with his or her role as a director consistent with other directors on the Board. (f) Notwithstanding anything contained herein to the contrary, if the Board (or any member committee thereof) shall consider (i) a proposed contract, transaction or other arrangement between the Investor or any Investor Affiliate Assignee Parent (or any of their respective Affiliates), on the one hand, and the Company or any of its Affiliates, on the other hand, (ii) the enforcement or waiver of the rights of the Company or any of its Affiliates under any agreement between the Investor or any Investor Affiliate Assignee Parent (or any of their respective Affiliates), on the one hand, and the Company or any of its Affiliates, on the other hand, or (iii) a matter which the Board determines in good faith presents an actual or potential conflict of interest for the Investor Designee, then the Investor Designee will, if directed by the chairperson of the Board who would otherwise have been designated or the remaining directors, be excluded from participation in accordance with such Board or committee meeting (or portion thereof, as applicable) at which such matters are to be discussed, and the terms thereof shall instead Investor Designee will not be voted upon by all the Holders entitled to receive copies of the Company entitled materials or other documents relating to vote thereon in accordance withsuch matter or meeting (or portion thereof, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personas applicable).

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares Capital Stock owned by such Holder, Stockholder or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons Persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. Officer (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares shares of Capital Stock such Stockholder is entitled to vote (i) to remove the former Chief Executive Officer Executive (b) For so long as Cormorant Asset Management, LLC (“Cormorant”) and its Affiliates collectively hold, subject to Section 7.9(c), at least ten percent (10%) of the issued and outstanding shares of Series C Preferred Stock, originally purchased by it (as adjusted for stock splits, stock dividends, recapitalizations and like transactions), Cormorant shall have the right to designate one individual (the “Cormorant Director”), which individual shall be designated following the date of this Agreement. (c) Two individuals designated by the holders of the Series B Preferred Stock (the “Series B Directors”) as follows: (i) For so long as ▇▇▇▇▇▇▇▇ Ventures, LLC (“EV”) and its Affiliates collectively hold at least five percent (5%) of the issued and outstanding shares of Series B Preferred Stock, EV shall have the right to designate one individual (the “EV Director”), which individual shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Pharm. (ii) For so long as RA Capital Healthcare Fund, L.P. (“RA Capital”) and its Affiliates collectively hold at least five percent (5%) of the outstanding shares of Series B Preferred Stock, RA Capital shall have the right to designate one individual (the “RA Capital Director”), which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Ph.D. (d) Two individuals designated by the holders of the Series A Preferred Stock (the “Series A Directors”; the Series A Directors, the Series B Directors and the Cormorant Director collectively, the “Preferred Directors”) as follows: (i) for so long as MedImmune Ventures, Inc. and its Affiliates (“MEVE”) collectively hold at least five percent (5%) of the outstanding shares of Series A Preferred Stock, MEVE shall have the right to designate one individual (the “MEVE Director”), which individual shall initially be ▇▇▇ ▇▇▇▇▇▇, M.D.; (ii) for so long as Hatteras Venture Partners IV SBIC, L.P. and its Affiliates (“Hatteras”) collectively hold at least five percent (5%) of the outstanding shares of Series A Preferred Stock, Hatteras shall have the right to designate one individual (the “HVP Director”), which individual shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Ph. (e) Two individuals, each of whom who shall be an independent outsider who is not an employee, officer, stockholder or otherwise an Affiliate of the Company from or any Investor, designated by a majority of the Board if such person has not resigned as a member (including at least one of the Board; Series B Directors and (iithe Cormorant Director) to elect such person’s replacement as Chief Executive Officer and elected by the holders of a majority of the Common Stock and the Preferred Stock of the Company voting together as the new CEO Directora single class on an as converted to Common Stock basis, which individuals shall initially be ▇▇▇▇ ▇. To the extent that any of clauses (a) through (c) above shall not be applicable▇▇▇▇▇▇▇, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.M.D.

Board Composition. Each Holder agrees (i) For so long as the Persons who Own the Series B Shares (the “Series B Holders”) shall be entitled to votenominate and elect at least one (1) Director pursuant to the Certificate of Designation, or cause the Board shall consist of a number of Directors of seven (7) to nine (9) with the specific number of Directors at any time to be voted, all Shares owned fixed by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting the Board by the adoption of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time a resolution by a majority of the holders number of Directors then in office (whether or not there exist any vacancies in the previously authorized number of directorships at the time such resolution is presented). The Board shall at all times consist of at least a majority of Directors who are Independent Directors. (ii) Pursuant to and on the terms and conditions set forth in the Certificate of Designation, the Series B Holders (by majority vote of the Series B Shares) shall be entitled to nominate and elect up to two (2) Directors (each, a “Series B Director”). The number of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual B Directors shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated reduced from time to time by a majority as provided in the Certificate of the holders of Common Stock Designation. The remaining Directors (the “Common Stock DesigneesCompany Nominated Directors”)) shall be recommended by the Nominating and Corporate Governance Committee, which individual nominated by the Board and from time to time shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andsubmitted to the Company’s stockholders for election in accordance with the Company’s Certificate of Incorporation and Bylaws. (ciii) The Company’s Chief Executive OfficerImmediately following the Amendment Date, who as the Series B Holders (by majority vote of the date Series B Shares) shall be entitled to designate a total of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. two (the “CEO Director”)2) Series B Directors, provided that if for any reason the CEO Director one (1) of whom shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as be a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer class of Directors whose term expires at the first annual meeting of the Company as Company’s stockholders following the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, Amendment Date and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares of whom shall be a member of the same management company or investment adviser with, such Personclass of Directors whose term expires at the second annual meeting of the Company’s stockholders following the Amendment Date.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As Three (3) persons shall be designated by the Series A Director, one person designated from time to time by a majority Chief Executive Officer of the holders of Series A Preferred Stock Company (the “Series A DesigneeCompany Designees”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual individuals shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; , [_____________] and [_____________]. The parties agree that two (b2) As the Common Stock Director, one person designated from time to time by a majority of the holders Company Designees shall each qualify as an “Independent Director,” within the meaning of Common the director independence rules of the NASDAQ Stock Market LLC (“NASDAQ”) or the New York Stock Exchange (“Common Stock DesigneesNYSE”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officeras applicable, who as by the then current Board, acting in good faith. If, at any time during the term of this Agreement, the Board determines that one or more of the date of this Agreement Company Designees is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO not an Independent Director”), provided that if for any reason the CEO Director shall cease to serve as then the Chief Executive Officer of the Company, each of the Holders Company shall promptly vote their respective Shares cause any Company Designee who is not an Independent Director to be removed and replaced in accordance with Subsection 1.4 to comply with this Subsection 1.2(a). (ib) to remove Two (2) persons shall be designated by the former Chief Executive Officer of Helios (the “Helios Designee” and together with the Company from Designees, the “Designees”), which individuals shall initially be [_____________] and [_____________]. The parties agree that at least one (1) of the Helios Designees shall qualify as an Independent Director,” as determined by the then current Board, acting in good faith. If, at any time during the term of this Agreement, the Board if such person has not resigned as a member determines that one or more of the Board; and (ii) to elect such person’s replacement as Helios Designees is not an Independent Director, then the Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above Helios shall not promptly cause a Helios Designee to be applicable, any member of the Board who would otherwise have been designated removed and replaced in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled Subsection 1.4 to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of comply with this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonSubsection 1.2(b).

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Class A Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 56, the following persons shall be elected to the Board: (a) As the Series A first Common Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”)Company’s Chief Executive Officer, for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual who shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that that, if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Class A Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director or, if and for so long as there is not a replacement Chief Executive Officer, one individual designated from time to time by ▇▇▇▇ Range, for so long as any GRC Director (as defined herein) continues to serve as a director; and (b) As the second and third Common Director (the “GRC Directors”), two individuals designated from time to time by ▇▇▇▇ Range, for so long as ▇▇▇▇ Range or its Affiliates (as defined herein) continue to own beneficially at least 160,000 Class A Shares (which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like), which individuals shall initially be ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇. (c) As the fourth Common Director, one individual designated from time to time by ▇▇▇▇▇▇▇▇▇▇, for so long as Sirnaomics or its Affiliates continue to own beneficially at least 480,000 Class B Shares (as defined herein) (which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like), which individual shall initially be ▇▇▇▇ (▇▇▇▇▇▇▇) ▇▇, PhD. Class B Shares shall mean and include all Class B Shares by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Company’s Certificate of Incorporation, as the same may be amended (the “Certificate”). For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, including any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company that the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock and Series A Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one One person designated from time to time by a majority of the holders of Series A Preferred Stock Crystal Amber Fund Limited (the “Series A DesigneeCrystal Amber”), for so long as 1,000,000 share such Stockholder and its Affiliates (as defined below) continue to own beneficially at 5,000,000 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock are outstandingStock), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and; (cb) The Company’s Chief Executive OfficerOne person, who is not otherwise involved in the management of Crystal Amber, designated from time to time by Crystal Amber, for so long as such Stockholder and its Affiliates (as defined below) continue to own beneficially at least 5,000,000 shares of the date Common Stock (including shares of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”Common Stock issued or issuable upon conversion of Series A Preferred Stock), provided that if which number is subject to appropriate adjustment for any reason stock splits, stock dividends, combinations, recapitalizations and the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Directorlike). To the extent that any of the clauses (a) through and (cb) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Seventh Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”). For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees (a) Notwithstanding anything to votethe contrary in this Agreement or the GP LLC Agreement, or cause but subject to the rights to designate Directors contained in this Article IV, the size of the Board may be votedincreased at any time, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting the result of stockholders at which an election the appointment of directors is held or additional Independent Directors pursuant to any written consent of the stockholdersSection 4.3(b), or, subject to Section 54.10, reduced at any time as the following persons result of the resignation, removal, death, or disability of any Director. Each Limited Partner shall be elected take all necessary or desirable actions within such Limited Partner’s control, and the Company and the General Partner shall take all necessary or desirable actions within their respective control, in each case, to ensure that the BoardBoard shall consist of Directors designated as follows: (ai) As the Series A Director, one person designated from time Indigo Partners shall be entitled to time by a majority of the holders of Series A Preferred Stock appoint and maintain (the “Series A Designee”), A) for so long as 1,000,000 share of Series A Preferred Stock are outstandingthe Indigo Percentage Interest is twenty-five percent (25%) or more, which number is subject to appropriate adjustment for any stock splitstwo (2) Directors (each an “Indigo Director” and together the “Indigo Directors”), stock dividends, combinations, recapitalizations and the like, which individual shall who will initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇[●] and [●], and (B) for so long as the Indigo Percentage Interest is five percent (5%) or more but less than twenty-five percent (25%), one (1) Director; provided, that each Indigo Director shall be (1) a full-time employee or director of Indigo or any of its Affiliates or (2) an individual otherwise reasonably acceptable to the SL Partners; (bii) As the Common Stock SL Partners shall be entitled to appoint and maintain three (3) Directors (each an “Investor Director, one person designated from time to time by a majority of the holders of Common Stock (” and together the “Common Stock DesigneesInvestor Directors”), which individual shall who will initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇[●], [●] and [●]; and (ciii) The Company’s the then-serving Chief Executive Officer, who as Officer of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. Company shall be appointed as a Director (the “CEO Director”). (b) The Board shall have the right to designate one or more additional Independent Directors nominated by the Board or a nominating committee of the Board created in accordance with Section 4.5, provided and upon such action the size of the Board shall commensurately increase. (c) Notwithstanding anything to the contrary in this Agreement, (i) a Director appointed pursuant to this Section 4.3 shall immediately resign as a Director (and the Limited Partner which appointed that Director shall procure such resignation), or may be removed by the Board by notice in writing to the relevant Director, if at any time the Limited Partner or Limited Partners, as applicable, which appointed such Director fail to satisfy the ownership requirements for any reason appointment of a Director pursuant to this Section 4.3 and (ii) in the event that the Person serving as the CEO Director ceases to be Chief Executive Officer of the Company, such Person shall cease automatically without further action by any Person be deemed to serve as have resigned from the Board at the time such Person ceases to be the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder of Incsight and ▇▇▇▇▇ agrees to vote, or cause to be voted, vote all Shares owned by such Holder, or over which such Holder has voting controlits Shares, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders the Company’s shareholders at which an election of directors of the Company is held or pursuant to any written consent in lieu of a meeting of the stockholders, subject to Section 5shareholders, the following persons shall be elected to the Board: (ai) As At each election of directors in which the Series A Director, one person designated from time shareholders are entitled to time by a majority elect directors of the holders of Series A Preferred Stock Company, (the “Series A Designee”), for A) one individual designated by Incsight so long as 1,000,000 share Incsight holds not less than 5% of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment the issued shares of the Company (as adjusted for any stock share splits, stock share dividends, combinationsrecapitalizations or the like and on an as-converted basis for all preferred shares, recapitalizations warrants, rights, options, bonds and other securities convertible into ordinary shares of the likeCompany), which individual shall initially be ▇▇. ▇ ▇▇▇, and (B) one individual designated by ▇▇▇▇▇ so long as ▇▇▇▇▇ holds not less than 5% of the issued shares of the Company (as adjusted for any share splits, share dividends, recapitalizations or the like and on an as-converted-to-common share basis for all preferred share, warrants, rights, options, bonds and other securities convertible into ordinary shares of the Company), which individual shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇ Kin LAW; (ii) Two (2) individuals not otherwise affiliated with the Company or with Incsight, ▇▇▇▇▇ or other shareholders of the Company who are acceptable to both Incsight and ▇▇▇▇▇; (biii) As One (1)more individual who is mutually acceptable to Incsight and ▇▇▇▇▇, for a term commencing on the Common Stock Director, one person designated from time to time by a majority date of the holders of Common Stock IPO Closing and expiring on July 31, 2005 (or such earlier date by which the “Common Stock Designees”Company is required under applicable law or the Nasdaq corporate governance rules to appoint additional independent director(s)), which individual shall initially be ▇▇▇ ▇▇▇, so long as ▇▇. ▇▇▇ beneficially owns shares of the Company; (iv) Upon expiration of the term of office of director of the Company pursuant to paragraph (iii) above, one (1) more individual not otherwise affiliated with the Company or with any Incsight, ▇▇▇▇▇ or other shareholders of the Company who are acceptable to both Incsight and ▇▇▇▇▇; (v) At each election of directors in which the shareholders are entitled to elect directors of the Company in addition to those pursuant to paragraphs (i) to (iv) above, (A) one (1) or two (2) individuals designated by Incsight so long as Incsight holds not less than 20% of the issued shares of the Company (as adjusted for any share splits, share dividends, recapitalizations or the like and on an as-converted basis for all preferred shares, warrants, rights, options, bonds and other securities convertible into ordinary shares of the Company), and (B) same number of individuals as designated by Incsight under (A) designated by ▇▇▇▇▇ so long as ▇▇▇▇▇ holds not less than 20% of the issued shares of the Company (as adjusted for any share splits, share dividends, recapitalizations or the like and on an as-converted-to-common share basis for all preferred share, warrants, rights, options, bonds and other securities convertible into ordinary shares of the Company); and (cvi) The Company’s Chief Executive Officer, who as If in consequence of the date director appointments under paragraph (v) and/or (vi) above, the Company is required under applicable law or the Nasdaq corporate governance rules to appoint additional independent director(s), such additional number of this Agreement is individuals not otherwise affiliated with the Company or with Incsight, ▇▇▇▇▇ or other shareholders of the Company who are acceptable to both Incsight and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust a person or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of affiliated with another Person whowhich, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director director, member or trustee employee of such Person, or Person and any venture capital fund or registered investment company now or hereafter existing that which is controlled by or under common control with one (1) or more general partners, managing members or investment advisers of, partners or shares the same management company or investment adviser with, with such Person.

Board Composition. Each Holder agrees to vote, or cause From and after the date hereof and until the provisions of this Section 1 cease to be votedeffective, each holder of Investor Shares shall vote all of his or its Investor Shares owned by such Holder, or which are voting shares and any other voting securities of the Company over which such Holder holder has voting controlcontrol and shall, except to the extent necessary for such holder to comply with his or her fiduciary duties as a director (if any), take all other necessary or desirable actions within his or its control (whether in his or its capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including nomination of designated individuals for election to the Board, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including the nomination of designated individuals for election to the Board and calling special board and stockholder meetings), so that: (i) the authorized number of Directors shall be established and maintained at eight (8), or such greater number as the Majority ▇▇▇▇▇▇ Investors may designate in writing to the Company and the other Investors from time to time; (ii) the individual serving from time to time and at all times, in whatever manner as the Chief Executive Officer of the Company (the “CEO Director”) shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be nominated and elected to the Board:; (aiii) As upon the Series A Director, one person designated written request of the Majority ▇▇▇▇▇▇ Investors at any time and from time to time by prior to the consummation of a majority Qualified Public Offering (which written request shall (x) reference this Section 1A(iii) and (y) specify the name of each individual to be nominated and elected to the Board as a ▇▇▇▇▇▇ Director), (a) for so long as the ▇▇▇▇▇▇ Investors continue to hold at least 40% of the holders outstanding shares of Series A Preferred Common Stock (assuming conversion of all outstanding Preferred Stock), a number of representatives designated by the “Series A Designee”Majority ▇▇▇▇▇▇ Investors shall be nominated and elected to the Board such that all Directors (other than the CEO Director) shall be Satter Directors, (b) from and after such time as the ▇▇▇▇▇▇ Investors cease to hold at least 40% of the outstanding shares of Common Stock (assuming conversion of all outstanding Preferred Stock) and for so long as the ▇▇▇▇▇▇ Investors continue to hold at least 30% of the outstanding shares of Common Stock (assuming conversion of all outstanding Preferred Stock), a number of representatives designated by the Majority ▇▇▇▇▇▇ Investors shall be nominated and elected to the Board such that not less than two-thirds of the Non-CEO Directors (rounded up to the nearest whole number) shall be ▇▇▇▇▇▇ Directors, (c) from and after such time as the ▇▇▇▇▇▇ Investors cease to hold at least 30% of the outstanding shares of Common Stock (assuming conversion of all outstanding Preferred Stock) and for so long as the ▇▇▇▇▇▇ Investors continue to hold at least 20% of the outstanding shares of Common Stock (assuming conversion of all outstanding Preferred Stock), a number of representatives designated by the Majority ▇▇▇▇▇▇ Investors shall be nominated and elected to the Board such that not less than one-half of the Non-CEO Directors (rounded up to the nearest whole number) shall be ▇▇▇▇▇▇ Directors, (d) from and after such time as the ▇▇▇▇▇▇ Investors cease to hold at least 20% of the outstanding shares of Common Stock (assuming conversion of all outstanding Preferred Stock) and for so long as the ▇▇▇▇▇▇ Investors continue to hold at least 5% of the outstanding shares of Common Stock (assuming conversion of all outstanding Preferred Stock), a number of representatives designated by the Majority ▇▇▇▇▇▇ Investors shall be nominated and elected to the Board such that not less than one-third of the Non-CEO Directors (rounded up to the nearest whole number) shall be Satter Directors, and (e) from and after such time as the ▇▇▇▇▇▇ Investors cease to hold at least 5% of the outstanding shares of Common Stock (assuming conversion of all outstanding Preferred Stock), one representative designated by the Majority ▇▇▇▇▇▇ Investors shall be nominated and elected to the Board; (iv) any Directors not elected pursuant to Section 1A(ii) and Section 1A(iii) shall be nominated and elected in accordance with the applicable provisions of the Company’s certificate of incorporation and bylaws and applicable law; and (v) notwithstanding anything to the contrary contained herein, for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and the like, which individual shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority are both serving as members of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇Board and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve is serving as the Chief Executive Officer of the Company, each will have the right to serve as Co-Chairman of the Holders shall promptly vote their respective Shares (i) Board and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ will also have the right to remove serve as Lead Director and, at any time ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is serving as a member of the former Board after ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is no longer serving as the Chief Executive Officer of the Company from the Board (even if such person has not resigned he is still serving as a member of the Board; and (ii) ), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ will have the right to elect such person’s replacement as Chief Executive Officer of the Company serve as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member sole Chairman of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonLead Director.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As Three individuals, who together shall be the Series A DirectorDirectors, one person designated from time to time by the holders of record of a majority of the holders shares of the Company’s Series A Preferred Stock (the “Series A Designee”)Stock, for so long voting exclusively and as 1,000,000 share of Series A Preferred Stock are outstandinga separate class, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual who shall initially be ▇▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;. (b) As Two individuals, who together shall be the Common Stock DirectorDirectors, one person designated from time to time by a majority of the holders of record of two-thirds of the outstanding shares of the Company’s Common Stock (the “Common Stock Designees”)Stock, which individual who shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. . (c) Notwithstanding the foregoing or any provision of the Charter or Bylaws to the contrary, after conversion of the Series A Preferred Stock into Common Stock (the “CEO DirectorConverted Stock”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer in lieu of the Company, each election of the Holders Series A Directors as provided in clause (a) above and the Common Directors as provided in clause (b) above, the following persons shall promptly vote their respective Shares be elected to the Board: (i) three individuals, who together shall continue to remove be designated as the former Chief Executive Officer Series A Directors, designated by the holders of record of a majority of the Company from shares of Common Stock issued upon conversion of the Board if such person has not resigned Series A Preferred Stock (the “Converted Stock”), voting exclusively and as a member of the Boardseparate class; and (ii) to elect such person’s replacement as Chief Executive Officer two individuals, who together shall be the Common Directors, designated by the holders of record of two-thirds of the Company as outstanding shares of the new CEO Director. Company’s Common Stock other than the Converted Stock. (d) To the extent that any of clauses (a), (b) through and (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateCompany’s Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Voting Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons individuals shall be elected to the Board: (a) As One individual (the Series A Director, one person “Preferred Designee”) designated from time to time by the holders of a majority of the holders shares of Series A Seed Preferred Stock (the “Series A Designee”), for so long voting as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”single class on an as-converted basis), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇T▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (b) Two (2) individuals (the “Common Designees”) designated by the holders of record of a majority of the shares of Common Stock not issued or issuable (directly or indirectly) upon conversion of the Preferred Stock, voting exclusively and as a separate class, which individuals shall initially be C▇▇▇▇ ▇▇▇▇▇▇▇ M.D. and M▇▇▇ ▇▇▇▇; and (c) Two (2) individuals (the “CEO DirectorIndependent Designees”), provided that if for any reason ) designated by the CEO Director shall cease to serve as the Chief Executive Officer mutual consent of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer holders of record of a majority of the Company from shares of Common Stock not issued or issuable (directly or indirectly) upon conversion of the Board if such person has not resigned Preferred Stock, voting exclusively and as a member of separate class, on the Board; one hand, and (ii) to elect the holders of a majority of the shares of Series Seed Preferred Stock (voting as a single class on an as-converted basis), on the other hand, each which individual which, in any event during each such personindividual’s replacement as Chief Executive Officer membership on the Board, shall not be an officer nor employee of the Company as nor an Affiliate of any holder of shares of the new CEO DirectorCompany’s Preferred Stock nor of any holder of shares of the Common Stock issued or issuable (directly or indirectly) upon conversion of the Preferred Stock, one of which individuals which initially shall be J▇▇▇ ▇▇▇▇▇▇, and the other of which Board seats initially shall be vacant until otherwise filled in accordance with the terms and conditions of this Agreement. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes Certificate (for the avoidance of this Agreementdoubt, an individualexcluding all shares of Series A Preferred Stock, firmSeries A-2 Preferred Stock and shares of Common Stock issuable upon conversion of the Series A Preferred Stock and Series A-2 Preferred Stock, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled than to the extent required by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personapplicable law).

Board Composition. Each Holder agrees to voteImmediately at Initial Closing, or cause to be voted, the Seller and the Company shall take all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary actions to ensure that at each annual or special meeting the Board shall be reconstituted to comprise of stockholders at which an election 5 (five) Directors, of directors is held or pursuant to any written consent of the stockholderswhich, subject to Section 52.17 of this Agreement, the following persons 3 (three) Directors shall be elected to nominated by the Board: Purchaser and 2 (atwo) As Directors shall be nominated by the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations Seller. The Purchaser hereby nominates and the like, which individual shall initially be ▇appoints M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. , and any two other nominees of the Purchaser as decided by the Purchaser, as the initial nominee Director(s) of the Company who shall each serve for a term of 2 (two) years and may continue to serve as Directors subject to the approval, which shall not be withheld without a valid reason, and the requisite resolutions passed by the Board. The Director(s) nominated and appointed by the Purchaser shall hereinafter be referred to as the “CEO Purchaser Director(s)”. The Seller will have the right to nominate 2 (two) Directors onto the Board, who shall serve for a term of 2 (two) years and may continue to serve as Directors subject to the approval, which shall not be withheld without a valid reason, and the requisite resolutions passed by the Board (each hereinafter referred to as the “Seller Director”). The right to nominate a Director (including an Additional Director) shall be deemed to include the right to nominate, provided that if for any reason replace or remove such Director. Any such representative appointed in place of the CEO outgoing Director shall cease to serve have the same status, and same rights as those enjoyed by the outgoing Director. In such an event, the Seller and the Purchaser (as the Chief Executive Officer case may be) shall exercise their rights (including voting rights) in such manner so as to cause the appointment of such representative as a Director. The Parties agree to vote in favour of the Companyappointment of any Directors nominated pursuant to the terms of this Agreement. So long as the Seller and/or Purchaser holds any Shares, the Seller and the Purchaser shall each of be entitled to appoint 1 (one) observer to the Holders Board (“Observer”), in addition to the Director(s) nominated by either Party. The Observer shall promptly vote their respective Shares have the right to receive all notices relating to Board meetings. The Observer shall not be (i) to remove considered for the former Chief Executive Officer constitution of a valid quorum for the Company from the Board if such person has not resigned as a member meetings of the Board; , and (ii) entitled to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that vote with respect to any of clauses (a) through (c) above shall not resolution proposed to be applicable, any member passed at a meeting of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon or by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personcirculation.

Board Composition. Each Holder agrees to vote(a) The Board shall consist of a number of Directors determined in accordance with the Charter, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Boardcomposed as follows: (ai) As the Series A Director, one person designated from time to time by a majority Chief Executive Officer of the holders Company; (ii) the Class C Director (if any shares of Series A Preferred Class C Stock are issued and outstanding) in accordance with the Charter; (the “Series A Designee”), iii) for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer▇ Stockholders shall be Principal Holders, who as of one individual designated for election to the date of this Agreement is Board by the ▇▇▇▇▇▇▇▇▇▇ Stockholders (the "JK Designee"); provided, however, that for so long as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be the Chief Executive Officer of the Company and a Director, he shall be deemed to be the JK Designee; (iv) for so long as the Geffen Stockholders shall be Principal Holders, one individual designated for election to the Board by the Geffen Stockholders (the "DG Designee"); and (v) such number of individuals selected by the Nominating and Corporate Governance Committee (or, in the event of any vacancy in the office of Director as a result of a vote or action of the Stockholders (as defined below) pursuant to the second proviso to Section 2.03(b), then as selected in accordance with the second sentence of Section 2.03(c)) for nomination to the Board as shall bring the total number of designees and nominees pursuant to this Section 2.03(a) to the number of Directors that constitute the "entire Board" (as defined in the Charter, but subject to any rights of holders of Preferred Stock (as defined in the Charter) to elect additional Directors under specified circumstances); provided, however, that at all times following the first anniversary of the listing of the Class A Stock on a national securities exchange a sufficient number of the Director-nominees nominated by the Nominating and Corporate Governance Committee shall qualify as Independent Directors so that a majority of the Board shall be Independent Directors as required by the By-laws; provided further, however, that the holder of the Class C Stock shall not be restricted from nominating, electing or maintaining a Class C Director who is determined by the Board not to be an Independent Director. (b) Each of Holdco, the ▇▇▇▇▇▇▇▇▇▇ M.D. Stockholders, the Geffen Stockholders and the Vulcan Stockholders (collectively, the “CEO Director”"Stockholders") agrees to vote or act by written consent with respect to (or cause to be voted or acted upon by written consent) all shares of Common Stock then held of record by such Stockholder (x) in favor of the election to the Board of those individuals designated or nominated in accordance with Section 2.03(a) and (y) against the election to the Board of any individual not designated or nominated in accordance with Section 2.03(a); provided, however, that at the written request of any of the ▇▇▇▇▇▇▇▇▇▇ Stockholders or the Geffen Stockholders with respect to a Director designated by such Stockholder pursuant to Section 2.03(a)(iii) or Section 2.03(a)(iv), each other Stockholder hereby agrees to vote or act by written consent with respect to (or cause to be voted or acted upon by written consent) all shares of Common Stock then held of record by such Stockholder in favor of the removal from office of such Director at any meeting or upon any action by written consent called or taken for the purpose of removing such Director from office (and, except as further provided below or in Section 2.03(e), otherwise shall not vote or act by written consent to cause the removal of the JK Designee or DG Designee, as applicable, without cause); provided further, however, that at any time, if the Principal Holder or Principal Holders that hold of record shares of Common Stock representing a majority of the total voting power of the Common Stock held of record by the Principal Holders at such time shall so direct in writing, each Stockholder hereby agrees to vote or act by written consent with respect to (or cause to be voted or acted upon by written consent) all shares of Common Stock then held of record by such Stockholder in favor of the removal from office of the applicable Director or Directors as so directed by such Principal Holders (other than, except for cause, the Class C Director) at any reason meeting or upon any action by written consent called or taken for the CEO purpose of removing such Director or Directors from office and otherwise shall cease not vote or act by written consent to serve remove or cause the removal of any Director or Directors (except for cause). (c) In the event of any vacancy in the office of Director of the DG Designee or the JK Designee, each Stockholder agrees to vote or act by written consent with respect to (or cause to be voted or acted upon by written consent) all shares of Common Stock then held of record by such Stockholder in favor of the election to the Board of an individual designated in writing by the Geffen Stockholders or the ▇▇▇▇▇▇▇▇▇▇ Stockholders, as applicable, and against the election to the Board of any individual not designated by the Geffen Stockholders or the ▇▇▇▇▇▇▇▇▇▇ Stockholders, as applicable. In the event of any vacancy in the office of Director as a result of a vote or action of the Stockholders pursuant to the second proviso to Section 2.03(b) above (other than a vacancy in the office of the Class C Director, which vacancy shall be filled by the holder of the Class C Stock in accordance with the Charter), each Stockholder agrees to vote or act by written consent with respect to (or cause to be voted or acted upon by written consent) all shares of Common Stock then held of record by such Stockholder (x) for the filling of such vacancy as the Principal Holder or Principal Holders that hold of record shares of Common Stock representing a majority of the total voting power of the Common Stock held of record by the Principal Holders at such time shall so direct in writing, but following the composition requirements set forth in Section 2.03(a) and in the case of the filling of vacancies in offices described in Section 2.03(a)(v), after consultation with the Class C Director (if any shares of Class C Stock are issued and outstanding) and (y) against the election to the Board of any individual not so named. (d) At least 60 days before each annual meeting of stockholders of the Company, and at least 5 days before any other stockholder vote or action by written consent with respect to the election of Directors, the Geffen Stockholders (and the ▇▇▇▇▇▇▇▇▇▇ Stockholders if ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall not then be the Chief Executive Officer of the Company, each of the Holders ) shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of notify the Company and each other Stockholder in writing of such Stockholder's designee, if any, pursuant to Section 2.03(a)(iii) or Section 2.03(a)(iv), as applicable. (e) If the Class C Conversion Date shall have occurred, the Vulcan Stockholders shall use their best efforts to cause the Class C Director to resign from the Board if such person has not resigned as a member promptly as possible and in any event no later than the second day after the Class C Conversion Date. If, at any time, all of the Board▇▇▇▇▇▇▇▇▇▇ Stockholders or all of the Geffen Stockholders cease to be Principal Holders (any such holder, a "Non-Controlled Holder"), such Non-Controlled Holders shall use their best efforts to cause the JK Designee or the DG Designee, as applicable, to resign from the Board as promptly as possible and in any event no later than the second day after such applicable Stockholder first ceases to be a Principal Holder; and (ii) provided, however, that if the ▇▇▇▇▇▇▇▇▇▇ Stockholders shall fail to elect such person’s replacement be Principal Holders at a time when ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ is deemed to be the JK Designee by virtue of his role as Chief Executive Officer of the Company as and a Director, the new CEO Director. To the extent that any of clauses (a) through (c) above ▇▇▇▇▇▇▇▇▇▇ Stockholders shall not be applicablerequired to comply with the provisions of this Section 2.03(e). (f) Actions taken by the Principals and their Family Groups, any member of ▇▇▇▇ ▇▇▇▇▇ and the Board who would otherwise have been designated Vulcan Stockholders pursuant to and in accordance with the terms thereof this Agreement shall instead be voted upon by all the Holders taken solely in their capacity as stockholders of the Company entitled to vote thereon and not in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, capacity as a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing memberdirector, officer, director employee, member, consultant, manager or trustee partner, as applicable, of such Personthe Company, Holdco or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonDW.

Board Composition. (i) Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A DirectorThe first Preferred Director shall be designated by Fall Line Endurance Fund, one person designated from time to time by a majority of the holders of Series A Preferred Stock LP (the “Series A DesigneeFall Line”), ) for so long as 1,000,000 share such Stockholder and its Affiliates continue to own any shares of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the likeStock, which individual shall initially be E▇▇. ▇ ▇’▇▇▇▇▇. (b) The second Preferred Director shall be designated by S2G Builders Food & Agriculture Fund III, L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be M▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and. (c) The Company’s Chief Executive OfficerFall Line and S2G, who as of by mutual agreement, shall designate the date of Person with the right to designate the third Preferred Director pursuant to this Agreement is ▇▇▇▇(the “Designating Party”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director. (d) The CEO Director initially be A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; Board and (ii) to elect as such person’s replacement as Chief Executive Officer of the Company as the new CEO DirectorDirector the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a majority of the aggregate principal amount of the Notes (the “Noteholder Majority”). To the extent that any of clauses (i) (a) through (ce) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees Section 2.1 Composition of the Board. ------------------------ (a) The parties hereto and their Permitted Transferees shall take all necessary action as is required under applicable law to vote, or cause the number of Directors comprising the Board to be voted, seven (7) and the Board to be non-classified. (b) The parties hereto and their Permitted Transferees shall take all Shares owned by such Holder, or over which such Holder has voting control, from time necessary action as is required under applicable law to time and at all times, in whatever manner as shall be necessary cause the CEO to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board:Board and to serve as a Director until such time as such Person ceases to be the CEO. (ac) As The parties hereto and their Permitted Transferees shall take all necessary action as is required under applicable law to cause five designees of Holders that Beneficially Own, in the Series A Directoraggregate, one person designated from time to time by a majority more than 50% of the holders of Series A Preferred Stock outstanding Senior Lender Shares (the “Series A Designee”"Majority Senior Lenders"), for so long to be elected ----------------------- to the Board. The Majority Senior Lenders shall designate one of the Directors, who may, but need not, be an officer of the Company, to serve as 1,000,000 share Chairman. (d) The parties hereto and their Permitted Transferees shall take all necessary action as is required under applicable law to cause a designee of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As Entities to be elected to the Common Stock DirectorBoard; provided, one person designated from time to time by a majority that the right of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇-------- ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇Entities to designate a Director shall terminate at such time as the ▇▇▇▇▇▇ M.D. (Entities Beneficially Own less than the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer lesser of the Company, each of the Holders shall promptly vote their respective Shares (i) the number of shares (as adjusted for stock splits and similar transactions) of New Common Stock received by the ▇▇▇▇▇▇ Entities pursuant to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; Plan and (ii) 10% of the Fully-Diluted Shares of New Common Stock (the "▇▇▇▇▇▇ Termination Date"). ----------------------- Following the ▇▇▇▇▇▇ Termination Date, such Director shall be designated by the Majority Senior Lenders. (e) In the event that a vacancy in the Board is created at any time by the death, disability, retirement, resignation or removal (with or without Cause) of any Director, such vacancy shall be filled as elected by the constituency entitled under this Section 2.1 to elect designate the Director whose death, disability, retirement, resignation or removal (with or without Cause) resulted in such person’s replacement vacancy. In the event the ▇▇▇▇▇▇ Entities or the Majority Senior Lenders, as Chief Executive Officer the case may be, no longer have the right to designate Directors pursuant to Section 2.1(c) or 2.1(d), as the case may be, the Directors designated by such parties(y) shall promptly resign from the Board. (f) Any Director may be removed from the Board (i) for Cause by Holders that Beneficially Own, in the aggregate, at least two-thirds of the outstanding shares of New Common Stock or (ii) without Cause by the constituency entitled under this Section 2.1 to designate the Director being removed. (g) The provisions of this Section 2.1 shall terminate upon the earliest to occur of (i) the consummation of a Successful Offer; (ii) the consummation of a merger of the Company as the new CEO Director. To the extent that with any of clauses (a) through (c) above shall not be applicable, any member entity other than one of the Board who would otherwise have been designated in accordance with Company's wholly owned Subsidiaries as a result of which the terms thereof shall instead be voted upon by all the Holders holders of New Common Stock immediately prior to consummation of such merger own less than 50% of the voting power of the surviving entity and (iii) the Public Offering of more than 50% of the shares of New Common Stock held by parties to this Agreement other than the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personits wholly owned Subsidiaries.

Board Composition. Each Holder Stockholder agrees to vote, vote (or shall cause to be voted) all shares of Common Stock that it Beneficially Owns, and shall take all Shares owned by such Holder, or over which such Holder has voting other necessary actions within its control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting the number of stockholders at which an election of directors is held or pursuant to any written consent of Directors constituting the stockholdersentire Board shall be not less than six (6) nor more than twelve (12), as determined within that range by the Board, subject to adjustment in accordance with Section 52.5(b) and/or the last sentence of this Section 2.1(a), and that the following persons individuals shall be elected to the BoardBoard to serve as Directors: (ai) As the Series A Director, one person designated from time subject to time by a majority prior satisfaction of the holders of Series A Preferred Stock (the “Series A Designee”), FERC Condition and for so long as 1,000,000 share the Centerbridge Stockholders Beneficially Own at least five percent (5%) of Series A Preferred the outstanding shares of Common Stock are outstandingheld by all Stockholders, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and one individual designated by the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Centerbridge Stockholders (the “Centerbridge Director”); (bii) As for so long as the Common Stock Director, one person designated from time to time by a majority Goldman Stockholders Beneficially Own at least five percent (5%) of the holders outstanding shares of Common Stock held by all Stockholders, one individual designated by the Goldman Stockholders (the “Goldman Director”); (iii) for so long as the JPMC Stockholders Beneficially Own at least five percent (5%) of the outstanding shares of Common Stock Designeesheld by all Stockholders, one individual designated by the JPMC Stockholders (the “JPMC Director”); (iv) for so long as the Oaktree Stockholders Beneficially Own at least five percent (5%) of the outstanding shares of Common Stock held by all Stockholders, which one individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇designated by the Oaktree Stockholders (the “Oaktree Director”); and (cv) The Company’s the Chief Executive Officer, who provided, that the Chief Executive Officer shall be employed under an employment agreement which provides that, upon any termination of such Person’s employment (whether by the Company or the executive, regardless of whether or not for “cause”), such executive shall, upon any request by the Board, immediately resign as a Director and, as applicable, from the boards of directors of the Company’s Subsidiaries and any other Person for which he or she is serving, at the request of the Company, as a director, member, manager, trustee or other similar capacity. Any Designating Stockholder that has not designated a Designated Director on or before the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. shall have the right, in its discretion and at any time after the date hereof, to designate a Designated Director pursuant to the foregoing clause (i), (ii) or (iii), as applicable, by written notice to the Company (a “CEO DirectorDirector Designation Notice”). The Company shall, provided that if for promptly following its receipt of a Director Designation Notice from any reason the CEO Director shall cease Designating Stockholder, provide written notice thereof to serve as the Chief Executive Officer of the Company, each of the Holders other Stockholders and the number of Directors constituting the entire Board shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicableincreased by one, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon resulting Board vacancy filled by all the Holders of individual specified in the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonDirector Designation Notice.

Board Composition. (a) Each Holder Stockholder agrees on behalf of itself and any transferee or assign to vote, vote or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and voted at all times, in whatever manner as shall be necessary to ensure that at each annual a regular or special meeting of stockholders (or by written consent) all shares of Stock now or hereafter owned or controlled by such stockholder, and otherwise use its or his respective best efforts as a Stockholder of the Company, to set the number of directors of the Company at which an five and to elect as directors, on the date of this Agreement and in any subsequent election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, Company the following persons shall be elected to following: (i) two directors (the Board: (a“Common Directors”) As designated by the Series A Director, one person designated from time to time by holders of a majority of the holders of Series A Preferred Common Stock (the “Series A Designee”voting together as a single class), for so long as 1,000,000 share one of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual whom shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇; (ii) two directors (the “Preferred Stock Directors”), (a) one who shall be designated by DCM III, L.P. or its affiliates (“DCM”), who initially shall be ▇▇▇▇▇ ▇▇▇▇, and (b) one who shall be designated by New Enterprise Associates 10, Limited Partnership or its affiliates (“NEA”), who initially shall be ▇▇▇▇▇ ▇▇▇▇▇▇; ▇ and (biii) As one independent director designated by mutual agreement of, on the Common Stock Directorone hand, one person designated from time to time by the holders of a majority of the Preferred Stock (voting together as a single class), and on the other hand, the holders of a majority of the Common Stock (the “Common Stock Designees”voting together as a single class), which individual who initially shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and. (cb) The Company’s Chief Executive Officer, who as In the absence of any notice to the contrary to the then current other members of the date Board of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (Directors, the “CEO Director”), provided that director-designees then serving and previously designated shall be reelected if for any reason the CEO Director shall cease still eligible to serve as provided herein. Except in circumstances in which a director could, pursuant to the Chief Executive Officer Company’s By-laws (or any amendment thereof), be removed by a majority vote of the CompanyBoard of Directors for cause, each of the Holders no party hereto shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been of Directors designated in accordance with the terms thereof aforesaid procedure unless the designating party or parties so vote, and if the designating party or parties so vote, then the non-designating party or parties shall instead likewise so vote. (c) Any vacancy on the Board of Directors created by the resignation, removal, incapacity or death of any person designated under this Section 4.1 shall be voted upon filled by all another person designated by the Holders original designating party or parties. Each Stockholder shall vote its or his shares of the Company entitled to vote thereon Stock in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personnew designation.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Voting Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons individuals shall be elected to the Board: (a) As One individual (the Series A Director, one person “Preferred Designee”) designated from time to time by the holders of a majority of the holders shares of Series A Seed Preferred Stock (the “Series A Designee”), for so long voting as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”single class on an as-converted basis), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇T▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (b) Two (2) individuals (the “Common Designees”) designated by the holders of record of a majority of the shares of Common Stock not issued or issuable (directly or indirectly) upon conversion of the Preferred Stock, voting exclusively and as a separate class, which individuals shall initially be C▇▇▇▇ ▇▇▇▇▇▇▇ M.D. and M▇▇▇ ▇▇▇▇; and (c) Two (2) individuals (the “CEO DirectorIndependent Designees”), provided that if for any reason ) designated by the CEO Director shall cease to serve as the Chief Executive Officer mutual consent of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer holders of record of a majority of the Company from shares of Common Stock not issued or issuable (directly or indirectly) upon conversion of the Board if such person has not resigned Preferred Stock, voting exclusively and as a member of separate class, on the Board; one hand, and (ii) to elect the holders of a majority of the shares of Series Seed Preferred Stock (voting as a single class on an as-converted basis), on the other hand, each which individual which, in any event during each such personindividual’s replacement as Chief Executive Officer membership on the Board, shall not be an officer nor employee of the Company as nor an Affiliate of any holder of shares of the new CEO DirectorCompany’s Preferred Stock nor of any holder of shares of the Common Stock issued or issuable (directly or indirectly) upon conversion of the Preferred Stock, which individuals shall initially be J▇▇▇ ▇▇▇▇▇▇ and G▇▇▇▇ ▇▇▇▇▇▇▇▇▇. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes Certificate (for the avoidance of this Agreementdoubt, an individualexcluding all shares of Non-Voting Preferred Stock and shares of Common Stock issuable upon conversion of the Non-Voting Preferred Stock, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled than to the extent required by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personapplicable law).

Board Composition. Each Holder agrees to vote(a) Concurrently with the execution of this Agreement, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as the Investors shall be entitled to nominate three (3) members to the Board, who shall initially be [•], [•] and [•], and the Board shall take all necessary action to ensure cause the appointment of such individuals to the Board effective at the Closing. After the date hereof, (1) for so long as the Ownership Threshold is met the Investors shall be entitled to nominate three (3) members to the Board, (2) for so long as the Ownership Threshold is not met but the Investors’ Ownership Percentage exceeds 10% of the Diluted Common Shares, then the Investors shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) two (2) directors, and (3) for so long as the Investors’ Ownership Percentage is in the aggregate at least 5% but less than 10% of the Diluted Common Shares, then the Investors shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) one (1) director (each, an “Investor Designee,” and collectively, the “Investor Designees”). For so long as the Ownership Threshold is met, (i) one Investor Designee shall be unaffiliated with NMC and (ii) two Investor Designees (which, for the avoidance of doubt, can include the Investor Designee described in clause (i)) shall qualify as “independent” directors as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law. The Company shall, at each any annual or special meeting of stockholders shareholders of the Company at which an election of directors is held or pursuant are to any written consent of the stockholdersbe elected, subject to the fulfillment of the requirements set forth in Section 52.1(b), nominate the following persons shall Investor Designees for election to the Board and use all commercially reasonable efforts to cause the Investor Designees to be elected to as directors of the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;. (b) As Any Investor Designee shall be reasonably acceptable to the Common Stock DirectorBoard’s Nominating and Corporate Governance Committee (the “Governance Committee”), one person designated it being understood that the individuals named in Section 2.1(a) are acceptable. The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company’s corporate governance guidelines, code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time by a majority time. The Investors shall notify the Company of any proposed Investor Designee in writing no later than the latest date on which shareholders of the holders Company may make nominations to the Board in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company; provided, that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of Common Stock the Company (the “Common Stock DesigneesNominee Disclosure Information”); provided, which individual further, that in the event the Investors fail to provide any such notice, the Investor Designee shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andthe person then serving as the Investor Designee as long as the Investors provide the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) The Company’s Chief Executive Officer, who as In the event of the date death, disability, resignation or removal of an Investor Designee, the Board will promptly elect to the Board a replacement director designated by the Investors, subject to the fulfillment of the requirements set forth in the first sentence of the last paragraph of Section 2.1(a) and Section 2.1(b), to fill the resulting vacancy, and such individual shall then be deemed an Investor Designee for all purposes under this Agreement is Agreement. (d) For so long as the Investors have rights under this Section 2.1, the Company will not amend or waive the provisions of Section 3 of the TCP/AS ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the a Series A Seed-1 Director, one person individual designated from time to time by holders of a majority of the holders shares of Series A Seed-1 Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the likeStock, which individual shall initially be ▇▇. ▇▇▇as of the date of this Agreement is ▇▇▇▇ ▇▇▇▇▇▇; (b) As the a Common Stock Director, one person individual who is designated from time to time by Qualified Key Holders holding a majority of the holders shares of Common Stock (the “held by Qualified Key Holders, for so long as any Qualified Key Holder holds any shares of Common Stock Designees”)Stock, which individual shall initially be as of the date of this Agreement is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and; (c) The As the other Common Director, the Company’s Chief Executive OfficerOfficer (the “CEO Director”), who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member from the position of the BoardCEO Director; and (ii) to elect such person’s replacement as the then-current Chief Executive Officer of the Company to serve as the new CEO Director. To For clarity, to the extent that the election of a Director pursuant to any of foregoing clauses (a) through (c) above shall not be applicable, or shall cause the Company to violate applicable Sanctions, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one One (1) person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”)Ritastar, for so long as 1,000,000 share Ritastar and its Affiliates (as defined below) continue to own beneficially at least 485,000 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock are outstanding, which number is Stock) (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like) (the “Ritastar Director”), to serve as a Common Director, which individual Ritastar Director seat shall initially be ▇▇. ▇▇vacant; (b) One (1) person who serves as the then-current Chief Executive Officer of the Company, to serve as a Common Director, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock ▇ (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of CEO Director” and to the date of this Agreement is ▇▇▇▇extent ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (shall serve on the Board, he shall be referred to herein as the “CEO Founder Common Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; (c) Two (2) persons designated from time to time by ▇▇▇▇▇ ▇▇▇▇ (the “Founder” and such designees, the “▇▇▇▇ Designees”), for so long as such Stockholder and its Affiliates continue to own beneficially at least 2,424,000 shares of Common Stock (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like), to serve as Common Directors, which individuals shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇; and (d) (i) Two (2) persons designated from time to time by Apeiron for so long as Apeiron and its Affiliates (as defined below) continue to own beneficially at least 8,320,000 shares of Series A-2 Preferred Stock (including shares of Common Stock issued upon conversion thereof) (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like)), to serve as Common Directors, which Board seats shall initially be vacant; provided that Apeiron shall designate into one such vacancy a nominee of ▇▇▇▇▇.▇▇▇ Investments 1 and (ii) one (1) person designated from time to time by ▇▇▇▇▇▇▇ for so long as Apeiron and its Affiliates (as defined below) continue to own beneficially any shares of Series A-2 Preferred Stock (or Common Stock issued upon conversion thereof), to serve as a Common Director, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇ (collectively, the “Apeiron Directors” and together with the Ritastar Director, the “Investor Directors”). To the extent that any of clauses (a) through (cd) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, Immediate Family Member (as defined below), firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.by

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant pursu­ant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board:: 8 (a) As At each election of directors in which the holders of the Series A DirectorPreferred Stock, one person designated from time voting as a separate class, are entitled to time by a majority elect [two] directors of the holders Company, (i) one individual designated by [Investor 1] [so long as such Investor holds not fewer than [___] shares of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment adjusted for any stock splits, stock dividends, combinations, recapitalizations and or the like)], which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; [__________], and (bii) As the Common Stock Director, one person individual designated from time to time by a majority [Investor 2] [so long as such Investor holds not fewer than [___] shares of the holders of Common Series A Preferred Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the “Common Stock Designees”like)], which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇[__________]; (b) [Alternative 1: For so long as the Key Holders hold at least [____] shares of Common Stock (as adjusted for any stock splits, stock dividends, recapitaliza­tions or the like), one individual designated by the holders of a majority of the Shares of Common Stock [held by the Key Holders], which individual shall initially be [___________]; and[Alternative 2: [name of Key Holder], for so long as [name of Key Holder] [remains an [officer] [employee] of the Company] [holds at least [_____] Shares (as adjusted for stock splits, stock dividends, recapitalizations or the like)] [holds at least [_____]% of the outstanding capital stock of the Company on an as-converted-to-Com­mon Stock basis] [, except that if [name of Key Holder] declines or is unable to serve, his or her successor shall be designated by [name of alternate Key Holder] [the holders of a majority of the shares of Common Stock of the Company]; 9 (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. shall initially be [_____] (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. ; and (d) One individual not otherwise an Affiliate (defined below) of the Company or of any Investor who is [mutually acceptable to (i) the holders of a majority of the Shares held by the Key Holders who are then providing services to the Company as officers, employees or consultants and (ii) the holders of a majority of the Shares held by the Investors][mutually acceptable to the other members of the Board]; and (e) To the extent that any of clauses (a) through (cd) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited lim­ited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director director, member or trustee employee of such Person, or Person and any venture capital fund or registered investment company now or hereafter existing that is controlled by or under common control with one (1) or more general partners, managing members or investment advisers of, partners of or shares the same management company or investment adviser with, with such Person.

Board Composition. Each Holder agrees to vote(a) If the Company Proposals are approved at the Special Meeting by the requisite stockholder vote and the Acquisition closes, or then no later than the earlier of (i) the first meeting of the Board following the closing of the Acquisition (the “Closing”), and (ii) the tenth (10th) business day following the Closing, the Company will cause the Board to be votedexpanded to ten members and the Board to appoint one individual designated by the Raging Capital Group (the “Designee”) as a member of the Board, all Shares owned by such Holder, or over which such Holder has voting control, from time with a term to time and expire at all times, in whatever manner as shall be necessary to ensure that at each the 2018 annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholdersCompany (such meeting, subject to Section 5including any adjournment or postponement thereof, the following persons shall “2018 Meeting”); provided, the Designee must be elected reasonably acceptable to the Board in its good faith business judgment after exercising its fiduciary duties and must qualify as an “independent director” under applicable rules of the U.S. Securities and Exchange Commission (the “SEC”) and the rules of any stock exchange on which securities of the Company are then listed and must not be an “interested person,” as defined under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “1940 Act” and the requirements described in this proviso, the “Independence Requirements”); provided, further, that any Designee who is an employee or affiliate of the Raging Capital Group and satisfies the Independence Requirements will be deemed to be reasonably acceptable to the Board for purposes of the immediately preceding proviso; provided, further, that as a condition to the Designee’s appointment to the Board:, the Raging Capital Group and/or the Designee shall provide to the Company, prior to nomination and appointment a completed D&O Questionnaire in the form separately provided to the Raging Capital Group. (ab) As the Series A Director, one person designated from time to time by Upon becoming a majority member of the holders Board, the Designee shall have the same rights and duties as any other Board member. At all times from the date of Series A Preferred Stock (his or her appointment to the “Series A Designee”)Board through his termination of service as a member of the Board, for so long as 1,000,000 share the Designee shall comply with all lawful written policies, procedures, processes, codes, rules, standards and guidelines applicable to all Board members, and which the Company shall provide the Designee in advance, including but not limited to the Company’s code of Series A Preferred Stock are outstandingethics, which number is subject to appropriate adjustment for any stock splitssecurities trading policies, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇i▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As ▇ policy, directors confidentiality policy and corporate governance guidelines, and will also preserve the Common Stock Directorconfidentiality of Company business and information, one person designated from time to time by a majority including discussions or matters considered in meetings of the holders Board or Board committees, in accordance with the confidentiality obligations applicable to all other members of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andBoard. (c) The Company’s Chief Executive OfficerDesignee will be considered for appointment to, who as and will be offered the opportunity to be a member of, each committee of the date Board in accordance with the Board’s customary practices and policies relating to such appointments applicable to all non-employee directors of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. the Company. (d) The Designee will be (i) compensated for his service as a director and will be reimbursed for his expenses on the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve same basis as the Chief Executive Officer all other non-employee directors of the Company, each (ii) granted equity-based compensation and other benefits on the same basis as all other non-employee directors of the Holders Company, and (iii) entitled to the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company as such rights may exist from time to time. (e) To the extent the internal laws of the State of Maryland or any other applicable laws would require the Designee to be elected by the stockholders of the Company at the 2016 annual meeting of stockholders of the Company (the “2016 Meeting”) in order for him to continue to serve as a director of the Company for the remainder of his term expiring at the 2018 Meeting, the Nominating and Corporate Governance Committee of the Board shall promptly vote their respective Shares recommend for nomination and the Board shall nominate the Designee for election at the 2016 Meeting (provided, that the Designee continues to meet the Independence Requirements and provides to the Company an updated D&O Questionnaire in the form furnished to all other members of the Board) and the Board shall solicit proxies from the stockholders of the Company for the election of the Designee at such meeting in the same manner for all nominees and devoting the same resources to such solicitation as in prior years. (f) If the Designee ceases to be a member of the Board for any reason, then the Raging Capital Group shall be entitled to recommend, for consideration by the Board, a candidate to fill such vacancy who (i) satisfies the Independence Requirements and (ii) is reasonably acceptable to remove the former Chief Executive Officer Board in its good faith business judgment after exercising its fiduciary duties (such candidate, the “Successor Candidate”). Within ten business days of the Company from Raging Capital Group’s recommendation of the Successor Candidate, the Board if such person has not resigned will make, and inform the Raging Capital Group of, its determination as to whether the Successor Candidate is reasonably acceptable to the Board. If the Board accepts the Raging Capital Group’s recommendation, the Successor Candidate shall be promptly appointed to the Board with a term to expire at the 2018 Meeting. In the event the Board declines to accept the Successor Candidate, the Raging Capital Group may propose another replacement, subject to the criteria and process set forth in this Section. Upon becoming a member of the Board; and (ii) , the Successor Candidate will succeed to elect such person’s replacement as Chief Executive Officer all of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not rights and privileges of, and will be applicable, any member of the Board who would otherwise have been designated in accordance with bound by the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant conditions applicable to, the Restated Certificate. For purposes of a Designee under this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A DirectorThe Company’s Chief Executive Officer, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board Board, if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To ; (b) One Common Director designated by the extent that any Key Holders holding at least a majority of clauses (a) through the outstanding shares of Common Stock then held by the Key Holders who are then providing services to the Company as employees or consultants, who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇; (c) above As the third director, a person that qualifies as an “independent” director under applicable NASDAQ and NYSE listing standards, or who possesses relevant industry experience for the Company and is not otherwise providing services to the Company as an employee or consultant, designated by both (i) holders of a majority of the Common Stock then held by the Key Holders providing services to the Company as employees or consultants and (ii) holders of a majority of the Series Seed Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series Seed Preferred Stock) then held by all holders of Series Seed Preferred Stock (the “Independent Director”), who shall not initially be applicable▇▇▇▇▇▇▇ ▇▇▇▇▇; and (d) to the extent the authorized number of directors increases to a number greater than three, any member such individuals as may be nominated by a majority of the other members of the Board who would otherwise have been designated or, in accordance with the terms thereof shall instead be voted upon absence of such nomination, by the holders of a majority of the outstanding Shares held by all Stockholders, in each case who qualify as “independent” directors under applicable NASDAQ and NYSE listing standards, or who possess relevant industry experience for the Holders Company, or who otherwise are determined suitable to service on the Board by the other members of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonBoard.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one [***]; (b) One person designated from time to time by a majority of the holders of Series A Preferred Stock PureTech Health LLC (the “Series A PureTech A-2 Designee”), for so long as such Stockholder and its Affiliates (as defined below) continue to own beneficially at least 1,000,000 share shares of Series A A-2 Preferred Stock are outstandingStock, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and; (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. [***]; (d) One person designated from time to time by PureTech Health LLC (the “CEO DirectorPureTech A-1 Designee”), provided that if for so long as such Stockholder and its Affiliates (as defined below) continue to own beneficially at least 1,000,000 shares of Series A-1 Preferred Stock, which number is subject to appropriate adjustment for any reason stock splits, stock dividends, combinations, recapitalizations and the CEO Director like), which seat shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares initially be vacant; (ie) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. [***] To the extent that any of clauses (a) through (cd) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees Effective at the closing of the sale of the Company's Series B Convertible Preferred Stock to votethe Purchasers pursuant to the Purchase Agreement, the Purchasers shall be entitled to designate members to the Board (the "Purchaser Designees"), as follows: (i) one individual designated by North Run Master Fund, LP (the "North Run Designee"), (ii) one individual designated collectively by Deephaven Relative Value Equity Trading Ltd and Deephaven Long Short Equity Trading Ltd (the "Deephaven Designee"); and (iii) in the event the Company's cash and cash equivalents, determined in accordance with GAAP applied consistently with the Company's past practice, are less than $15.0 million as of the end of a fiscal quarter as reported on the Company's balance sheet included in Form 10-Q or cause Form 10-K for such quarter, the holders of a majority of Preferred Stock shall be entitled to designate one additional director (or such greater number as may be required such that the aggregate number of directors designated pursuant to this Section 2.1 equals the minimum number of directors necessary such that the aggregate number of directors equals at least thirty percent (30%) of the then sitting board members); provided, however, that notwithstanding the foregoing, in no event shall the percentage of board seats that holders of Preferred Stock are entitled to elect exceed their proportion of ownership of voting securities of the Company. Notwithstanding the foregoing, any individual (or individuals) to be voted, all Shares owned by such Holder, nominated or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: Board pursuant to this Agreement that is designated by an initial Purchaser or a Permitted Transferee (apursuant to sections (i) As - (iv) of the Series A DirectorPermitted Transferee definition) shall be appointed only after reasonable consultation, one person designated from time review and discussion with the Company's board of directors and its nominating committee. The Company agrees that its review process for the initial designees shall be completed no later than December 9, 2005. Any individual or individuals to time be nominated or elected to the Board pursuant to this Agreement by a Permitted Transferee pursuant solely to section (v) of the Permitted Transferee definition must first be reasonably acceptable to a majority of the holders of Series A Preferred Stock existing directors (excluding the “Series A North Run Designee and the Deephaven Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust unreasonably withhold or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee delay their approval of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personindividual.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As Series A Preferred Directors, two persons designated from time to time after the initial closing of the Series A Preferred Stock by one or more holders of Series A Preferred Stock (the “Series A Preferred Directors”), for so long as each of such holders of Series A Preferred Stock and/or its Affiliates are not Sanctioned Parties, (b) As a Series A Preferred Director, upon the initial closing of the Series A Preferred Stock, one person designated from time to time by ▇▇▇▇▇▇ Ventures, LLC (the “▇▇▇▇▇▇ Director”), for so long as ▇▇▇▇▇▇ Ventures, LLC and/or its Affiliates are not Sanctioned Parties, which individual as of the date of this Agreement is ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq., and the ▇▇▇▇▇▇ Director shall be a member of the compensation committee; (c) Up to three persons designated from time to time by ▇▇▇▇▇▇▇▇ Inc., with one person being designated by ▇▇▇▇▇▇▇▇ Inc. simultaneously with the election or appointment of each person as a Series A Preferred Director pursuant to Section 1.2(a) above (collectively, the “▇▇▇▇▇▇▇▇ Directors”), for so long as ▇▇▇▇▇▇▇▇ Inc. and/or its Affiliates are not Sanctioned Parties, with the first individual being ▇▇▇▇▇▇▇ ▇▇▇▇▇, and the second and third persons being ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇ (who shall be granted rights as board observers until such time as they can be elected or appointed to the Board); (d) One person designated from time to time by a majority of the holders of Series A 2 Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A 2 Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be subsequent to the date of this Agreement being ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (ce) The One officer of the Company designated by the Company’s Chief Executive Officer, who which individual as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (. If a deadlock occurs, then any such matter shall be determined by the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer vote of a majority of the Companyholders of Series A Preferred Stock. For clarity, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that the election of a Director pursuant to any of foregoing clauses (a) through (cb) above shall not be applicable, or shall cause the Company to violate applicable Sanctions, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonArticles.

Board Composition. Each Holder Investor agrees to vote, or cause to be voted, all Shares owned by such Holder, or Investor over which such Holder Investor has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5stockholders in lieu of any such meeting, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock then outstanding Common Stock, voting as a separate class, shall designate or nominate one (1) member, who will be the “Series A Designee”)then serving Chief Executive Officer (currently, for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇) as appointed by the Board (the “Common Director”); (b) As the Common Stock Director, one person designated from time to time by holders of a majority of the holders of Common Stock then outstanding Series A Preferred, voting as a separate class, shall designate or nominate three (3) members (the “Common Stock DesigneesPreferred Directors”) one (1) of whom shall be appointed by LWRC LLC (“LW”), which individual one (1) of whom shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇appointed by Clifford Chance Technology Limited (“CC”) and one (1) of whom shall be appointed by Ventech Capital V S.L.P. (“Ventech”), in each case as long as such firms, respectively, hold at least ten percent (10%) of the Series A Preferred they hold on the date hereof; and (c) The Company’s Chief Executive Officer, who as the holders of the date outstanding Common Stock and Series A Preferred, voting together as a single class and in consultation with the Company, shall designate or nominate three (3) individuals reasonably acceptable to each of the Company and each of LW, CC and Ventech; provided that, as to each of LW, CC and Ventech, for so long as each continues to have the right under this Agreement is ▇▇▇Section 1.3 to appoint a member of the Board (the “Independent Directors”); provided further that at all times the Independent Directors must be individuals who are not employees of, and do not otherwise provide services to, the Company or any of its subsidiaries during the time such individuals act as members of the Board; and provided further that, in the event ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇ M.D. (the “CEO Director”), provided that if ceases for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each then Prins H LLC (“Prins H”) shall have the right to appoint one member of the Holders Board (and the number of Independent Directors shall promptly vote their respective Shares be reduced from three (i3) to remove the former Chief Executive Officer two (2)), so long as ▇▇▇▇▇ ▇ holds at least ten percent (10%) of the Company from Shares owned by it on the Board if date hereof. In such person has not resigned as a latter instance, the Investors shall immediately take all action reasonably necessary to enable ▇▇▇▇▇ ▇ to appoint such member of the Board; and (ii) to elect , including facilitating the resignation of one Independent Director or the removal thereof in the absence of such person’s replacement as Chief Executive Officer resignation, or with the consent of ▇▇▇▇▇ ▇, the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member expansion of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partnersmember, managing members or investment advisers of, or shares the same management company or investment adviser with, all in order to create a vacancy to enable Prins H to make such Personappointment.

Board Composition. Each Holder agrees to vote, or cause (i) For so long as a Sycamore Appointee is entitled to be voteddesignated to the Board, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any without the prior written consent of the stockholders, subject to Section 5Investor, the following persons Board will consist of no more than 13 Persons. Investor, as the holder of all of the outstanding Series B Preferred Stock, shall initially have the right to designate two directors (each, a “Sycamore Appointee”) who shall be elected appointed to the Board (and the Company shall cause their appointment to the Board: (a) As the Series A Director, one person designated from time to time by a majority as of the holders of Series A Preferred Stock (the “Series A Designee”)Closing hereunder. The initial Sycamore Appointees shall be, for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the likeCompany shall cause the appointment of, which individual shall initially be ▇▇. ▇the following: (A) ▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇ and (bB) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. . (ii) The Company will permit the “CEO Director”holders of a majority of the outstanding Series B Preferred Stock to elect such directors to serve on the Board as is provided in the Certificate of Designation. Without limiting the rights and remedies of such holders, and notwithstanding the provisions of the Certificate of Designation to the contrary, in the event any Sycamore Appointee is not so elected then, subject to Section 3A(vi), provided that if for any reason the CEO Director shall cease in connection with each meeting of stockholders at which directors are to be elected to serve as on the Chief Executive Officer Board, the Company shall take all necessary steps to nominate each Sycamore Appointee then up for election (or such alternative Person(s) who are proposed by Investor (or any member of The Sycamore Group that is a transferee thereof) and notified to the Company on or prior to any date set forth in the Company’s constituent documents or applicable law for Board nominees) and to use its reasonable best efforts to cause the Board to unanimously recommend that the holders of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer Series B Preferred Stock of the Company vote in favor of such Sycamore Appointee for election to the Board. If, for any reason, a candidate designated as a Sycamore Appointee is determined to be unqualified to serve on the Board because such appointment would constitute a breach of the Board’s fiduciary duties or applicable law, Investor (or any member of The Sycamore Group that is a transferee thereof) shall have the right to designate an alternative Sycamore Appointee to be so appointed and the provisions of this Section 3A(ii) shall apply, mutatis mutandis, to such alternative Sycamore Appointee. (iii) Each initial Sycamore Appointee will hold his or her office as a director of the Company until the 2015 annual meeting of the stockholders of the Company or until his or her death, resignation or removal from the Board if such person or until his or her successor has not resigned as a member of the Board; been duly elected and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated qualified in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes provisions of this Agreement, an individualthe Company’s constituent documents and applicable law. Thereafter, firmeach appointed or elected Sycamore Appointee will hold his or her office as a director of the Company for such term as is provided in the Company’s constituent documents or until his or her death, corporationresignation or removal from the Board or until his or her successor has been duly elected and qualified in accordance with the provisions of this Agreement, partnershipthe Company’s constituent documents and applicable law. If any Sycamore Appointee ceases to serve as a director of the Company for any reason during his or her term, associationthe vacancy created thereby shall be filled, limited liability companyand the Company will use its reasonable best efforts to cause the Board to fill such vacancy, trust with a replacement designated by Investor (or any other entity member of The Sycamore Group that is a transferee thereof). (collectively, iv) Investor (or any member of The Sycamore Group that is a “Person”transferee thereof) shall have the right to designate two Sycamore Appointees pursuant to this Section 3A until such time as the number of shares of Conversion Stock and Common Stock then Beneficially Owned by The Sycamore Group is less than 66.67% of the aggregate number of shares of Conversion Stock and Common Stock Beneficially Owned by The Sycamore Group immediately following the Closing. Investor (or any member of The Sycamore Group that is a transferee thereof) shall have the right to designate one Sycamore Appointee pursuant to this Section 3A until such time as the aggregate number of shares of Conversion Stock and Common Stock then Beneficially Owned by The Sycamore Group is less than 33.33% of the aggregate number of shares of Conversion Stock and Common Stock Beneficially Owned by The Sycamore Group immediately following the Closing. Thereafter, the right of Investor (or any member of The Sycamore Group that is a transferee thereof) to designate any Sycamore Appointees hereunder shall terminate and Investor (or any member of The Sycamore Group that is a transferee thereof) shall use commercially reasonable efforts to cause any Sycamore Appointees then serving as directors to resign if requested by the Company in writing to do so. In the event that Investor (or any member of The Sycamore Group that is a transferee thereof) shall have the right to designate only one Sycamore Appointee in accordance with this Section 3A(iv), Investor (or any member of The Sycamore Group that is a transferee thereof) shall have the right to designate which of the two Sycamore Appointees shall remain as the single Sycamore Appointee. (v) The Company shall provide the same reimbursement of expenses incurred by each Sycamore Appointee, and the same rights and benefits of indemnity to each Sycamore Appointee, as are provided to other non-employee directors on the Board. The Sycamore Appointees shall be deemed an “Affiliate” provided the same retainers, including meeting fees, and other cash compensation and equity compensation for their service on the Board or any committee thereof, as other non-employee directors on the Board. The Company acknowledges that certain directors (including the Sycamore Appointees) may have certain rights to indemnification, advancement of another Person who, expenses and/or insurance provided by sources other than the Company (directly or indirectly, controlsincluding through insurance provided by the Company) with respect to such directors’ association with the Company and its subsidiaries (“Other Indemnitors”). Notwithstanding the existence of any Other Indemnitor with respect to any director, the Company shall be the indemnitor of first resort (i.e., the Company’s obligations for indemnification and expense advancement to a director are primary and any obligations of any Other Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by a director are secondary), with respect to any such directors’ association with the Company and its subsidiaries. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any director with respect to any claim for which such director has sought indemnification from the Company shall affect the foregoing, and such Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of such director against the Company. The Other Indemnitors shall be express third party beneficiaries of the terms of this Section 3A(v). (vi) For the avoidance of doubt, (x) any members of the Board elected pursuant to Section 5(a) of the Certificate of Designation shall be deemed to satisfy in whole or in part, as applicable, Investor’s right to designate the Sycamore Appointee(s) under this Section 3A and (y) notwithstanding anything herein to the contrary, other than the initial Sycamore Appointees designated by Investor pursuant to this Section 3A, Investor (or any member of The Sycamore Group that is controlled by or is a transferee thereof) shall not have any right to designate any Sycamore Appointee under common control with such Person, including, without limitation, any general partner, managing member, officer, this Section 3A if the holders of Series B Preferred Stock shall not have the right to elect a director or trustee directors under the Certificate of such PersonDesignation. (vii) Notwithstanding anything to the contrary set forth in this Agreement, or the rights and privileges set forth in this Section 3A shall be personal to Investor (and any venture capital fund or registered investment company now or hereafter existing member of The Sycamore Group that is controlled by one (1a transferee thereof) and may not be transferred or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such assigned to any other Person.

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As Commencing on the Series A Directordate hereof, one person designated the Board shall consist of seven Directors, as set from time to time by a majority the Board as provided in the Bylaws. The Company (x) will not decrease the number of Directors below four or increase the holders number of Series A Preferred Stock (Directors above seven without the “Series A Designee”), for so long as 1,000,000 share consent of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who so long as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇and his Affiliates and members of his Immediate Family hold in the aggregate 20% or more of the outstanding Shares of Common Stock on an As-Converted Basis) and (y) will not decrease the number of Directors below seven without the consent of Highbridge prior to the Notes Repayment Date. As of the date hereof, the Board consists of the individuals named on Exhibit B attached hereto. (b) So long as Highbridge and its Affiliates (other than ENXP Offshore, L.P.) hold in the aggregate 10% or more of the outstanding Shares of Common Stock on an As-Converted Basis, Highbridge Onshore Fund shall have the right to designate one Director. For the avoidance of doubt, in no event shall ENXP Offshore, L.P. have any right to participate in the designation of such Director. (c) So long as ▇▇▇▇▇▇ M.D. (remains the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the President or Chief Executive Officer of the Company, each of the Holders ▇▇▇▇▇▇ shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as be a member Director and shall be Chairman of the Board; . In addition, so long as ▇▇▇▇▇▇ and (ii) to elect such person’s replacement as Chief Executive Officer his Affiliates and members of his Immediate Family hold in the aggregate 20% or more of the Company as outstanding Shares of Common Stock on an As-Converted Basis, ▇▇▇▇▇▇ shall have the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member right to designate all of the Board who would otherwise have been Directors other than any Director designated by Highbridge pursuant to Section 6(b). (d) The Company shall take all Necessary Action to cause the individuals designated in accordance with Sections 6(b) and 6(c) to be elected to the terms Board, including without limitation soliciting proxies in favor thereof shall instead if proxies are solicited for the election of Directors and, in connection with each meeting of the Stockholders at which directors of the Company are to be voted upon elected and any action by written consent to elect Directors, recommending that the Stockholders elect to the Board each such individual. (e) At each election of Directors held after the date hereof (or each written consent in lieu thereof), each Holder (except as provided in Section 6(i)) agrees to vote all the Holders shares of Voting Stock of the Company entitled to vote thereon in the election of Directors owned or held of record by such Holder, and to take any other Necessary Actions, to elect (or to execute such written consent consenting to the election of) the individuals designated in accordance withwith Sections 6(b) and 6(c) as Directors. The voting agreements contained in this Section 6 are coupled with an interest and may not be revoked or amended except as set forth in this Agreement. (f) If Highbridge or ▇▇▇▇▇▇ provides written notice to each other Holder entitled to vote in the election of Directors indicating that Highbridge or ▇▇▇▇▇▇, as applicable, desires to remove a Director previously designated by such Person pursuant to Section 6(b) or 6(c), then such Director shall be removed, and each Holder (except as provided in Section 6(i)) hereby agrees to vote all shares of Voting Stock of the Company owned or held of record by such Holder to effect such removal. Notwithstanding the foregoing, no Director designated by Highbridge shall be removed, with or without cause, without the prior written consent of Highbridge, and no Director designated by ▇▇▇▇▇▇ shall be removed, with or without cause, without the prior written consent of ▇▇▇▇▇▇. (g) If a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal (with or without cause) of a Director designated pursuant toto Section 6(b) or 6(c), the Restated Certificate. For purposes Person who previously designated such Director shall be entitled to designate a replacement Director to fill such vacancy, and each Holder (except as provided in Section 6(i)) then entitled to vote in the election of Directors hereby agrees to vote all shares of Voting Stock of the Company owned or held of record by it for the individual designated to fill such vacancy by Highbridge or ▇▇▇▇▇▇, as applicable; provided, that such designee may not previously have been a Director who was removed for cause. (h) Notwithstanding the foregoing, this Section 6 confers upon Highbridge and ▇▇▇▇▇▇ the right, but not the obligation, to designate Directors, and Highbridge or ▇▇▇▇▇▇ may, at its option, elect not to exercise any such right to designate Directors; provided that no election by Highbridge or ▇▇▇▇▇▇ to refrain from exercising any such right shall in any way affect such right or any Holder’s obligations under this Agreement. (i) Notwithstanding anything herein to the contrary, an individualthe requirements to vote shares of Voting Stock of the Company contained in this Section 6 shall not apply to Oso + Toro Multi Strategy Fund Series Interests of the SALI Multi-Series Fund II 3(c)(1), firmL.P., corporationOso + Toro Multi Strategy Fund (Tax Exempt) Segregated Portfolio of SALI Multi-Series Fund SPC, partnership, association, limited liability company, trust Ltd. or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Persontheir Affiliates.

Board Composition. Each Holder agrees Unless otherwise agreed to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5Clermont, the following persons Board shall be elected to the Boardcomprise a maximum of 8 (eight) Directors as follows: (a) As Clermont shall have the Series A Director, one person designated from time right to time by a majority of nominate up to 3 (three) individuals as its nominee Directors on the holders of Series A Preferred Stock Board (the “Series A Designee”Clermont Directors), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As Arpwood shall have the Common Stock Directorright to nominate 1 (one) individual as its nominee Director on the Board (Arpwood Directors) as long as the Arpwood Consortium holds more than 2,90,00,000 Equity Shares; (c) up to 2 (two) independent Directors, one person designated from time of which, Clermont and Arpwood shall have the right to time by a majority of recommend 1 (one) and 1 (one) individual, respectively, to the holders of Common Stock (Board to consider for appointment, subject to and in accordance with Applicable Law. Provided, that, Parties shall take all such steps within their power, to ensure that the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇individuals so recommended to the Board are appointed; and (cd) where the Arpwood Consortium holds more than 5,80,00,000 Equity Shares, 1 (one) individual who is nominated by Arpwood; or (ii) in any other case, an Independent director. The Company’s Chief Executive OfficerParties agree and acknowledge that, who as Malabar may, by written notice to the Board from time to time, appoint one observer to the Board (the Malabar Observer), and Malabar shall, and shall cause the Malabar Observer to keep confidential all information relating to the Company including but not limited to the financial condition, business, operations or prospects of the date Company or any of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. its Subsidiaries, received by Malabar or furnished to the Malabar Observer, subject to the exceptions provided in Clause 10.3. The Malabar Observer shall have the right to attend all meetings of the Board, Audit Committee and Business Review Committee (BRC) constituted by the “CEO Director”), provided that if for any reason the CEO Director shall cease Board pursuant to serve as the Chief Executive Officer Clause 5 (Management of the Company, each of ). The Malabar Observer must be given (at the Holders shall promptly vote their respective Shares (i) to remove same time and in the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company same form as the new CEO Director. To the extent that any Directors) notice of clauses (a) through (c) above shall not be applicable, any member all meetings of the Board who would otherwise have been designated and any such committee and all agendas, minutes and other papers relating to those meetings. However, it is clarified that the Malabar Observer shall not in accordance with the terms thereof shall instead any circumstance vote on any matter or be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or counted towards quorum for any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personmeeting.

Board Composition. Each Holder agrees to vote, or cause From and after the date hereof and until the provisions of this ‎Section 1 cease to be votedeffective or are amended in accordance with the provisions of ‎Section 9 hereof, each holder of Stockholder Shares shall vote all Shares owned by of the securities of the Company that such Holderholder beneficially owns (as such term is defined in SEC Rule 13d-3) and shall take all other necessary or desirable actions within his, her or over which such Holder has voting its control, whether in his, her or its capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings (and shall refrain from time taking any action the purpose of which is to time frustrate the purposes of this Section 1A), and at the Company shall take all timesnecessary or desirable actions within its control, in whatever manner as including calling special board and stockholder meetings, so that: (i) the authorized number of directors shall be necessary to ensure that established and maintained at each annual or special meeting seven (7), with six (6) directors elected by the holders of stockholders at which an election of directors is held or pursuant to any written consent a majority of the stockholdersissued and outstanding Common Stock, subject to Section 5voting as a separate class (each, a "Common Director") and one (1) director elected by the holders of a majority of the issued and outstanding shares of Series A convertible preferred stock of the Company (the "Series A Preferred Stock"), voting as a separate class on an as-converted basis; (ii) the following five (5) persons shall be nominated and elected to the BoardBoard as Common Directors: (a) As the Series A Directortwo (2) representatives designated by NRV (each, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the an “Series A NRV Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual who initially shall initially be W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and R▇▇▇▇ ▇▇▇▇; (b) two (2) representatives designated by the Majority A▇▇▇▇▇ Stockholders (each, an “A▇▇▇▇▇ Designee”), who initially shall be D▇. ▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇ and Dr. J▇▇ ▇▇▇▇▇▇▇▇▇New; and (c) The Company’s Chief Executive Officerone (1) independent representative designated by the Board (the "Neurotrope Designee"), who which designee has not been determined as of the date of this Agreement is ▇▇▇▇Agreement; and (iii) subject to the provisions of applicable law, no NRV Designee, A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director Designee or Neurotrope Designee shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company be removed from the Board if unless such person has not resigned as a member of removal is requested in writing by the Board; and (ii) to elect party that designated such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Persondesignee.

Board Composition. Each Key Holder agrees to vote, or cause to be voted, all Shares owned by such Key Holder, or over which such Key Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, stockholders the following persons shall be elected to the Board: (a) As the Series A Director, one person Two persons designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”)Investor, for so long as 1,000,000 share the Investor and its Affiliates (as defined below) continue to own beneficially the Convertible Note or any other securities of Series A Preferred Stock are outstandingthe Company, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual individuals shall initially be D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and J▇▇▇▇ ▇. ▇▇▇▇▇▇;. (b) As If at any time and from time to time an Event of Default (as defined in the Common Stock DirectorConvertible Notes) occurs and is continuing, one person for such period of time, in addition to the two persons elected pursuant to Subsection 1.2(a) above, the addition of three persons designated from time to time by a majority the Investor (such that, for the avoidance of doubt, all directors shall be designated by the Investor), for so long as the Investor and its Affiliates (as defined below) continue to own beneficially the Convertible Note or any other securities of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andCompany. (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through and (cb) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. Certificate of Incorporation of the Company. (d) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. (a) For so long as the Bioverda Parties and their Affiliates own beneficially Shares representing not less than 33.5% of the outstanding Common Stock of the Company, the Bioverda Parties shall have a right to designate four individuals to be nominated by the board of directors of the Company for election as directors of the Company (the "Bioverda Nominees"). (b) For so long as Wilon Holdings S.A. and its Affiliates own beneficially Shares representing not less than 2.5% of the outstanding Common Stock of the Company, Wilon Holdings S.A. shall have a right to designate one individual to be nominated by the board of directors of the Company for election as a director of the Company (the "Wilon Nominee"). (c) During the applicable periods described in paragraphs (a) and (b), the Company shall cause each of the Bioverda Nominees and the Wilon Nominee (collectively, the "Nominees") to be nominated for election as directors of the Company at each meeting of shareholders at which an election of directors is held; and shall solicit proxies for the election of the Nominees at all such meetings, recommend that the shareholders of the Company vote for the election of each such Nominee to the board of directors, and include such information about the Nominees in the Company's proxy statement and other solicitation materials relating to the election of directors as is required under the Exchange Act and Applicable Law. (d) At the request of the Party entitled to designate a Nominee under this Section 3, the Company shall call a special meeting of shareholders for the purpose of electing directors, including to fill a vacancy on the board created by the resignation, removal or death of a Nominee who previously had been elected as a director. (e) Each Holder Shareholder agrees to vote, or cause to be voted, all Shares owned by such Holderhim, her or it, or over which such Holder he, she or it has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that favor of the Nominees at each annual or special meeting of stockholders shareholders at which an election of directors is held or pursuant held, and otherwise to any written consent take all Necessary Action to cause the board of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer directors of the Company from the Board if such person has not resigned as a member to be comprised of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonNominees.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one One person designated from time to time by a majority of the holders of Series A Preferred Stock Bay City Capital Fund V, L.P. or its Affiliates (the “Series A Bay City Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; Bay City Capital or its Affiliates owns at least five percent (b5%) As the Common Stock Director, one person designated from time to time by a majority of the holders of Company’s outstanding Common Stock (the “Common Stock Designees”)Stock, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and▇▇. (cb) The Company’s Chief Executive OfficerTwo individuals designated by ThermoGenesis (the “ThermoGenesis Designees”), who as of the date of this Agreement is which individuals shall initially be ▇▇▇▇▇ ▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. ; provided, however, that ThermoGenesis shall be entitled to designate only one ThermoGenesis Designee from and after such time as ThermoGenesis, together with its Affiliates, ceases to own at least thirty percent (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer 30%) of the Company, each of the Holders shall promptly vote their respective Shares ’s Common Stock (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Directoron an as-converted basis). To the extent that any of clauses (a) through and (cb) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateCertificate of Incorporation of the Company, as may be amended, restated or otherwise modified from time to time (the “Certificate of Incorporation”). For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.