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 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 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 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 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 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. 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 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 (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 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 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: (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 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 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 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 (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 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 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 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 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 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 Effective as of the Subsidiary Merger Effective Time (as defined herein), and notwithstanding any other provision of these Bylaws that may be to votethe contrary, or cause the Board of Directors of the Corporation shall be comprised of 16 Directors, of which eight shall be members of the Board of Directors of the Corporation prior to the Subsidiary Merger Effective Time, and eight shall be votedmembers of the Board of Directors of FVCBankcorp, all Shares owned by such HolderInc. (“FVCB”) prior to the Subsidiary Merger Effective Time. For the purposes of these Bylaws, or over which such Holder has voting controlthe term “Subsidiary Merger Effective Time” shall have the same meaning as defined in the Agreement and Plan of Reorganization, dated as of July 14, 2021, between Blue Ridge Bankshares, Inc., the Corporation’s parent company, and FVCB, as the same may be amended from time to time and at all times, in whatever manner as (the “Merger Agreement”). Until the date of the Corporation’s 2024 annual meeting of shareholders (the “Expiration Date”): no vacancy on the Board created by the cessation of service of a director shall be necessary filled by the Board of Directors and the Board of Directors shall not nominate any individual to ensure that at each annual or special meeting of stockholders at which fill such vacancy, unless (x) such individual would be an election of directors is held or pursuant to any written consent independent director of the stockholdersCorporation (unless such predecessor director was not an independent director), subject to Section 5, (y) in the following persons shall be elected to case of a vacancy created by the Board: (a) As the Series A cessation of service of a Continuing BRBS Director, one person designated from time to time by not less than a majority of the holders Continuing BRBS Directors have approved the appointment or nomination (as applicable) of Series A Preferred Stock the individual appointed or nominated (as applicable) to fill such vacancy, and (z) in the “Series A Designee”), for so long as 1,000,000 share case of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and a vacancy created by the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock cessation of service of a Continuing FVCB Director, one person designated from time to time by not less than a majority of the holders of Common Stock Continuing FVCB Directors have approved the appointment or nomination (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (cas applicable) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. individual appointed or nominated (the “CEO Director”), as applicable) to fill such vacancy; provided that if for any reason the CEO Director such appointment or nomination pursuant to clause (y) or (z) 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 made in accordance with the terms thereof shall instead be voted upon by Corporation’s corporate governance guidelines and all the Holders of the Company entitled to vote thereon in accordance with, applicable laws 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 Personregulations.

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 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 agrees For as long as the OEP Stockholders in the aggregate continue to voteBeneficially Own at least ten percent (10%) of the Shares issued to the Initial OEP Stockholders on the Effective Date pursuant to the Merger 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 board of directors of the Company (the “Board of Directors”) 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 authorized number of directors on the Series A DirectorBoard of Directors shall be established and remain at nine (9) or such other number approved by the Board of Directors, one person designated from time to time by including the approval of a majority of the holders Independent Directors. (ii) The OEP Stockholders holding an OEP Majority Interest shall have the right (but not the obligation) to designate as Directors, and the individuals nominated for election as Directors by or at the direction of Series A Preferred Stock the Board or a duly-authorized committee thereof shall include, five (5) designees of the OEP Stockholders (the “Series A DesigneeInvestor Designees”), for so long at least two (2) of whom must, in the good faith determination of the Nominating and Corporate Governance Committee, qualify as 1,000,000 share Independent Directors; provided, that (A) from and after the first time that the OEP Stockholders in the aggregate Beneficially Own less than eighty percent (80%) of Series A Preferred Stock are outstandingthe Shares issued to the Initial OEP Stockholders on the Effective Date pursuant to the Merger Agreement, which the number is subject of Investor Designees to appropriate adjustment for be designated by the OEP Majority Interest (on behalf of the OEP Stockholders) shall be reduced to four (4) Directors, at least one (1) of whom must, in the good faith determination of the Nominating and Corporate Governance Committee, qualify as an Independent Director; (B) from and after the first time that the OEP Stockholders in the aggregate Beneficially Own less than seventy percent (70%) of the Shares issued to the Initial OEP Stockholders on the Effective Date pursuant to the Merger Agreement, the number of Investor Designees to be designated by the OEP Majority Interest (on behalf of the OEP Stockholders) shall be reduced to three (3) Directors, at least one (1) of whom must, in the good faith determination of the Nominating and Corporate Governance Committee, qualify as an Independent Director; (C) from and after the first time that the OEP Stockholders in the aggregate Beneficially Own less than fifty percent (50%) of the Shares issued to the Initial OEP Stockholders on the Effective Date pursuant to the Merger Agreement, the number of Investor Designees to be designated by the OEP Majority Interest (on behalf of the OEP Stockholders) shall be reduced to two (2) Directors, neither of whom must qualify as an Independent Director; (D) from and after the first time that the OEP Stockholders in the aggregate Beneficially Own less than thirty percent (30%) of the Shares issued to the Initial OEP Stockholders on the Effective Date pursuant to the Merger Agreement, the number of Investor Designees to be designated by the OEP Majority Interest (on behalf of the OEP Stockholders) shall be reduced to one (1) Director, who need not qualify as an Independent Director; and (E) from and after the first time that the OEP Stockholders in the aggregate Beneficially Own less than ten percent (10%) of the Shares issued to the Initial OEP Stockholders on the Effective Date pursuant to the Merger Agreement, the OEP Stockholders shall have no right to designate any stock splitsmembers of the Board of Directors. (iii) The Nominating and Corporate Governance Committee shall designate as Directors (A) the Company’s then serving Chief Executive Officer (the “CEO Director”), stock dividends, combinations, recapitalizations and the like, which individual who initially 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 (iiB) to elect such person’s replacement additional number of designees as Chief Executive Officer constitutes the full Board 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 PersonDirectors.

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 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 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 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 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 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 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 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 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 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 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. (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 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 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 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 (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 (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 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 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 (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 votevote all of his, her or cause to be voted, all its Shares owned by such Holder, or having voting power (and any other Shares over which such Holder has he, she or it exercises 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 connection with the election of directors is held or pursuant Directors and to any written consent of the stockholderstake such other actions as are necessary so as to, subject to this Section 56.1, fix the following persons shall be elected number of Directors at seven (7) and to elect and continue in office as Directors the Boardfollowing: (a) As the Series A DirectorFor so long as ARCH holds any Shares, one person designated from time to time by a majority of the holders of Series A Preferred Stock (1) Person (the “Series A DesigneeARCH Nominee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding) nominated by ARCH, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual ARCH Nominee shall initially be ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇; (b) For so long as Razor’s Edge holds any Shares, one (1) Person (the “Razor’s Edge Nominee”) nominated by Razor’s Edge, which Razor’s Edge Nominee shall initially be ▇▇▇▇ ▇▇▇▇▇; (c) For so long as Northpond holds any Shares, one (1) Person (the “Northpond Nominee,” and, collectively with the ARCH Nominee and the Razor’s Edge Nominee, the “Preferred Directors”) nominated by Northpond, which Northpond Nominee shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇; (d) One (1) Person (the “Founder Nominee”) nominated by the Founders holding a majority of vested shares of Common Stock held by the Founders voting together as a single class, which Founder Nominee shall initially be J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (be) As One (1) Person (the “Founder Independent Nominee”), who shall be an outside independent director with industry expertise, to be nominated by the Founders holding a majority of vested shares of Common Stock Director, one person designated from time to time held by the Founders and agreed upon by a majority of the holders of Common Stock (other Directors, including all the “Common Stock Designees”)Preferred Directors, which individual Founder Independent Nominee shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and; (cf) The Company’s Chief Executive OfficerOne (1) Person (the “Preferred Independent Nominee”, collectively with the Founder Independent Nominee, the “Independent Nominees”), who shall be an outside independent director with industry expertise, to be nominated by the holders of a majority of shares of Series C Preferred Stock and Series D Preferred Stock, voting together as a single class, and agreed upon by a majority of the date of this Agreement is ▇▇other Directors, including all the Preferred Directors, which Preferred Independent Nominee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; and (g) The chief executive officer of the Company then-in-office, 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 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 chief executive officer of the Company from the Board of Directors if such person has not resigned as a member of the BoardBoard of Directors; and (ii) to elect such person’s replacement as Chief Executive Officer 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 pursu­ant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: : (a) As the The Series A B 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 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, for so long as any shares of Series B Preferred are outstanding. (b) Of the four remaining Board positions, beginning thirty (30) days after the closing of the Purchase Agreement, at least two of the persons appointed to such positions will meet the requirements of an “independent director” in accordance with the NASDAQ Global Market’s requirements for independent director. One of those “independent directors” will initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇. Until the other initial “independent director” is selected, ▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director ▇. ▇▇▇▇▇▇ shall cease to serve as the Chief Executive Officer fifth director, and he agrees to resign when the second initial “independent director” is selected. The holders of Common Stock and the then-outstanding Series B Preferred Stock, voting together as a single class on an as-if-converted to Common Stock basis, shall be entitled to elect such four members of the Board at each meeting or pursuant to each consent of the Company, each ’s stockholders for the election 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 Directordirectors. To the extent that any either of clauses (a) through (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 articles of incorporation. 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 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 necessary, to fix the number of directors of the Company at seven or at such other number as may be specified by the Board, with the consent of the holders of a majority of the shares of Series D Preferred Stock, and 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 Arrow, LLC (“Arrow”) owns shares of Series A Preferred Stock are outstandingStock, which number is subject to appropriate adjustment for any stock splitstwo (2) individuals designated by Arrow, 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (cb) The Company’s Chief Executive OfficerSo long as Associated Private Equity LLC (“Associated”) owns shares of Preferred Stock, one (1) individual designated by Associated, who as of the date of this Agreement is ▇▇▇▇▇shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. . (c) Further, so long as Arrow owns shares of Preferred Stock, Arrow shall have the exclusive right, as among the holders of the Preferred Stock, to nominate the three (3) candidates for election to the Board by the holders of shares of Common Stock, voting as a separate class, as specified in the Series A Certificate (the “CEO Common Directors”), and one (1) candidate for election to the Board by the holders of shares of Common Stock and of all classes and series of voting stock, voting together as a single class, as specified in the Series A Certificate (the “Joint Director”), provided that if for any reason . Arrow agrees to nominate the CEO Director shall cease Company’s chief executive officer and at least one candidate who would be deemed to serve as the Chief Executive Officer be an “independent director” under Rule 303A.02 of the CompanyNYSE Listed Company Manual or NASDAQ Marketplace Rule 4200a(15) for election as Common Directors. From and after the Closing, each Investor agrees to vote, or cause to be voted, all Shares owned by such Investor, or over which such Investor has voting control, from time to time and at all times, in favor of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer election of the Company from the Board if such person has not resigned as a member of the Board; Common Directors and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO DirectorJoint Director nominated by Arrow. 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 Series A Preferred Stock entitled to vote thereon in accordance with, and pursuant to, the Restated Series A Certificate. The nomination rights and voting agreement set forth in clause (c) above constitute an agreement among the Investors only, and shall in no way alter or limit the rights of any holder of Common Stock (other than with respect to such holder’s Shares) to nominate and/or vote for candidates of their own choosing for election to the Board in accordance with the Company’s By-Laws and the Delaware General Corporation Law. 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(a) In any and all elections of members of the Board, each Stockholder shall vote or cause to be voted, voted all Shares owned by such Holderit, or over which such Holder it has voting control, from time and otherwise use its respective best efforts, so as to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting fix the number of stockholders at which an election of directors is held or pursuant to any written consent members of the stockholdersBoard at nine (9) and, subject to Section 5the provisions of paragraph (b) below, the following persons shall be elected to the Boardelect: (ai) As three (3) members of the Series A DirectorBoard designated by MTG, one person designated from time of whom shall continue to time by serve as a majority Co-Chairman of the holders of Series A Preferred Stock (the “Series A Designee”), Board for so long as 1,000,000 share MTG has the right under paragraph (b) below to designate at least one (1) member 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 ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Board; (bii) As three (3) members of the Common Stock DirectorBoard designated by Telcrest, one person designated from time to time by a majority of whom, initially, shall be the current Co-Chairman of the holders of Common Stock Board designated by Alfa (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 continue to serve as the Chief Executive Officer Co-Chairman of the CompanyBoard for so long as he continues in the sole discretion of Telcrest to be a Director) and thereafter, each subject to the following provisos, one of whom shall continue to serve as a Co-Chairman of the Holders shall promptly vote their respective Shares Board for so long as Telcrest has the right under paragraph (ib) below to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a designate at least one (1) member of the Board; provided that any future designee of Telcrest who is to serve as a Co-Chairman shall be a high profile Russian citizen with a good reputation within the business community in Russia as determined by Telcrest in its reasonable discretion; and (iii) three (3) additional members of the Board (the “Independent Directors”) designated by a simple majority of the entire Board as then constituted, each of whom shall be “independent” for audit committee purposes under the applicable rules and regulations of the Securities and Exchange Commission and the Marketplace Rules, and at least one of whom shall be a “Financial Expert” within the meaning of the applicable rules and regulations of the Securities and Exchange Commission and the Marketplace Rules. (b) Notwithstanding anything in paragraph (a) to the contrary, Telcrest shall not designate to the Board in accordance with paragraph (a) above any person who is, or who has been within the two year period prior to such designation, primarily engaged in the operations of RenTV, Channel 1, Channel 5 or the Video International business (it being understood that individuals who (i) have served only (and do not continue to serve) as non-employee consultants or advisors with respect to such businesses during the two year period prior to designation, and (ii) have not served as an employee or non-employee consultant or advisor to elect such person’s replacement as Chief Executive Officer of the Company as shall not be prohibited from being designated to the new CEO Director. To the extent that any of clauses (a) through Board). (c) above In addition to the rights of MTG and Telcrest to designate members of the Board pursuant to Section 1.1(a) hereof, any other Stockholder shall have the right to designate one or more members of the Board; provided that the right of any Stockholder to designate one or more members of the Board (including such rights of MTG and Telcrest provided pursuant to Section 1.1(a) hereof) shall be subject to adjustment if the percentage of Shares held by such Stockholder reaches, exceeds or falls below the following thresholds: (i) for so long as it holds at least twenty percent (20%) of the Shares then outstanding, such Stockholder shall have the right to designate three (3) members of the Board; (ii) for so long as it holds less than twenty percent (20%) but at least fifteen percent (15%) of the Shares then outstanding, such Stockholder shall have the right to designate two (2) members of the Board; (iii) for so long as it holds less than fifteen percent (15%) but more than ten percent (10%) of the Shares then outstanding, such Stockholder shall have the right to designate one (1) member of the Board; and (iv) for so long as it holds ten percent (10%) or less of the Shares then outstanding, such Stockholder shall not have a right hereunder to designate any member of the Board. (d) Notwithstanding the foregoing, in no event shall the aggregate number of members of the Board to be designated by the Stockholders pursuant to the provisions hereof exceed six (6). In the event that, pursuant to the provisions of paragraph (c), the Stockholders would have or acquire rights to designate, in the aggregate, more than six (6) members of the Board, then such rights of designation shall only be exercisable in respect of a total of six (6) members of the Board, with such rights apportioned among the Stockholders in order of priority reflecting the date on which each such Stockholder initially attained the ownership of Shares in an amount sufficient to afford such Stockholder the right to designate one or more members of the Board under this Agreement. For purposes of the prior sentence, Telcrest shall be deemed to have acquired its shares prior to any other Stockholder other than MTG. (e) In the event that the ownership of Shares held by a Stockholder shall fall below a threshold set out in paragraph (c) above, such Stockholder shall cause one or more members of the Board designated by such Stockholder to resign such that, following such resignations, such Stockholder shall have the appropriate level of representation on the Board given its then current ownership of Shares. The vacancy or vacancies created by such resignations shall be filled by a designee of the next Stockholder or Stockholders entitled to designate one or more members of the Board in accordance with paragraph (c) above, if any. If there is no other such Stockholder and the Stockholders collectively shall have the right to designate fewer than four (4) members of the Board in accordance with paragraph (c) above, the vacancy or vacancies (in the event of a resignation) or other nominees for election (in the event of an election at an annual meeting) shall be filled by one or more additional members of the Board designated by a simple majority of the entire Board as then constituted such that the Board would, following the election of such additional members, comprise not more than seven (7) individuals; provided that such designee(s) shall not be applicablean officer, director or employee of any Stockholder or any Affiliate of a Stockholder or beneficially own, directly or indirectly, five percent (5%) or more of the outstanding capital stock of any such Person. (f) The Stockholders shall not vote to remove any member of the Board who would otherwise unless the Stockholders are instructed by the Stockholder that designated such Director to remove such Director. (g) Except as provided in paragraph (f) above, the designating Stockholder shall have been designated in accordance with the terms thereof shall instead be voted upon exclusive right to appoint its designee(s) and to remove its designee(s), as well as the exclusive right to fill vacancies created by all the Holders reason of the death, removal or resignation thereof between annual meetings of stockholders (other than any resignation required by paragraph (e) above). (h) If members of the Board are to be elected at a meeting of stockholders, the Company entitled shall provide the Stockholders with at least fifteen (15) Business Days’ prior written notice of any intended mailing of a notice to vote thereon stockholders for a meeting at which members of the Board are to be elected. Each Stockholder that has a right to designate a member or members of the Board hereunder for election at such meeting of stockholders shall give written notice to the Company and the other Stockholders, no later than ten (10) Business Days after such Company notice, of the person(s) designated by it pursuant to paragraphs (a) and (c) above as nominee(s) for election as member(s) of the Board. The Company agrees that it will, to the extent permitted by applicable laws and the Marketplace Rules as in accordance witheffect from time to time, nominate and recommend for election as members of the Board, and each of the Stockholders agrees to cause its designees on the Board to cause the nomination of, only the individuals designated, or to be designated, pursuant toto paragraphs (a) and (c) above and this paragraph (h). If any Stockholder that has a right to designate a member or members of the Board shall fail to give notice to the Company as provided above, the Restated Certificate. designees of such Stockholder(s) then serving as member(s) of the Board shall be deemed to be the designee(s) for re-election. (i) For purposes of this AgreementSection 1.1, an individualin determining the number of Shares held by a Stockholder, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) only Shares outstanding shall be deemed an “Affiliate” included and any Share Equivalent that has not then been exercised, converted or exchanged shall be excluded regardless of another Person who, directly or indirectly, controls, is controlled by or is the application of the beneficial ownership rules of Rule 13d-3 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 PersonExchange Act.

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 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 of its Common Stock, Investor Shares owned by such Holder, or 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) subject to the limitations contained in Section 2(a)(vi), there shall be elected to the Board: (a) As Board such number of representatives designated by Required Investor Approval as are necessary to result in the Series A Director, one person designated from time to time percentage representation by a majority Investor Designees on the Board equaling at least the Institutional Investors' percentage ownership of outstanding Common Stock of the holders Company arising out of their record ownership of (x) Preferred Shares (assuming the conversion of all outstanding shares of Series A B Preferred and Series C Preferred) and (y) shares of Common Stock (that have been issued on conversion of shares of Series B Preferred and Series C Preferred; provided, subject to the “Series A Designee”limitations contained in Section 2(a)(vi), for so long as 1,000,000 share in no event shall the initial number of Series A Preferred Stock are outstanding, which number is subject Investor Designees to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially Board be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇less than two (2); (bii) As the Common Stock Director, one person designated from time to time by a majority governing body 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 each of the Company, 's Subsidiaries (each a "Sub Board") shall have at least one Investor Designee; (iii) 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; (iiv) 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; (v) 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; (vi) notwithstanding the provisions of Section 2(a)(i), the number of Investor Designees on the Board shall not exceed the whole number obtained by multiplying (A) the Institutional Investors' percentage ownership of outstanding Common Stock of the Company arising out of their record ownership of (x) Preferred Shares (assuming the conversion of all outstanding Series B Preferred and Series C Preferred) and (y) shares of Common Stock that have been issued on conversion of shares of Series B Preferred and Series C Preferred by (B) the total number of directors on the Board (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 (vii) in no event shall the number of directors on the Board be less than seven (7). (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 as Chief Executive Officer any other meetings at the request of the any Company as the new CEO Director. To the extent that or 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.its

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 Boston Seed Capital II, LP (“BSC II”) who shall be 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. (b) One (1) person designated by the holders of a majority of the outstanding shares of Common Stock, which individual shall initially be Will Sacks. (c) The Company’s One (1) person who shall be the Chief Executive Officer, who as Officer of the date of this Agreement is ▇▇▇▇▇▇Company, which individual shall initially be ▇▇▇ ▇▇▇▇▇▇▇▇▇. (d) One (1) outside independent person designated by a majority of the Directors on the Board of Directors at the time of such nomination, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if ▇. The remaining Board seat shall remain vacant for any reason the CEO Director shall cease a designee to serve be appointed in a future financing or 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 otherwise appointed by the Board if such person has not resigned as a member of pursuant to the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO DirectorBylaws. 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 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 Subject to Section 4.01(d), the Series A initial Board shall be comprised of five (5) directors (each such director of the Board, a “Director”), as follows: (i) one (1) Director shall be designated by Highbridge; (ii) one (1) Director shall be designated by Whitebox; (iii) one (1) Director shall be designated by SGF; (iv) one (1) Director, who shall be an Independent Director, shall be designated by mutual agreement of Corre and WFF (together with Highbridge, Whitebox and SGF, the “Designating Stockholders”); and (v) one person designated (1) Director shall be the President and Chief Executive Officer of the Company (the “CEO Director”). Following the date hereof, the number of Directors shall be fixed from time to time by the Board as provided for in the Charter and Bylaws. Corre and WFF, acting jointly, shall be considered a majority single Designating Stockholder for purposes of those provisions of this Article IV that provide for action by a single Designating Stockholder. (b) To the holders of Series A Preferred Stock extent that a Designating Stockholder continues to hold the Minimum Designation Threshold but otherwise fails to designate a Director, such Board seat shall remain vacant until the Designating Stockholder designates an individual for election as a Director or falls below the Minimum Designation Threshold (as defined below). (c) Notwithstanding anything to the contrary herein, the right to designate Directors pursuant to this Section 4.01 (the “Series A DesigneeBoard Designation Rights”) is personal to each Designating Stockholder to whom such rights have been granted, and such rights shall not be Transferable, except in connection with a Transfer, at its election and in its sole discretion (in any one transaction or series of related transactions), by Highbridge, Whitebox or SGF of Shares held by such party to any Transferee, which Transfer represents not less than fifty and one tenth percent (50.1%) in the aggregate of the total number of Shares initially held by such party (as set forth on Schedule A) as of the date hereof. (d) Notwithstanding anything to the contrary herein: (i) if Highbridge ceases to hold at least ten percent (10.0%) of the issued and outstanding Shares (the “Minimum Designation Threshold”), Highbridge shall lose its Board Designation Right and shall no longer be entitled to designate an individual for election as a Director to the Board (for the avoidance of doubt, Highbridge shall continue to hold all other rights granted to Stockholders pursuant to this Agreement for so long as 1,000,000 share it holds any Shares); provided, however, that for the avoidance of Series A Preferred Stock are outstandingdoubt, which number is subject Highbridge shall not be entitled to appropriate adjustment for aggregate its Shares with any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Transferee of its Shares; (bii) As if Whitebox ceases to hold the Common Stock Minimum Designation Threshold, Whitebox shall lose its Board Designation Right and shall no longer be entitled to designate an individual for election as a Director to the Board (for the avoidance of doubt, Whitebox shall continue to hold all other rights granted to Stockholders pursuant to this Agreement for so long as it holds any Shares); provided, however, that for the avoidance of doubt, Whitebox shall not be entitled to aggregate its Shares with any Transferee of its Shares; (iii) if SGF ceases to hold the Minimum Designation Threshold, SGF shall lose its Board Designation Right and shall no longer be entitled to designate an individual for election as a Director to the Board (for the avoidance of doubt, SGF shall continue to hold all other rights granted to Stockholders pursuant to this Agreement for so long as it holds any Shares); provided, however, that for the avoidance of doubt, SGF shall not be entitled to aggregate its Shares with any Transferee of its Shares; (iv) if Corre and WFF ceases to hold, in the aggregate, the Minimum Designation Threshold, Corre and WFF shall lose their Board Designation Right and shall no longer be entitled to designate an individual for election as the Independent Director (for the avoidance of doubt, Corre and WFF shall continue to hold all other rights granted to Stockholders pursuant to this Agreement for so long as such Party holds any Shares); provided, however, that for the avoidance of doubt, Corre and WFF shall not be entitled to aggregate their Shares with any Transferee of its Shares (other than Corre or WFF); (v) if for any reason the individual serving as CEO Director shall cease to serve as the President and Chief Executive Officer, (i) if such individual does not concurrently resign as the CEO Director, one person each Stockholder shall, promptly following the written request of the Company or Stockholders collectively holding more than ten percent (10%) of the then-outstanding Shares, vote all of its Shares to promptly remove such individual as the CEO Director and (ii) upon the election of a successor President and Chief Executive Officer, such successor shall be elected as the CEO Director without any further action by the Stockholders. (e) The names of each Director and the Designating Stockholder, if any, who designated such Director shall be set forth on Schedule B and the Company may amend Schedule B from time to time by a majority without the consent of the holders Board or any Stockholder (and shall promptly provide a copy of Common Stock (the “Common Stock Designees”)such amended Schedule B to all parties hereto) to reflect any resignation, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andretirement, removal, replacement or designation of any Director that has been effected pursuant to this Agreement. (cf) The Company’s For so long as he is the President and Chief Executive Officer, who as Officer of the date of this Agreement is ▇▇▇Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be Chairperson of the Board until the 2018 annual stockholders meeting, at which time the Board will either reelect ▇▇. ▇▇▇▇▇▇▇▇▇▇ 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 Chairperson or elect a member new Chairperson 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 The Board or designated committee thereof shall nominate or cause to be nominated individuals to serve as directors in accordance with the designations in this Section 4.2. In addition, each Holder agrees to vote, or cause to be voted, or execute one or more written consents representing, all Shares owned of record or beneficially by such Holder, or otherwise over which such Holder has voting controlauthority, from time and take, or cause to time and at be taken, all timesother Necessary Action, 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 in each case that includes as a matter to be acted upon by the stockholders the election of directors (including, without limitation, the filling of a vacancy existing on the Board), or following the designation of any individual to serve as the Non-Onex Designee in accordance with Section 54.5, the following persons shall be elected to the Board: (a) As For so long as the Series A DirectorOnex Stockholders continue to own beneficially at least ten percent (10%) of the then outstanding Shares, one person (1) individual designated from time to time by a majority of the holders of Series A Preferred Stock Onex Stockholders (the “Series A Non-Independent Onex 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 likewho need not be an Independent Director, which individual shall initially be ▇▇. ▇ ▇▇▇▇▇▇▇▇▇; (b) For so long as the Onex Stockholders continue to own beneficially at least twenty percent (20%) of the then outstanding Shares, one (1) additional individual designated by the Onex Stockholders (the “First Independent Onex Designee”), who shall be an Independent Director, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇; provided that to the extent ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ shall no longer be the CEO Director, the First Independent Onex Designee need not qualify as an Independent Director as defined herein; (bc) As For so long as the Common Stock DirectorOnex Stockholders continue to own beneficially at least thirty percent (30%) of the then outstanding Shares, one person (1) additional individual designated from time to time by a majority of the holders of Common Stock Onex Stockholders (the “Common Stock Second Independent Onex Designee” and together with the First Independent Onex Designee, the “Onex Independent Designees”), who shall be an Independent Director, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (d) For so long as the Onex Stockholders continue to own beneficially at least twenty percent (20%) of the then outstanding Shares, one (1) individual designated by the Non-Onex Holders in accordance with Section 4.5 (the “Non-Onex Designee”), who shall be an Independent Director, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇; and (ce) The Company’s then serving Chief Executive Officer, 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, the Company shall seek to obtain the immediate resignation of the CEO Director as a director of the Company contemporaneously with such CEO Director’s termination of service to the Company as its Chief Executive Officer. In the event such resignation is not effective within ten (10) days of such termination of service, the Company shall call a special meeting of stockholders or seek the written consents of stockholders, in each case to approve or consent to the removal of the CEO Director with or without cause. In connection with any such meeting or written consent, 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 previously resigned as a member of the Board; director and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. Any employment agreement between the Company and the Chief Executive Officer of the Company shall contain a requirement that the Chief Executive Officer of the Company resign as the CEO Director contemporaneous with termination of his service as the Chief Executive Officer of the Company. Notwithstanding anything to the contrary in the foregoing, an individual who formerly served as the CEO Director and/or Chief Executive Office of the Company may be nominated, designated, and/or elected as a director of the Company (other than the CEO Director) in accordance with this Section 4.2. To the extent that a Person or group ceases to have the right to designate a director pursuant to any of clauses (a) through (cd) above shall not be applicableabove, any the 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 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 ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (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 For so long as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, MDO Ventures JS LLC, and/or their Affiliates (collectively the “▇▇▇▇▇▇▇ Group”) hold at least ten percent (10%) of the Series Seed Preferred Stock which the ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Group (the “▇▇▇▇▇▇▇ Designee”) shall be elected to serve as the Series Seed Director, who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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. (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.

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. 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 initial Receiver Designees to be designated for election to the Series A Director, one person designated from time to time by a majority board of directors of the holders of Series A Preferred Stock (Corporation at the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock 2007 AGM shall be and 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 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 (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇and R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. (b) The initial L▇▇▇▇▇▇▇▇ M.D. Designees to be designated for election to the board of directors of the Corporation at the 2007 AGM shall be and are R▇▇▇▇▇▇ ▇▇▇▇▇▇ and D▇▇▇▇▇ ▇▇▇▇. (c) If at any time the board of directors of the Corporation deems it helpful or necessary to add one (1) additional member to the board of directors (a “CEO DirectorNew Board Member”)) then the board of directors may do so by an act of the board of directors. (d) The board of directors of the Corporation will solicit proxies of the Shareholders of the Corporation for the 2007 AGM as follows: (i) To elect the Receiver Designees. (ii) To elect the L▇▇▇▇▇▇▇▇ Designees. (iii) To elect Milos Djokovic and the New Board Member, if applicable, to the board of directors of the Corporation provided that if Milos Djokovic and the New Board Member, if applicable, or either of them shall not wish to stand for any reason election at the CEO Director shall cease to serve as 2007 AGM or in the event that Milos Djokovic is no longer the Chief Executive Officer of the CompanyCorporation, each the Board shall solicit proxies of the Holders shall promptly vote Shareholders of the Corporation to elect, as their respective Shares replacement or replacements, the person or persons, as the case may be, to be determined by the board of directors of the Corporation. (e) The above-mentioned recommendation by the board of directors of the Corporation will be presented to the shareholders of the Corporation as part of the management proxy circular to be circulated in connection with the 2007 AGM. Each of the Parties shall, at least one (1) week prior to the 2007 AGM, provide each other Party written confirmation of: (i) to remove the former Chief Executive Officer number of the Company from the Board if such person has not resigned as a member of the Boardshares they beneficially own; and (ii) the instructions they provided to elect the Corporation with respect to the voting of their shares. If any Party disputes the number of shares or the voting instructions, that Party shall provide written notice of such person’s replacement as Chief Executive Officer dispute to the other Party within 2 business days. Failure to provide such notice shall be considered a waiver of the Company as the new CEO Director. To the extent that any of clauses right to object or dispute such written confirmation(s). (af) through (c) above shall not be applicable, any member The right of the Board who would otherwise have been designated in accordance with Receiver to, pursuant to the terms thereof shall instead be voted upon by all of this Agreement, appoint two Receiver Nominees to the Holders board of directors of the Company entitled Corporation (and the covenant of the other Parties to vote thereon cause the Receiver Nominees to be appointed to the board of directors of the Corporation) shall cease upon the earlier of: (i) the 2008 AGM; or (ii) the date the Receiver, the Lancer Entities and the beneficial holders of the Lancer Entities cease to be the beneficial owner of at least 10% of the equity securities of the Corporation. For the avoidance of doubt, the provisions of this Section 6 shall in accordance withno way impact: (i) the rights granted to the Receiver and Lancer Entities in the Voting Rights Agreement dated July 15, 2004, by and between the Corporation, Lancer Offshore, Inc., Lancer Partners, L.P., Omnifund, Ltd., and pursuant toLSPV, LLC (the “Voting Rights Agreement”); or (ii) the rights and privileges of the Receiver as a shareholder of Zi, including those rights and privileges set forth in Section 4 of this Agreement. (g) The right of L▇▇▇▇▇▇▇▇ to appoint two L▇▇▇▇▇▇▇▇ Nominees to the board of directors of the Corporation (and the covenant of the other Parties to cause the L▇▇▇▇▇▇▇▇ Nominees to be appointed to the board of directors of the Corporation) shall cease upon the earlier of: (i) the 2008 AGM; or (ii) the date L▇▇▇▇▇▇▇▇ ceases to be the beneficial owner of 5% of the equity securities of the Corporation. (h) For the avoidance of doubt, the Restated CertificateParties agree that a Party’s right to designate a director nominee does not independently disqualify such director nominee from being considered “independent”. For the purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, the calculation of a “Person”) Party’s beneficial ownership shall be deemed made without giving effect to any option or warrant with an “Affiliate” exercise price per share of another Person whocommon stock greater than then five day, directly or indirectly, controls, is controlled by or is under volume weighted average trading price of the Corporation’s 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 Personstock.

Board Composition. Each For so long as the Investors or their Affiliates continue to hold at least fifty percent (50%) of the shares of Common Stock originally issued pursuant to the Purchase Agreement (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like), each Investor and Key Holder agrees to vote, or cause to be voted, all Shares shares of Common Stock and other Derivative Securities owned by such Investor or Key Holder, as the case may be, or over which such Investor or 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 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 person(s) shall be elected to the BoardBoard of Directors: (a) As (i) three (3) persons who shall be designated by the Series A DirectorInvestors and shall be reasonably satisfactory to the Board of Directors, one person of whom shall be 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 likeOriginal Shares, 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 ▇▇T▇▇ ▇▇▇▇▇▇▇▇▇; and , and one of whom shall be designated by Horizons (csuch two directors are referred to herein as “Investor Directors”) The Company’s Chief Executive Officer, and a third person who shall also be designated by Horizons but who shall not be designated as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. an Investor Director hereunder (the “CEO Additional Investor Director”), provided that if for any reason and (ii) four (4) persons who shall be designated by CDF (the CEO Director “CDF Directors”), one of whom shall cease to serve as initially be the current Chief Executive Officer of the Company. For the avoidance of doubt, 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 Additional Investor Director shall not be applicablecounted as an Investor Director for any purpose hereunder, 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 including for purposes of determining whether any approval has been obtained from an Investor Director under this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity Agreement (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, 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 Personlimitation Section 5.4).

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 Upon the Series A DirectorClosing, one person designated from time to time by a majority appropriate action shall be taken so that the Company's Board of Directors will consist of the holders of Series A Preferred Stock individuals identified in the memorandum dated October 10, 1997 from the Company to Purchaser (the “Series A Designee”"Board Memorandum"). If the number of authorized members of the Board is increased, for so long as 1,000,000 share 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 Independent Directors shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;proportionately increased. (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 For so long as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Independent 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 continues as a member of the Board; Board of Directors of the Company, the Company shall maintain in effect all (or implement equivalent) compensatory plans, programs and other benefits that are in effect immediately prior to the Closing for the benefit of non-employee directors of the Company, including without limitation, stock plans, expense reimbursement, indemnification agreements and liability insurance, and the Company shall continue to operate such plans, programs and benefits in a manner consistent with past practice. (c) At any meeting of stockholders of the Company at which the election of directors is submitted to a vote of the stockholders, Purchaser shall cause the Board of Directors of the Company to include on the slate of nominees for election those Independent Directors who are in the class whose term of office is then ending and shall recommend to the stockholders the election of such Independent Directors. In casting votes (or giving proxies) with respect to the election of any of the Independent Directors submitted for a vote of the stockholders of the Company, Purchaser shall vote (and Purchaser shall cause any Affiliate of Purchaser to vote) all shares held of record or beneficially owned by Purchaser or its Affiliates, respectively, in the same proportion as the votes cast in favor of or withheld from such nominees for Independent Directors by other holders of Common Stock of the Company. (d) In the event of any vacancy on the Board created as a result of the resignation, death, disability, removal or disqualification of any of the Independent Directors, an Independent Director Nominating Committee composed of the remaining Independent Directors, after consultation with the other directors, shall be entitled to select a nominee to complete the remaining term of the Independent Director whose position was vacated and either (i) such nominee shall be elected as an Independent Director by action of the full Board of Directors or (ii) to elect if such person’s replacement as Chief Executive Officer nominee is not so elected, the Board shall call a special meeting of stockholders of the Company as to consider and vote on the election of such nominee. In connection with such 21 election, Purchaser shall vote (and Purchaser shall cause any Affiliate of Purchaser to vote) with respect to the election of such 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 Independent Director in accordance with the terms thereof Section 8.1(c) hereof. Nothing contained herein shall instead be voted upon by all the Holders deemed to preclude or restrict any stockholder of the Company entitled who is not affiliated or associated with Purchaser from nominating a person for election to vote thereon the Board, in accordance withwith procedure set forth in the Company's By-Laws, 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, person so nominated who is then elected as a “Person”) director shall be deemed to be 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 PersonIndependent Director.

Board Composition. Each Key Holder hereby 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 during the term of this Agreement that at each (a) if any annual or special meeting of the Parent’s stockholders is held in order to elect directors to the Parent Board, to appear at such meeting or otherwise cause his, her or its shares of voting securities of the Parent, whether now owned or hereafter acquired (together, the “Shares”) to be counted as present thereat, and (b) to vote or to act by written consent with respect to (or cause to be voted or acted upon by written consent), (i) all Shares for which an the Key Holder is the record holder or beneficial owner at the time of such vote or action by written consent and (ii) all Shares as to which the Key Holder at the time of such vote or action by written consent has voting control, in each case (x) so that the Parent Board consists of the Director Group, and (y) withheld from the election of directors is held any person or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected nominated in opposition to the Board: (a) As the Series A DirectorDirector Group; provided, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”)however, for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment that if for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇reason ▇▇▇▇▇▇ ▇▇▇▇▇▇; (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 no longer the Chief Executive Officer of the CompanySurviving Corporation or no longer holds at least 2% of the of the outstanding Parent Common Stock on a fully-diluted basis, each of the Key Holders shall promptly vote their respective Shares (i) shares to remove the former Chief Executive Officer of the Company him from the Parent Board if such person he has not resigned as a member from such position. Neither the Key Holders, nor any of the Board; and (ii) officers, directors, stockholders, members, managers, partners, employees or agents of any Key Holder, makes any representation or warranty as to elect such person’s replacement as Chief Executive Officer the fitness or competence 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 Director Group to serve on the Parent Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders virtue of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes such party’s execution of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust Agreement 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 the act of such Person, party in designating or any venture capital fund voting for such person 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 Personpersons pursuant to this Agreement.

Board Composition. Each (i) The Company agrees that the 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 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 of the stockholdersnominate one director, 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 who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and ▇ (cthe “Nominee”) The to the Company’s Chief Executive Officer, who Board of Directors (the “Board”). The Company agrees (i) to expand the size of the Board from seven (7) directors to eight (8) directors and appoint the Nominee to the Board effective 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 Boardhereof; and (ii) to elect such person’s replacement include the Nominee as Chief Executive Officer a nominee to the Board on each slate 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 nominees for election of the Board who would included in any and all annual meeting proxy statements (or consent solicitations or equivalent documents) delivered by the Company to its stockholders; (iii) to recommend the election of the Nominee to the stockholders of the Company; and (iv) without limiting the foregoing, to otherwise have been designated use its reasonable best efforts to cause the Nominee to be elected to the Board in accordance with any and all circumstances, including providing at least as high a level of support for the election of such nominee as it provides to any other individual standing for election as a director. Until the Company’s satisfaction of its closing obligations under the Merger Agreement, the Company will not increase the size of the Board to be greater than eight (8) directors without the Holder’s prior written consent. (ii) The Company acknowledges and agrees that the Nominee will not be removed by the Company without cause without the Holder’s prior written consent. (iii) The Company acknowledges and agrees that the Nominee will be paid the same non-executive director compensation that the Company pays to its other non-executive directors. (iv) The parties acknowledge and agree that the Company’s satisfaction of its closing obligations under the Merger Agreement, even if they are in contravention of this Note, will not constitute a breach of this Section 7(f). In the event of any conflict between the terms thereof shall instead be voted upon by all of this Section 7(f) and the Holders Merger Agreement, the terms of the Company entitled Merger Agreement will control. (v) Notwithstanding anything in this Section 7(f) to vote thereon in accordance with, and pursuant tothe contrary, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or Company shall have the right to reject any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person appointment who, directly or indirectly, controlsafter the date hereof, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, becomes an officer, employee or 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 who has or investment adviser enters into a contractual relationship with, such Person.Motiv Power Systems, Inc.

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 Unless the Certificate is amended with the approval 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 the Preferred Stock (Stock, and a majority of the “Series A Designee”), for so long as 1,000,000 share then outstanding shares of Series A D Preferred Stock are outstandingStock, which number is subject voting or consenting together as a separate class, as applicable: (a) The Board of Directors shall consist of five members; *** Portions of this page have been omitted pursuant to appropriate adjustment a request for any stock splits, stock dividends, combinations, recapitalizations and Confidential Treatment filed separately with the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;Commission. (b) As the Common Stock Director, one person designated from time to time by a majority of For so long as the holders of Common the Preferred Stock are entitled to do so pursuant to the provisions of the Certificate, the holders of the Preferred Stock, voting as a single class at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, shall be entitled to elect and maintain on the Board of Directors one director (the “Common Stock DesigneesPreferred Director”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and; (c) The Company’s Chief Executive Officerholders of Common Stock, who voting as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease a single class at each meeting or pursuant to serve as the Chief Executive Officer each consent of the Company’s holders of Common Stock for the election of directors, each shall be entitled to elect and maintain on the Board of Directors three directors; (d) The holders of a two-thirds majority of the Holders shall promptly vote their respective Shares (i) Common Stock and the Preferred Stock, voting as a single class at each meeting or pursuant to remove the former Chief Executive Officer each consent of the Company from Company’s stockholders for the election of directors, shall be entitled to elect and maintain on the Board if of Directors one director, who shall be an independent director possessing relevant industry or business experience; (e) In the case of any vacancy in the office of a director designated by the holders of a class, only the holders of such person has not resigned class, voting as a member class, shall be entitled to appoint a successor or successors to hold the office for the unexpired term of the Boarddirector or directors whose place or places shall be vacant; and and (iif) to elect Any director who shall have been elected by the holders of a class, may be removed during such persondirector’s replacement as Chief Executive Officer term of office, whether with or without cause, only by the affirmative vote of the Company as the new CEO Director. To the extent that any holders of clauses (a) through (c) above shall not be applicable, any member a majority 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 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 Personclass.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares Capital Stock 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 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 (i) to remove the former Chief Executive Officer of the Company from the Board if such person Person has not resigned as a member of the Board; Board and (ii) to elect such personPerson’s replacement as Chief Executive Officer of the Company as the new CEO Director, which individual shall initially be ▇▇▇▇ ▇. ▇▇▇▇▇▇▇. (b) 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”) or its Affiliates holds 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇. (ii) For so long as RA Capital Healthcare Fund, LP (“RA Capital”) or its Affiliates holds 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇. (c) Two individuals designated by the holders of the Series A Preferred Stock (the “Series A/B Directors” and together with the Series B Directors, the “Preferred Directors”) as follows: (i) for so long as MedImmune Ventures, Inc. or its Affiliates (“MEVE”) holds 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. or its Affiliates (“Hatteras”) holds 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.D. (d) One individual who shall be an independent outsider who is not an employee, officer, stockholder or otherwise an Affiliate of the Company or any Investor, designated by a majority of the Board (including at least one of the Series B Directors) and elected by the holders of a majority of the capital stock of the Company voting together as a single class on an as converted to Common Stock basis, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇ (the “Independent Director”). The Independent Director shall serve initially as the Chairman of the Board. 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 Personthereon.

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 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 agrees (a) The composition of the Board shall be determined as follows: (1) the Noteholder Majority shall have the right to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting controldesignate, from time to time and at all timestime, in whatever manner as shall be necessary one (1) individual (the “Note Purchaser Director”) 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 occupy a position on the Board: , so long as the then outstanding Notes, Ordinary Shares, and Class B Ordinary Shares held by the Noteholder Majority represent (aon an as-converted basis) As at least 172,861 Ordinary Shares (as appropriately adjusted for share splits and similar events); (2) the Series A DirectorShare Purchaser Majority shall the right to designate, one person designated from time to time by a majority of the holders of Series A Preferred Stock time, one (1) individual (the “Series A DesigneeShare Purchaser Director” and with the Note Purchaser Director, the “Investor Directors”) to occupy a position on the Board; (3) the shareholders of the Company representing a majority in voting power of the Ordinary Shares shall have the right to designate, from time to time, all of the remaining directors on the Board (the “Ordinary Directors”), for so long numbering three or, if the Noteholder Majority or the Share Purchaser Majority is no longer entitled to designate the Note Purchaser Director or the Share Purchaser Director, four or five, as 1,000,000 share the case may be, provided that at least one of Series A Preferred Stock are outstandingthe Ordinary Directors shall be an independent director in that such director shall not be a Related Party or an employee of any Listco Group Company. For the purposes of this Section 2.2(a)(3) only, which number is subject to appropriate adjustment for the Ordinary Shares of the Company shall exclude the Ordinary Shares issued or issuable upon the conversion of any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;Class B Ordinary Shares. (b) As Each Group Company shall cause, and the Common Stock DirectorFounders, one person designated from time Techfaith BVI and Listco shall cause each Group Company to time by cause, (i) the WFOE to have a majority board of the holders of Common Stock directors or similar governing body (the “Common Stock DesigneesWFOE Board”), 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 the size of the Company as WFOE Board at all times be five (5) directors, and (iii) the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member composition of the WFOE Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by to at all the Holders times consist of the Company entitled to vote thereon in accordance with, and pursuant to, same persons as directors as those then on 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 to voteThe board of directors of the Company (the “Board of Directors”) shall be composed as follows: (i) Until the second anniversary of the Effective Time, or cause to the authorized number of directors on the Board of Directors shall be votedestablished and remain at nine (9), all Shares owned except (A) if otherwise approved by such Holderthe Board of Directors, or over which such Holder has voting control, from time to time and at all timesacting with the approval of a majority of the Independent Directors, in whatever manner connection with the consummation of (x) an acquisition of another business or assets of another Person by the Company by merger or purchase of the assets or shares, reorganization or otherwise or (y) an equity investment in the Company or (B) as shall may otherwise be necessary to ensure that at each annual or special meeting approved by the Board of stockholders at which an election Directors, acting with the approval of directors is held or pursuant to any a majority of the Independent Directors and the written consent of the stockholders, subject to Section 5OEP Stockholders and the Swarth Stockholder. Following the second anniversary of the Effective Time, the following persons Board of Directors, acting with the approval of a majority of the Independent Directors, may approve a different number of directors that shall be elected to comprise the Board:Board of Directors. (a) As At 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”), Effective Time and for so long as 1,000,000 share the OEP Stockholders in the aggregate Beneficially Own at least forty-three percent (43%) of Series A Preferred Stock are outstandingthe Shares held by the Initial OEP Stockholders at the Effective Time, which number is subject the OEP Stockholders holding an OEP Majority Interest shall have the right (but not the obligation) to appropriate adjustment for any stock splitsdesignate as Directors, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As individuals nominated for election as Directors by or at the Common Stock Director, one person designated from time to time by a majority direction of the holders Board of Common Stock Directors or a duly-authorized committee thereof shall include, three (3) designees of the OEP Stockholders (the “Common Stock OEP Designees”), which individual at least two (2) of whom must, in the good faith determination of the Nominating and Corporate Governance Committee, qualify as Independent Directors; (b) from and after the first time that (and for so long as) the OEP Stockholders in the aggregate Beneficially Own less than forty-three percent (43%) and at least twenty-nine percent (29%) of the Shares held by the Initial OEP Stockholders at the Effective Time, the number of OEP Designees permitted to be designated by the OEP Majority Interest (on behalf of the OEP Stockholders) pursuant to the foregoing clause (a) shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇reduced to two (2) Directors, at least one (1) of whom must, in the good faith determination of the Nominating and Corporate Governance Committee, qualify as an Independent Director; and (c) The from and after the first time that (and for so long as) the OEP Stockholders in the aggregate Beneficially Own less than twenty-nine percent (29%) and at least fourteen percent (14%) of the Shares held by the Initial OEP Stockholders at the Effective Time, the number of Investor Designees permitted to be designated by the OEP Majority Interest (on behalf of the OEP Stockholders) pursuant to the foregoing clause (a) shall be reduced to one (1) Director, who need not qualify as an Independent Director; and (d) from and after the first time that the OEP Stockholders in the aggregate Beneficially Own less than fourteen percent (14%) of the Shares held by the Initial OEP Stockholders at the Effective Time, the OEP Stockholders shall have no right to designate any members of the Board of Directors. (iii) At the later of the Effective Time or the receipt of CFIUS Approval and for so long as the Swarth Stockholder Beneficially Owns at least eighty-eight percent (88%) of the Shares held by the Swarth Stockholder at the Effective Time, the Swarth Stockholder shall have the right (but not the obligation) to designate as Directors, and the individuals nominated for election as Directors by or at the direction of the Board of Directors or a duly-authorized committee thereof shall include, three (3) designees (the “Swarth Designees” and together with the OEP Designees, the “Investor Designees”), at least two (2) of whom must, in the good faith determination of the Nominating and Corporate Governance Committee, qualify as Independent Directors; (a) from and after the first time that (and for so long as) the Swarth Stockholder Beneficially Owns less than eighty-eight percent (88%) and at least fifty-eight percent (58%) of the Shares issued to the Swarth Stockholder at the Effective Time pursuant to the Merger Agreement, the number of Swarth Designees permitted to be designated by the Swarth Stockholder pursuant to the foregoing clause (a) shall be reduced to two (2) Directors, at least one (1) of whom must, in the good faith determination of the Nominating and Corporate Governance Committee, qualify as an Independent Director; (b) and from and after the first time that (and for so long as) the Swarth Stockholder Beneficially Owns less than fifty-eight percent (58%) and at least twenty-nine percent (29%) of the Shares issued to the Swarth Stockholder at the Effective Time pursuant to the Merger Agreement, the number of Swarth Designees permitted to be designated by the Swarth Stockholder pursuant to the foregoing clause (a) shall be reduced to one (1) Director, who need not qualify as an Independent Director; and (c) from and after the first time that the Swarth Stockholder Beneficially Owns less than twenty-nine percent (29%) of the Shares issued to the Swarth Stockholder at the Effective Time pursuant to the Merger Agreement, the Swarth Stockholder shall have no right to designate any members of the Board of Directors. (iv) In addition to the Investor Designees, the Nominating and Corporate Governance Committee shall designate as Directors (a) the Company’s then-serving Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. Officer (the “CEO Director”), provided that if for any reason ) and (b) the CEO Director shall cease remaining number of designees needed to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) be added 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 Directors so 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 PersonDirectors has no vacancies.

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 necessary, to fix the number of directors of the Company at seven or at such other number as may be specified by the Board, with the consent of the holders of a majority of the shares of Series E Preferred Stock (or, prior to the conversion of the Notes, with the consent of the holders of a majority of the Notes, by principal amount), and 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 Arrow, LLC (“Arrow”) owns shares of Series A Preferred Stock are outstandingStock, which number is subject to appropriate adjustment for any stock splitstwo (2) individuals designated by Arrow, stock dividends, combinations, recapitalizations and the like, which individual who 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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (cb) The Company’s Chief Executive OfficerSo long as Associated Private Equity LLC (“Associated”) owns shares of Preferred Stock, one (1) individual designated by Associated, who as of the date of this Agreement is ▇▇▇▇▇▇shall initially be N▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. . (c) So long as Arrow owns shares of Preferred Stock, Arrow shall have the exclusive right, as among the holders of the Preferred Stock, to nominate one (1) of the three (3) candidates for election to the Board by the holders of shares of Common Stock, voting as a separate class, as specified in the Series A Certificate (the “CEO Common Directors”), and one (1) candidate for election to the Board by the holders of shares of Common Stock and of all classes and series of voting stock, voting together as a single class, as specified in the Series A Certificate (the “Joint Director”). From and after the Closing, provided that if for any reason the CEO Director shall cease each Investor agrees to serve as the Chief Executive Officer vote, or cause to be voted, all Shares owned by such Investor, or over which such Investor has voting control, from time to time and at all times, in favor of the election of the Common Director and Joint Director nominated by Arrow. (d) So long as Associated owns shares of Preferred Stock, Associated shall have the exclusive right, as among the holders of the Preferred Stock, to nominate two (2) of the three (3) candidates for Common Directors. Associated agrees to nominate the Company’s chief executive officer and one candidate who would be deemed to be an “independent director” under Rule 303A.02 of the NYSE Listed Company Manual or NASDAQ Marketplace Rule 4200a(15) for election as Common Directors. From and after the Closing, each Investor agrees to vote, or cause to be voted, all Shares owned by such Investor, or over which such Investor has voting control, from time to time and at all times, in favor of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer election 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 DirectorCommon Directors nominated by Associated. 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 Series A Preferred Stock entitled to vote thereon in accordance with, and pursuant to, the Restated Series A Certificate. The nomination rights and voting agreement set forth in clauses (c) and (d) above constitute an agreement among the Investors only, and shall in no way alter or limit the rights of any holder of Common Stock (other than with respect to such holder’s Shares) to nominate and/or vote for candidates of their own choosing for election to the Board in accordance with the Company’s By-Laws and the Delaware General Corporation Law. 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 (a) For so long as they hold any of the Shares issued to them by the Company, each Stockholder agrees to vote, or cause to be voted, all Shares shares of Common Stock and Preferred Stock 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 (i) to ensure that the size of the Company’s Board shall be set and remain at thirteen (13) directors appointed as set forth in this Section 8; provided, however, that if the Manna Investor is permitted to designate a director pursuant to Subsection 8.1(h) below, the size of the Company’s Board shall be set and remain at fifteen (15) directors appointed as set forth in this Section 8 and (ii) in favor of any director designated pursuant to Subsections 8.1(b)-(h) below. (b) For so long as the SJF Investors hold in the aggregate at least the SJF Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred Stock owned by such Stockholder, or over which such 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, one (1) individual designated by the following persons SJF Investors (the “SJF Director”) 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 who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and. (c) The Company’s Chief Executive OfficerFor so long as the Investeco Investors hold in the aggregate at least the Investeco Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred Stock owned by such Stockholder, or over which such 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, one (1) individual designated by the Investeco Investors (the “Investeco Director”) shall be elected to the Board, which shall initially be vacant. (d) For so long as the Arborview Investor holds in the aggregate at least the Arborview Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred Stock owned by such Stockholder, or over which such 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, one (1) individual designated by the Arborview Investor (the “Arborview Director”) shall be elected to the Board, who as of the date of this Agreement is shall initially be ▇▇▇▇ ▇▇▇▇▇▇. (e) For so long as the Inherent Investor holds in the aggregate at least the Inherent Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred Stock owned by such Stockholder, or over which such 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, one (1) individual designated by the Inherent Investor (the “Inherent Director”) shall be elected to the Board, who shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇. (f) For so long as the Bowie Investor holds in the aggregate at least the Bowie Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred Stock owned by such Stockholder, or over which such 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, one (1) individual designated by the Bowie Investor (the “Bowie Director”) shall be elected to the Board, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇. The Stockholders acknowledge that the Bowie Director is an executive officer of Whole Foods Market, Inc. and/or one or more of its subsidiaries and, due to the vendor relationship of the Company with Whole Foods Market, Inc., will from time to time have conflicts of interest in discharging the duties of the Bowie Director; and that the existence of such conflicts of interest shall not be a basis for removal of the Bowie Director. In connection with the Board’s consideration of any transaction in which the Bowie Director reasonably believes that he or she may have a conflict of interest within the meaning of DGCL Section 144, he or she will endeavor to inform the Board as to any material facts regarding such conflict of interest which have not been previously disclosed to the Board. (g) For so long as the Sunrise Investor holds in the aggregate at least the Sunrise Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred Stock owned by such Stockholder, or over which such 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, one (1) individual designated by the Sunrise Investor (the “Sunrise Director”) shall be elected to the Board, who is currently ▇▇▇▇▇ ▇▇▇▇▇. (h) For so long as the Manna Investor holds in the aggregate at least the Manna Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred Stock owned by such Stockholder, or over which such 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, one (1) individual designated by the Manna Investor (the “Manna Director”) shall be elected to the Board, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ M.D. . (i) Subject to Subsection 10.4, the “CEO Director”)remaining seven (7) directors will be elected by a Majority Vote, provided that if for any reason the CEO Director shall cease to serve at such time 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 size of the Board who would otherwise have been designated is expanded to fifteen (15) directors 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 toSubsection 8.1(a), the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity remaining eight (collectively, 8) directors will be elected by 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 PersonMajority Vote.

Board Composition. Each Holder (a) To the extent the express terms of the Company Securities authorize them to do so, each Stockholder agrees to vote, or cause to be voted, all Shares Company Securities 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: (ai) As three (3) individuals designated by the Series A Director, one person designated from time to time by holders of record of a majority of the holders then outstanding shares of Series A D Preferred Stock (the “Series A Designee”)Stock, for so long acting exclusively and as 1,000,000 share of Series A Preferred Stock are outstandinga single class, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual individuals 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 ▇▇▇ ▇▇▇▇▇; and; (cii) The the Company’s Chief Executive Officer, 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 Company Securities (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. ; (iii) one (1) individual designated by the holders of record of a majority of the then outstanding shares of Common Stock and Series C Preferred Stock, acting exclusively and as a single class, which designee shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iv) if and only if the size of the Board shall be increased to seven (7) seats at contemplated by Section 2.1 hereof, then two (2) individuals designated by the holders of record of a majority of the then outstanding shares of Common Stock and Series C Preferred Stock, acting exclusively and as a single class; and (v) in the absence of any designation from the group of stockholders with the right to designate one or more directors as specified in preceding clauses (i) through (iv) of this Section 2.2(a), the director(s) previously designated by such group and then serving shall be reelected if still eligible to serve. (b) To the extent that any of clauses (ai) through (civ) of Section 2.2(a) 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 PersonAmended Articles.

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: (ai) As the for so long as at least one (1) Investor holds Series A DirectorShares: (A) if all of the Investors, one person taken together, hold Series A Shares representing greater than ten percent (10%) of the then current capitalization of the Company on an as-converted basis, then two (2) individuals designated from time to time by the holders of a majority of the holders aggregate number of Series A Preferred Stock Shares held by the Investors; provided, that the designation of any director pursuant to this clause (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is i) shall be subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual reasonable approval of a majority of the then outstanding equity securities of the Company on an as-converted basis. The initial directors designated pursuant to this clause (i) 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. ; or (the “CEO Director”), provided that B) if for any reason the CEO Director shall cease to serve as the Chief Executive Officer all of the CompanyInvestors, each taken together, hold Series A Shares representing ten percent (10%) or less of the Holders then current capitalization of the Company on an as-converted basis, then one (1) individual designated by the holders of a majority of the aggregate number of Series A Shares held by the Investors; provided, that the designation of any director pursuant to this clause (ii) shall promptly vote their respective be subject to the reasonable approval of a majority of the then outstanding equity securities of the Company on an as-converted basis; (ii) five (5) individuals designated by a majority of the Ordinary Shares then outstanding (excluding any Ordinary Shares issued upon conversion of any Series A Shares); (iii) to the extent that clause (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 or (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 shareholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this AgreementMemorandum and Articles; and The initial directors appointed pursuant to clause (i) above shall serve for a term until December 31, an individual2007, firmthereafter, corporationeach director designated in accordance with clause (i), partnership(ii), association, limited liability company, trust or any other entity (collectively, a “Person”iii) above shall be deemed an “Affiliate” elected for a term 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 ofyear. Each Shareholder also agrees to vote, or shares cause to be voted, all Shares owned by such Shareholder, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that (i) no director elected pursuant to this Section 2.2(a) may be removed from office, other than for cause, unless (A) such removal is directed or approved by the same management company affirmative vote of the person or investment adviser withpersons entitled to designate that director or (B) the person or persons entitled to designate or approve such director is no longer so entitled to designate or approve such director; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to this Section 2.2(a) shall be filled pursuant to the provisions of this Section 2.2(a). All Shareholders agree to execute any written consents required to perform the obligations of this Section 2.2(a), and the Company agrees at the request of any party entitled to designate directors to call a special meeting of shareholders for the purpose of electing directors. No party, nor any Affiliate of any such Personparty, shall have any liability as a result of voting for any designee to the Board in accordance with the provisions of this Agreement.

Board Composition. Each Holder agrees to vote(a) In any and all elections of members of the Board, each Stockholder shall vote or cause to be voted, voted all Shares owned by such Holderit, or over which such Holder it has voting control, from time and otherwise use its respective best efforts, so as to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting fix the number of stockholders at which an election of directors is held or pursuant to any written consent members of the stockholdersBoard at nine (9) and, subject to Section 5the provisions of paragraph (b) below, the following persons shall be elected to the Boardelect: (ai) As three (3) members of the Series A DirectorBoard designated by MTG, one person designated from time to time by of whom shall serve as a majority Co-Chairman of the holders of Series A Preferred Stock (the “Series A Designee”), Board for so long as 1,000,000 share MTG has the right under paragraph (b) below to designate at least one (1) member 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 ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Board; (ii) three (3) members of the Board designated by Alfa, one of whom shall serve as a Co-Chairman of the Board for so long as Alfa has the right under paragraph (b) As the Common Stock Director, below to designate at least 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 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 (iii) three (3) additional members of the Board (the "INDEPENDENT DIRECTORS") designated by a simple majority of the entire Board as then constituted, each of whom shall be `independent' for audit committee purposes under the applicable rules and regulations of the Securities and Exchange Commission and the Marketplace Rules, and at least one of whom shall be a `Financial Expert' within the meaning of the applicable rules and regulations of the Securities and Exchange Commission and the Marketplace Rules. (b) In addition to the rights of MTG and Alfa to designate members of the Board pursuant to Section 1.1(a) hereof, any Stockholder shall have the right to designate one or more members of the Board; provided that the right of any Stockholder to designate one or more members of the Board (including such rights of MTG and Alfa provided pursuant to Section 1.1(a) hereof) shall be subject to adjustment if the percentage of Shares held by such Stockholder reaches, exceeds or falls below the following thresholds: (i) for so long as it holds at least twenty percent (20%) of the Shares then outstanding, such Stockholder shall have the right to designate three (3) members of the Board; (ii) to elect such person’s replacement for so long as Chief Executive Officer it holds less than twenty percent (20%) but at least fifteen percent (15%) of the Company Shares then outstanding, such Stockholder shall have the right to designate two (2) members of the Board; (iii) for so long as it holds less than fifteen percent (15%) but more than ten percent (10%) of the new CEO Director. To Shares then outstanding, such Stockholder shall have the extent that right to designate one (1) member of the Board; and (iv) for so long as it holds ten percent (10%) or less of the Shares then outstanding, such Stockholder shall not have a right hereunder to designate any member of clauses (a) through the Board. (c) above Notwithstanding the foregoing, in no event shall the aggregate number of members of the Board to be designated by the Stockholders pursuant to the provisions hereof exceed six (6). In the event that, pursuant to the provisions of paragraph (b), the Stockholders would have or acquire rights to designate, in the aggregate, more than six (6) members of the Board, then such rights of designation shall only be exercisable in respect of a total of six (6) members of the Board, with such rights apportioned among the Stockholders in order of priority reflecting the date on which each such Stockholder initially attained the ownership of Shares in an amount sufficient to afford such Stockholder the right to designate one or more members of the Board under this Agreement. (d) In the event that the ownership of Shares held by a Stockholder shall fall below a threshold set out in paragraph (b) above, such Stockholder shall cause one or more members of the Board designated by such Stockholder to resign such that, following such resignations, such Stockholder shall have the appropriate level of representation on the Board given its then current ownership of Shares. The vacancy or vacancies created by such resignations shall be filled by a designee of the next Stockholder or Stockholders entitled to designate one or more members of the Board in accordance with paragraph (b) above, if any. If there is no other such Stockholder and the Stockholders collectively shall have the right to designate fewer than four (4) members of the Board in accordance with paragraph (b) above, the vacancy or vacancies (in the event of a resignation) or other nominees for election (in the event of an election at an annual meeting) shall be filled by one or more additional members of the Board designated by a simple majority of the entire Board as then constituted such that the Board would, following the election of such additional members, comprise not more than seven (7) individuals; provided that such designee(s) shall not be applicablean officer, director or employee of any Stockholder or any Affiliate of a Stockholder or beneficially own, directly or indirectly, five percent (5%) or more of the outstanding capital stock of any such Person. (e) The Stockholders shall not vote to remove any member of the Board who would otherwise unless the Stockholders are instructed by the Stockholder that designated such Director to remove such Director. (f) Except as provided in paragraph (e) above, the designating Stockholder shall have been designated in accordance with the terms thereof shall instead be voted upon exclusive right to appoint its designee(s) and to remove its designee(s), as well as the exclusive right to fill vacancies created by all the Holders reason of the death, removal or resignation thereof between annual meetings of stockholders (other than any resignation required by paragraph (d) above). (g) If members of the Board are to be elected at a meeting of stockholders, the Company entitled shall provide the Stockholders with at least fifteen (15) Business Days' prior written notice of any intended mailing of a notice to vote thereon stockholders for a meeting at which members of the Board are to be elected. Each Stockholder that has a right to designate a member or members of the Board hereunder for election at such meeting of stockholders shall give written notice to the Company and the other Stockholders, no later than ten (10) Business Days after such Company notice, of the person(s) designated by it pursuant to paragraphs (a) and (b) above as nominee(s) for election as member(s) of the Board. The Company agrees that it will, to the extent permitted by applicable laws and the Marketplace Rules as in accordance witheffect from time to time, nominate and recommend for election as members of the Board, and each of the Stockholders agrees to cause its designees on the Board to cause the nomination of, only the individuals designated, or to be designated, pursuant toto paragraphs (a) and (b) above and this paragraph (g). If any Stockholder that has a right to designate a member or members of the Board shall fail to give notice to the Company as provided above, the Restated Certificate. designees of such Stockholder(s) then serving as member(s) of the Board shall be deemed to be the designee(s) for re-election. (h) For purposes of this AgreementSection 1.1, an individualin determining the number of Shares held by a Stockholder, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) only Shares outstanding shall be deemed an “Affiliate” included and any Share Equivalent that has not then been exercised, converted or exchanged shall be excluded regardless of another Person whothe application of the beneficial ownership rules of Rule 13d-3 of the Securities Exchange Act of 1934, 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 amended.

Board Composition. Each Holder Member agrees to vote, or cause to be voted, all Shares owned or held by such HolderMember, or over which such Holder Member has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that that, at each annual or special general meeting of stockholders Members of the Company at which an election of directors is held or pursuant to any written consent of the stockholdersMembers, subject (i) the size of the Board shall be set and remain at seven (7) members, including six (6) Preference Directors and one (1) Ordinary Director, and such size of the Board shall not be changed except pursuant to Section 5, the following persons provisions of the Memorandum and Articles of Association; and (ii) the Preference Directors and the Ordinary Director shall be elected as follows to the BoardBoard in accordance with the voting provisions of the Memorandum and Articles of Association: (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 NEA (the “Series A DesigneeNEA Director”), for so as long as 1,000,000 share of Series A Preferred Stock are outstandingNEA and Long Hill and their respective Affiliate(s), which number is subject to appropriate adjustment for any stock splitstaken as a whole, 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 collectively hold no less than 5.5% of the holders then total issued and outstanding Shares of Common Stock the Company (on an as-converted and fully-diluted basis) at the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who Closing and continue to hold at least 50% of the Shares held by them as of the date of this Agreement is ▇Closing (subject to adjustment from time to time for Recapitalizations), such designee to serve as the member of the Board who shall be appointed solely by the Series A Preference Majority pursuant to the Memorandum and Articles of Association. The NEA Director shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. (b) One person designated from time to time by CBC (the “CBC Director”), as long as CBC and its Affiliate(s), taken as a whole, collectively hold no less than 5.5% of the then total issued and outstanding Shares of the Company (on an as-converted and fully-diluted basis) at the Closing and continue to hold at least 50% of the Shares held by it as of the date of Closing (subject to adjustment from time to time for Recapitalizations), such designee to serve as the member of the Board who shall be appointed solely by CBC pursuant to the Memorandum and Articles of Association. The CBC Director shall initially be ▇▇▇▇ ▇▇▇▇▇. (c) One person designated from time to time by Temasek (the “Temasek Director”), as long as Temasek and its Affiliate(s), taken as a whole, collectively hold no less than 5.5% of the then total issued and outstanding Shares of the Company (on an as-converted and fully-diluted basis) at the Closing and continue to hold at least 50% of the Shares held by it as of the date of Closing (subject to adjustment from time to time for Recapitalizations), such designee to serve as the member of the Board who shall be appointed solely by Temasek pursuant to the Memorandum and Articles of Association. The Temasek Director shall initially be ▇▇▇▇▇▇ ▇▇. (d) One person designated from time to time by ABG (the “ABG Director”), as long as ABG, CENOVA and its Affiliate(s), taken as a whole, collectively hold no less than 5.5% of the then total issued and outstanding Shares of the Company (on an as-converted and fully-diluted basis) at the Closing and continue to hold at least 50% of the Shares held by them as of the date of Closing (subject to adjustment from time to time for Recapitalizations), such designee to serve as the member of the Board who is appointed solely by ABG pursuant to the Memorandum and Articles of Association. The ABG Director shall initially be ▇▇▇ ▇▇. (e) One person designated from time to time by MBK (the “MBK Director”), as long as MBK and its Affiliate(s), taken as a whole, collectively hold no less than 5.5% of the then total issued and outstanding Shares of the Company (on an as-converted and fully-diluted basis) at the Closing and continue to hold at least 50% of the Shares held by it as of the date of Closing (subject to adjustment from time to time for Recapitalizations), such designee to serve as the member of the Board who shall be appointed solely by MBK pursuant to the Memorandum and Articles of Association. The MBK Director shall initially be ▇▇▇▇▇▇▇ M.D. LE. (f) One person designated from time to time by Ali (the “CEO Ali Director”), provided that if as long as Ali and its Affiliate(s), taken as a whole, collectively hold no less than 5.5% of the then total issued and outstanding Shares of the Company (on an as-converted and fully-diluted basis) at the Closing and continue to hold at least 50% of the Shares held by it as of the date of Closing (subject to adjustment from time to time for any reason the CEO Director shall cease Recapitalizations), such designee 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 shall be appointed solely by Ali pursuant to the Memorandum and Articles of Association. If Ali does not appoint any person to serve as Ali Director immediately upon the Closing, such seat of Ali Director shall remain vacant until Ali issues written notice to the Company to appoint such Ali Director at any time after the Closing. Within five (5) Business Days upon the written notice by Ali to the Company to appoint the person designated as Ali Director at any time, the Company shall take all actions necessary to reflect such appointment of the Ali Director, including but not limited to update the register of directors of the Company and have been it certified by the secretary service provider of the Company, and provide such certified copy of register of directors to Ali. Without prejudice to the foregoing, Ali may at its sole discretion elect to appoint an observer to the Board of the Company pursuant to Section 6.2 if Ali chooses not to appoint a director to the Board according to the stage of growth of the Company, provided that, if Ali chooses to appoint a director to the Board, the Ali Observer (as defined below) should be removed as an observer to the Board. (g) One person designated from time to time by the Ordinary Majority (the “Ordinary Director”), such designee to serve as one of the members of the Board who shall be appointed solely by the Ordinary Majority pursuant to the Memorandum and Articles of Association, who shall be entitled to cast seven (7) votes for matters submitted for the Board’s approval. The Ordinary Director shall initially be Tianze ZHANG (张天泽). Any shareholder of the Company or group of shareholders entitled to designate any individual to be elected as a Director of the Board pursuant to Section 6.1 shall have the right to remove any such Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any Director occupying such position. If a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal of any Director designated 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 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 PersonSection 6.1.

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 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. initially shall be Jan Goetgeluk (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 ; (b) One individual designated by the extent that any of clauses Key Holders, who initially shall be ________________, (a) through the “Key Holder Director”); and (c) above shall not be applicable, any member One individual (the “Preferred Director”) who is designated by the holders of a majority of the outstanding shares of the Preferred Stock, voting or acting on an as-if-converted-to-Common Stock basis (the “Majority Preferred Holders”); provided, that until such time as the Board receives a written directive from the Majority Preferred Holders designating the director to serve as the Preferred Director under this Section 1.2(c), the Preferred Director hall be an Investor who would otherwise is designated by the unanimous consent of the directors that have been designated in accordance with elected or appointed to serve on the terms thereof shall instead be voted upon by all the Holders of the Company entitled Board pursuant to vote thereon in accordance with, Sections 1.2(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”1.2(b) 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 Personhereof.

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 Maveron Equity Partners VII, L.P., together with its Affiliates (collectively, “Maveron”), and approved by the holders of a majority of the holders outstanding shares of Series Class 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 Majority”), which approval may not be unreasonably withheld, for so long as Maveron continues to own beneficially shares of Common Stock Designees”(including shares of Common Stock issued or issuable upon conversion of the Preferred Stock), to serve as the Preferred Director (as defined in the Restated Certificate), which individual shall initially be ▇▇D▇▇ ▇▇▇▇▇▇▇▇▇; and, who is hereby approved by the Common Majority as the Preferred Director; (b) For so long as the Key Holders hold shares of Class A Common Stock, one individual designated from time to time by the Common Majority; (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇shall initially be G. 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; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (d) Those individuals not otherwise an Affiliate of the Company or of any Investor who are designated by the Common Majority. 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 (a) The following persons shall be appointed to the Board as of the Effective Date, and shall serve as the initial members of the Board: (i) One (1) member who shall be the chief executive officer of the Company; (ii) ▇▇. ▇▇▇▇ ▇▇▇▇▇, who shall serve as the initial chairman of the Finance and Strategy Committee (as described in the Bylaws) and Executive Chairman of the Board (as described in the Bylaws); (iii) Two (2) members designated by Nuveen on behalf of itself and its affiliated investment funds; provided, that one (1) such member shall (i) be independent of each Stockholder with director designation rights, including Nuveen, and (ii) be reasonably acceptable to the Mansfield RSA Majority; (iv) One (1) member designated by Avenue; (v) One (1) member designated jointly by the Ad Hoc Noteholder Group and the Mansfield RSA Majority, subject to the reasonable consent of the UCC; (vi) One (1) member designated jointly by the Ad Hoc Noteholder Group, the Mansfield RSA Majority, and the UCC; and (vii) One (1) member, who shall be the Independent Director, designated jointly by the Ad Hoc Noteholder Group, the Mansfield RSA Majority, and the UCC, who shall not be an Affiliate, and shall otherwise be independent, of any Stockholder with director designation rights under the terms of this Agreement. (b) From and after the Effective Date, the Board shall take such action to nominate, and each Stockholder agrees to vote, or cause to be voted, all Shares shares of Common Stock owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, times and in whatever manner as shall be necessary 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 the Series A The Nuveen Designees; (ii) The Avenue Designee; (iii) The Independent Director, one person designated from time to time by a majority ; and (iv) The chief executive officer of the holders Company. (c) If and to the extent there shall be no Person having the right to designate one or both of Series A Preferred Stock the Nuveen Designees or the Avenue Designee in accordance with Section 2.1, or the Person having such right of designation affirmatively declines by notice to the Board to exercise such right or timely fails, subject to Section 2.3, to exercise such right (the “Series A Designee”), but in such case only for so long as 1,000,000 share such Person has not affirmatively indicated by notice to the Board that it is again exercising such right 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”designation), which individual the provisions of Section 2.2(b) shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (cinapplicable to such Nuveen Designee(s) The Company’s Chief Executive Officeror Avenue Designee, 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 (iand position(s) to remove the former Chief Executive Officer of the Company from on 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 filled by such Nuveen Designee(s) or Avenue Designee shall instead be voted upon by all the Holders of the Company entitled to vote thereon filled in in accordance with, and pursuant to, the Restated Certificate. For purposes Certificate of this AgreementIncorporation, an individual, firm, corporation, partnership, association, limited liability company, trust the Bylaws and the DGCL applicable to the designation and election or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” appointment 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 Persondirectors generally.

Board Composition. Each Holder agrees Subject to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting controlthe terms and conditions of this Agreement, from time to time and at the date of this Agreement, the Company shall take all times, in whatever manner as shall be necessary Necessary Action 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: 3.2.1 five (a5) As Independent Directors, which individuals shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (collectively, the Series A Director“Independent Directors”) and shall thereafter be designated as determined by the Board; provided, that at least one person of the Independent Directors must qualify as an “audit committee financial expert” within the meaning of U.S. Securities and Exchange Commission Regulation S-K;” 3.2.4 one (1) director designated from time to time by a majority of the holders of Series A Preferred Stock BorgWarner (the “Series A BorgWarner Designee”), ) for so long as 1,000,000 share BorgWarner Beneficially Owns [___]1 or more shares of Series A Preferred Common Stock are outstandingowned by BorgWarner on the Closing Date, as adjusted in the event of any stock split, stock dividend, recapitalization, reorganization or the like affecting the Common Stock, which BorgWarner Designee shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇;” [FN will not be amended and will continue to read “This minimum number is subject of shares of Common Stock that BorgWarner must continue to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations own will equate to 5% of the total issued and outstanding shares of Common Stock on the likeClosing Date.”] ​ ​ “3.2.5 one (1) director who shall be the individual serving as the Chief Executive Officer of the Company (the “CEO Director”), which individual shall initially be ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.; and” 3.2.6 one (1) director designated from time to time by Republic (the “Republic Designee” and together with the Romeo Designees, the RMG Sponsor Designees and the BorgWarner Designee, the “Designees”) for so long as Republic Beneficially Owns one million five hundred thousand (1,500,000) or more shares of Common Stock, as adjusted in the event of any stock split, stock dividend, recapitalization, reorganization or the like affecting the Common Stock, which Republic 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 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(a) Until the closing of a Public Offering, each Unitholder will take all necessary or cause to be voteddesirable actions within such Unitholder’s control (whether in such Person’s capacity as a Unitholder, Manager or officer or otherwise, and including attendance at meetings for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company will take all Shares owned by such Holder, or over which such Holder has voting necessary and desirable actions within its control, from time to time so that the Board consists of nine Managers 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 Boardincludes: (ai) As five Managers (one of whom will serve as the Series A Directorinitial chairman of the Board (the “Chairman”)) designated by EGI, (ii) one Manager designated by Ventas, one person designated from time so long as Ventas holds, directly or indirectly, at least 20% of its combined investment in the Company Group as of the Effective Date, (iii) the Company Group’s initial chief executive officer until such Person ceases to time be the Company Group’s chief executive officer, in which case such Person will be replaced by a Manager chosen by the Unitholders (excluding EGI and Ventas) holding a majority of the holders of Series A Preferred Stock Class B Units (excluding the “Series A Designee”Class B Units held by EGI and Ventas), for so long as 1,000,000 share and (iv) two additional Managers, who may not be employees or other Affiliates of Series A Preferred Stock are outstandingany Unitholder, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and designated by the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;Board. (b) As A Manager will hold office until such Manager dies, retires, resigns or is removed in accordance with this Agreement. Only the Common Stock DirectorPersons entitled to designate a Manager pursuant to Section 5.2(a) may remove such Manager; provided, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”)however, 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) EGI may, in its sole discretion, remove any Manager designated pursuant to remove Section 5.2(a)(ii) if Ventas ceases to hold the former Chief Executive Officer number of the Company from the Board outstanding Class B Units required under Section 5.2(a)(ii), (ii) Ventas will immediately replace any Manager designated pursuant to Section 5.2(a)(ii) if such person has not resigned manager is the subject of a Removal Event and (iii) EGI may, in its sole discretion, remove any Manager designated pursuant to Section 5.2(a)(iii) or Section 5.2(a)(iv) if such Manager is the subject of a Removal Event. A Manager’s removal will be effective upon the Board’s receipt of written notice of such removal. If a Manager ceases to serve as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of , then the Company as will immediately fill the new CEO Directorresulting vacancy with a replacement designated by the Persons entitled to designate such Manager pursuant to Section 5.2(a). To If a Person entitled to designate a Manager pursuant to Section 5.2(a) fails to designate a replacement Manager, then such Board seat will remain vacant until a replacement is designated by the extent that any of clauses (a) through Persons entitled to designate such Manager. (c) above shall not A Manager may resign at any time by giving written notice to the Chairman at the Company’s principal office. A Manager’s resignation will take effect upon the Company’s receipt of such Manager’s resignation notice or at such later time specified in the resignation notice. If a Manager resigns effective as of a future date, a replacement Manager will be applicabledesignated pursuant to Section 5.2(a), any member of with such replacement to take effect when the Board who would otherwise have been designated resignation takes effect. (d) Each Manager is a “manager” as described 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 CertificateDelaware Act. For purposes By execution of this Agreement, an individualeach Unitholder hereby approves by written consent the appointment of the Persons initially designated pursuant to Section 5.2(a) as Managers, firmand this Agreement will serve as a written consent in lieu of a meeting, corporationas permitted under the Delaware Act and this Agreement, partnershipwith respect to the election of Managers. (e) The Company will reimburse Managers for reasonable, associationdocumented direct out-of-pocket expenses incurred by them in the performance of their managerial duties, limited liability companyincluding expenses incurred in connection with attending Board meetings, trust Board committee meetings or any other entity board or committee meetings of the board of directors or equivalent governing body of any Company Subsidiary. Unless otherwise determined by the Board, the Managers will serve without compensation for their Board service. (collectively, a “Person”f) shall be deemed an “Affiliate” The Board will annually review the performance of another Person who, directly or indirectly, controls, is controlled by or is under common control with the Manager serving as Chairman and the constitution of any Board committees and make 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 changes thereto (1if any) or more general partners, managing members or investment advisers of, or shares as the same management company or investment adviser with, such PersonBoard deems appropriate.

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 has the Series A Director, 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”), 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 Shell has the Common Stock Director, right to appoint one (1) 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 OfficerGGV has the right to appoint one (1) person from time to time (if such person is duly appointed and actually holds office, who such person is referred to as of the date of this Agreement “GGV Director”). (d) Zhen Partners 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) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 “▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason . (f) the CEO Director shall cease Founders has the right to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares appoint six (i6) persons from time to remove the former Chief Executive Officer of the Company from the Board time (if such person has not resigned is duly appointed and actually holds office, such person is referred to as the “Ordinary Directors”). The Ordinary Directors shall be full-time employees of the Group Companies. Any Member 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 other Member shall vote in favor of the aforesaid appointment or removal at the general meeting (if necessary). Any Member entitled to appoint any individual 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 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, disability, retirement, resignation, removal or otherwise 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 would otherwise have been designated is being replaced in accordance with this Section 6.1 and the terms thereof replacement shall instead be voted upon by all serve within the Holders term of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificateoffice of his/her predecessor. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) The Board 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 have one (1) or more general partnerschairman and one (1) vice chairman, managing members or investment advisers ofall 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 he/she may authorize any other Director to temporarily preside over the same management company or investment adviser with, such PersonBoard meetings.

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 first Series A 1 Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock BGV III, L.P. (the “Series A BGV Designee”), for so long as 1,000,000 share such Stockholder and its Affiliates (as defined below) continue to own beneficially an aggregate of Series A at least 5% of the outstanding capital stock of the Company (including shares of Preferred Stock are outstandingcalculated on an as converted to Common Stock basis), 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 second Series 1 Director, one person designated from time to time by JGV1 LLC (the “Mehta Designee”), for so long as such Stockholder and his Affiliates continue to own beneficially an aggregate of at least 5% of the outstanding capital stock of the Company (including shares of Preferred Stock calculated on an as converted to Common Stock basis), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇; (c) As the first Common Director, one person designated from time to time by the holders of a majority of the then outstanding shares of Common Stock held by Key Holders who are then providing services to the Company as officers, employees or consultants, which individual shall initially be ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (bd) As the second 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 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) One individual not otherwise an Affiliate of the Company or of any Investor who is designated by the Series 1 Directors and Common Directors, voting unanimously; and 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 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 of its Common Stock, Investor Shares owned by such Holder, or 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) subject to the limitations contained in Section 2(a)(vi), there shall be elected to the Board: (a) As Board such number of representatives designated by Required Investor Approval as are necessary to result in the Series A Director, one person designated from time to time percentage representation by a majority Investor Designees on the Board equaling at least the Institutional Investors' percentage ownership of outstanding Common Stock of the holders Company arising out of their record ownership of (x) Preferred Shares (assuming the conversion of all outstanding shares of Series A B Preferred and Series C Preferred) and (y) shares of Common Stock (that have been issued on conversion of shares of Series B Preferred and Series C Preferred; provided, subject to the “Series A Designee”limitations contained in Section 2(a)(vi), for so long as 1,000,000 share in no event shall the initial number of Series A Preferred Stock are outstanding, which number is subject Investor Designees to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially Board be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇less than two (2); (bii) As the Common Stock Director, one person designated from time to time by a majority governing body 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 each of the Company, 's Subsidiaries (each a "Sub Board") shall have at least one Investor Designee; (iii) 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; (iiv) 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; (v) 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; (vi) notwithstanding the provisions of Section 2(a)(i), the number of Investor Designees on the Board shall not exceed the whole number obtained by multiplying (A) the Institutional Investors' percentage ownership of outstanding Common Stock of the Company arising out of their record ownership of (x) Preferred Shares (assuming the conversion of all outstanding Series B Preferred and Series C Preferred) and (y) shares of Common Stock that have been issued on conversion of shares of Series B Preferred and Series C Preferred by (B) the total number of directors on the Board (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 (vii) in no event shall the number of directors on the Board be less than seven (7). (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 (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 Sol J. Barer 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 Sol J. Barer, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Sol J. Barer, Ph.D.; (bii) As the Common Stock Director, one person designated from time to time by a majority of the holders For so long as Isaac Blech holds shares of Common Stock or Preferred Stock, one individual designated by Isaac Blech, which individual shall initially be Isaac Blech; (iii) For so long as InterWest Partners LP (“InterWest”) holds shares of Common Stock or Preferred Stock, one individual designated by InterWest (the “Common Stock DesigneesInterWest Designee”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andArnold L. Oronsky, Ph.D.; (civ) For so long as New Enterprise Associates 16, Limited Partnership (“NEA”) holds shares of Series D Convertible Preferred Stock, one individual designated by NEA (the “NEA Designee”), which individual shall initially be Sara M. Nayeem, M.D.; (v) 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 individual shall initially be Stella Xu, Ph.D.; (vi) For so long as LAV Biosciences Fund V, L.P. (“LAV”) holds shares of Series D Convertible Preferred Stock, one individual designated by LAV (the “LAV Designee”), which individual shall initially be Hongbo Lu, Ph.D.; (vii) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. Officer (the “CEO Director”), who shall initially be Jeffrey B. Kindler, 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. To ; (viii) The Company’s Chief Scientific Officer (the extent “CSO Director”), who shall initially be James N. Campbell, M.D., provided that if for any reason the CSO Director shall cease to serve as the Chief Scientific Officer of clauses 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 (aix) Subject to Sections 4.1(b)(i) through (c) above shall not be applicableviii), any member individual designated by the Board, three of the Board who would otherwise have been designated in accordance with the terms thereof which individuals shall instead initially be voted upon by all the Holders of the Company entitled to vote thereon in accordance withDaniel N. Mendelson, 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.Joseph R.