Common use of Board Composition Clause in Contracts

Board Composition. (a) Subject to Section 6.1(b) hereof, each Investor and each Stockholder (including any Permitted Transferees) agrees to vote all of his, her or its shares of the Company's capital stock having voting power (and any other shares over which it exercises voting control) in connection with the election of directors of the Company and to take such other actions as are necessary so as to fix the number of members of the Board of Directors at five (5) and to elect and continue in Office as directors the following: (i) three (3) individuals nominated by the Founder (so long as he owns at least 30% of the issued and outstanding shares of capital stock of the Company) and thereafter by the Stockholders holding not less than a majority of the outstanding shares of Common Stock then held by the Stockholders, at least one of whom shall be the Chief Executive Officer of the Company and another of whom shall not be employed by, or be an Affiliate of, the Company, any Investor or any Stockholder, which individuals shall initially be the Founder, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.; and (ii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series A Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Series A Investor Nominee"); and (iii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series B Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Series B Investor Nominee"). (b) The Company will ensure that meetings of the Board of Directors are held at least four (4) times each year at intervals of not more than four (4) months. The Company shall reimburse each Director for his or her reasonable travel and other reasonable expenses incurred in connection with attending meetings of the Board of Directors or otherwise in connection with his or her service as a member of the Board of Directors. The Amended Charter and By-laws of the Company will provide for exculpation and indemnification of the Directors and limitations on the liability of the Directors to the fullest extent permitted under applicable state law, and the Company shall obtain and maintain reasonable and customary directors' and officers' liability insurance coverage of at least $3,000,000 and otherwise, on terms reasonably satisfactory to the Investors.

Board Composition. (a) Subject to Section 6.1(b) hereofEach Party shall vote all shares of Company Common Stock owned or controlled by such Party, each Investor and each Stockholder (including any Permitted Transferees) agrees whether now owned or hereafter acquired or which such Party may be empowered to vote (together the “Shares”), from time to time and at all times, at each annual or special meeting of his, her stockholders at which an election of directors is held or its shares pursuant to any written consent of the Company's capital stock having voting power (and any other shares over which it exercises voting control) stockholders, in connection with favor of the election of directors of the Company and following persons to take such other actions as are necessary so as to fix the number of members of the Board of Directors at five (5the “Board”) and to elect and continue in Office as directors of the followingCompany: (i) three (3) individuals nominated one individual designated by the Founder (GCP so long as he owns at least GCP holds not fewer than 33.3333% of the outstanding Investor Units (as defined in the Limited Liability Company Agreement of Knight I Parent dated as of even date herewith, as hereafter amended) in Knight I Parent and Knight I Parent holds not fewer than 30% of the issued and outstanding shares of capital stock of the Company) and thereafter by the Stockholders holding Company Common Stock or Greenhill holds directly not less fewer than a majority 10% of the outstanding shares of Company Common Stock then held by the Stockholders, at least one of whom shall be the Chief Executive Officer of the Company and another of whom shall not be employed by, or be an Affiliate of, the Company, any Investor or any StockholderStock, which individuals individual shall initially be the Founder, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.; and (ii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series A Preferred Stock, who shall initially be R▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Series A Investor Nominee"); and▇; (iiiii) one (1) individual nominated three individuals designated by the holders of not less than a majority of the outstanding shares of Series B Preferred Stock, who shall initially be ▇▇▇▇L▇ ▇▇▇▇▇▇, provided (A) L▇ (the "Series B Investor Nominee"). (b) The Company will ensure that meetings of the Board of Directors are held at least four (4) times each year at intervals of not more than four (4) months. The Company shall reimburse each Director for his or her reasonable travel and other reasonable expenses incurred in connection with attending meetings of the Board of Directors or otherwise in connection with his or her service as a member of the Board of Directors. The Amended Charter and By-laws ▇▇▇▇▇▇ remains chief executive officer of the Company will provide for exculpation and indemnification or holds or controls directly or indirectly not fewer than 10% of the Directors and limitations on the liability outstanding shares of Company Common Stock, (B) one of the Directors to the fullest extent permitted under applicable state lawinitial designees shall be L▇ ▇▇▇▇▇▇, and (C) two of the designees shall in all instances qualify as an "independent director" within the meaning of the applicable rules and regulations of the American Stock Exchange or other national stock exchange on which the Company common stock is listed or admitted; and (iii) three individuals designated by R▇▇▇▇▇▇, provided (A) R▇▇▇▇▇▇ remains chairman of the board of the Company or holds or controls directly or indirectly not fewer than 10% of the outstanding shares of Company Common Stock, (B) one of the initial designees is R▇▇▇▇▇▇, and (C) two of the designees shall obtain in all instances qualify as an "independent director" within the meaning of the applicable rules and maintain reasonable and customary directors' and officers' liability insurance coverage regulations of at least $3,000,000 and otherwise, the American Stock Exchange or other national stock exchange on terms reasonably satisfactory to which the InvestorsCompany common stock is listed or admitted.

Board Composition. (a) Subject 2.1. From and after the effective time of this Agreement until the provisions of this Section 2 cease to be effective pursuant to Section 6.1(b) hereof2.6, each Investor and each Stockholder (including any Permitted Transferees) agrees to shall vote all of his, her Securities owned by such Investor or its shares of the Company's capital stock having voting power (and any other shares over which it exercises such Investor has voting control) control and shall take all other necessary or desirable actions within such Investor's control (whether in connection with the election such Investor's capacity as a stockholder, director, member of directors of the Company and to take such other actions as are necessary so as to fix the number of members a committee of the Board of Directors at five (5) and to elect and continue in Office as directors the following: (i) three (3) individuals nominated by the Founder (so long as he owns at least 30% of the issued and outstanding shares of capital stock of the Company) and thereafter by the Stockholders holding not less than a majority of the outstanding shares of Common Stock then held by the Stockholders, at least one of whom shall be the Chief Executive Officer of the Company or otherwise, and another including, without limitation, attendance at meetings in person or by proxy for purposes of whom shall not be employed byobtaining a quorum and execution of written consents in lieu of meetings), or be an Affiliate of, and the Company, any Investor or any Stockholder, which individuals shall initially be the Founder, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.; and (ii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series A Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Series A Investor Nominee"); and (iii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series B Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Series B Investor Nominee"). (b) The Company will ensure that meetings of the Board of Directors are held at least four (4) times each year at intervals of not more than four (4) months. The Company shall reimburse each Director for his take all necessary or her reasonable travel and other reasonable expenses incurred in connection with attending desirable action within its control (including, without limitation, calling special meetings of the Board of Directors or otherwise in connection with his or her service as a member the stockholders of the Company), so that: (a) The authorized number of directors on the Board shall be established and remain at no less than eight directors. (b) The following individuals shall be elected to the Board of Directors of the Company: (i) one representative (the "Investor Group One Director") --------------------------- designated by the holders of the Series A-1 Preferred Stock, the Series A-2 Preferred Stock and the Series A-3 Preferred Stock (collectively, "Investor -------- Group One"); --------- (ii) one representative (the "Investor Group Two Director") --------------------------- designated by the holders of the Series A-4 Preferred Stock and the Series A-5 Preferred Stock (collectively, "Investor Group Two"); ------------------ (iii) the Chief Executive Officer of the Corporation; (iv) the Chairman of the Board of Directors. The Amended Charter and By-laws the Corporation; (v) two persons who shall be physicians that are associated with the investigative research sites of the Company will provide for exculpation and indemnification of the Directors and limitations on the liability of the Directors to the fullest extent permitted under applicable state law, and the Company Company; and (vi) two persons who shall obtain and maintain reasonable and customary directors' and officers' liability insurance coverage of at least $3,000,000 and otherwise, on terms reasonably satisfactory to the Investorsbe Independent Directors.

Board Composition. (a) Subject to Section 6.1(b) hereof, each Each Investor and each Stockholder (including any Permitted Transferees) agrees to vote or act with respect to all shares of hisCompany capital stock now or hereafter directly or indirectly acquired (of record or beneficially) by such Investor, her or its shares in such manner as may be necessary to elect (and maintain in office) as members of the Company's capital stock having voting power (and any other shares over which it exercises voting control) in connection with the election of directors of the Company and to take such other actions as are necessary so as to fix the number of members of the ’s Board of Directors at five (5) and to elect and continue in Office as directors Directors, the followingfollowing individuals: (iA) three two (32) individuals nominated designated by the Founder (so long as he owns at least 30% of the issued and outstanding shares of capital stock of the Company) and thereafter by the Stockholders holding not less than a majority of the outstanding shares of Common Stock then held by the Stockholders, at least one of whom shall be the Chief Executive Officer holders of the Company Series A-1 Preferred Stock, Series B-1 Preferred Stock, and another of whom shall not be employed bySeries C-1 Preferred Stock (each an “Existing Investors’ Designee”), or be an Affiliate ofvoting together as a single class, from time to time, through the Company, any Investor or any Stockholder, which individuals shall initially be the Founder, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.; andcoordination by Taiwan Special Opportunities Fund III (“TSOF”); (iiB) one (1) individual nominated designated by the majority of holders of not less than a majority of the outstanding shares of Series A D-1 Preferred Stock, who voting together as a single class, from time to time, whereby such director shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ designated by TSOF (the "Series A Investor Nominee"“TSOF Designee”); and; (iiiC) one (1) individual nominated designated by the majority of holders of not less than a majority of the outstanding shares of Series B D-1 Preferred Stock, who voting together as a single class, from time to time, whereby such director shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ designated by Sirenza Microdevices, Inc. (“SMDI”) (the "Series B Investor Nominee").“SMDI Designee”) so long as SMDI holds at least 12% of the shares of Company capital stock then outstanding, measured on a primary shares basis; (bD) The Company will ensure that meetings one (1) individual designated by the majority of holders of the Series D-1 Preferred Stock, voting together as a single class, from time to time, whereby such director shall be designated by Opcom Holdings Limited (“Opcom”) (the “Opcom Designee”); and (E) two (2) individuals designated by the majority of holders of the Series D-1 Preferred (each a “Series D-1 Designee”), voting together as a single class, from time to time, whereby such directors shall be initially selected from among the Corporation’s management team and outside members, including industry experts, and each shall be subject to the prior consent of TSOF and an Existing Investors’ Designee. For purposes of this Agreement: (i) any individual who is designated for election to the Company’s Board of Directors are held at least four pursuant to the foregoing provisions of this Section 2.5(a) is hereinafter referred to as a “Board Designee”; and (4ii) times each year at intervals any individual, entity, or group of not individuals and/or entities who has the right to designate one or more than four (4) months. The Company shall reimburse each Director Board Designees for his or her reasonable travel and other reasonable expenses incurred in connection with attending meetings of election to the Company’s Board of Directors or otherwise in connection with his or her service pursuant to the foregoing provisions of this Section 2.5(a) is hereinafter referred to as a member of the Board of Directors. The Amended Charter and By-laws of the Company will provide for exculpation and indemnification of the Directors and limitations on the liability of the Directors to the fullest extent permitted under applicable state law, and the Company shall obtain and maintain reasonable and customary directors' and officers' liability insurance coverage of at least $3,000,000 and otherwise, on terms reasonably satisfactory to the Investors“Designator” or as “Designators,” as applicable.

Board Composition. (a) Subject The Company shall not, prior to Section 6.1(b) hereof, each Investor and each Stockholder (including any Permitted Transferees) agrees to vote all of his, her or its shares the registration of the Company's capital stock having voting power (and any other shares over which it exercises voting control) in connection Common Stock owned by the Investor with the SEC, increase the size of its Board of Directors to more than five (5) members unless Mr. Joseph Tate decides to become a director in additi▇▇ ▇▇ ▇▇▇ Investor's director nominee as described below, in which event the Board of Directors shall have no more than seven (7) members. The Board of Directors shall nominate one designee selected by the Investor for election of directors of the Company and to take such other actions as are necessary so as to fix the number of members of the Board of Directors at five (5) and to elect and continue in Office as directors the following: (i) three (3) individuals nominated by the Founder (so long as he owns at least 30% of the issued and outstanding shares of capital stock each annual meeting of the Company) 's shareholders, and thereafter shall recommend the election of such designee to the Company's shareholders; provided, however, that in the event that Mr. Joseph Tate is designated by the Stockholders holding not less than a majority of the outstanding shares of Common Stock then held by the Stockholders, at least one of whom shall be the Chief Executive Officer of the Company and another of whom shall not be employed by, or be an Affiliate of, the Company, any Investor or any Stockholder, which individuals shall initially be the Founder, ▇▇in addition to ▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.; and (ii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series A Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇nee for nomination by the Board of Directors for election to the Board of Directors, then the Board of Directors shall nominate two designees (one of which shall be Mr. Joseph Tate) selected by the Investor for election to t▇▇ (the "Series A Investor Nominee"); and (iii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series B Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ (ectors at each annual meeting of the "Series B Investor Nominee")Company's shareholders, and shall recommend the election of such designees to the Company's shareholders; provided further, however, that the Investor's designee(s) must be qualified to serve as a director of an issuer subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. (b) The Company will ensure that meetings of Investor's right to nominate designees to the Company's Board of Directors are held at least four pursuant to this Section 8.18 shall continue until such time as: (4i) times each year at intervals the Investor effectuates, in one or a series of not more transactions, a transfer of Common Stock owned by the Investor whereby the number of shares of Common Stock owned by the Investor after such transfer is less than four seventy-five percent (475%) months. The Company shall reimburse each Director for his or her reasonable travel and other reasonable expenses incurred in connection with attending meetings of the number of shares of Common Stock owned by the Investor before the transfer, at which time the Investor's right to nominate designees to the Company's Board of Directors will be reduced to the right to nominate one (1) designee; or (ii) the Investor effectuates, in one or otherwise in connection with his or her service as a member series of transactions, a transfer of shares of Common Stock whereby the number of shares of Common Stock owned by the Investor after the transfer is less than fifty percent (50%) of the number of shares of Common Stock owned by the Investor before the transfer, at which such time the Investor's right to nominate designees to the Company's Board of Directors. The Amended Charter and By-laws of Directors will be eliminated; or (iii) the Company will provide for exculpation and indemnification of Common Stock owned by the Directors and limitations on Investor shall have been registered with the liability of the Directors to the fullest extent permitted under applicable state law, and the Company shall obtain and maintain reasonable and customary directors' and officers' liability insurance coverage of at least $3,000,000 and otherwise, on terms reasonably satisfactory to the InvestorsSEC.

Board Composition. (a) Subject to Section 6.1(b) hereof, each Investor and each Stockholder (including any Permitted Transferees) Each Member agrees to vote all of his, her or its shares of the Company's capital stock having voting power Units and shall take all other necessary or desirable actions within his, her or its control (and any other shares over which it exercises voting control) whether in connection with the election of directors his, her or its capacity as a Member, Director, or officer of the Company or otherwise, and to 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 such other all necessary or desirable actions as are necessary within its control (including calling special Board meetings and meetings of the Members), so as to fix that, from and after the Effective Date, (1) the authorized number of members of Directors shall be established and, subject to the Board of adjustments in Section 5.1(c)(ii), maintained at nine (9) Directors at five and (52) and the following persons shall be appointed to elect and continue in Office as directors the followingBoard: (i) three four (34) individuals nominated Directors (each, a “Non-Walgreens Director” and, collectively, the “Non-Walgreens Directors”) appointed by the Founder (so long as he owns at least 30% of the issued and outstanding shares of capital stock of the Company) and thereafter by the Stockholders Founders holding not less than a majority of the outstanding shares of Common Stock then Unit Equivalents held by all Founders (the Stockholders“Appointing Founders”), at least one of whom who initially shall be the Chief Executive Officer of the Company and another of whom shall not be employed by, or be an Affiliate of, the Company, any Investor or any Stockholder, which individuals shall initially be the Founder, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; and provided that: (iii) prior to the Qualified IPO, at least one (1) individual nominated by the holders of not less than a majority of the outstanding shares Non-Walgreens Directors shall be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of Series A Preferred Stockthe Company or the VMD Corporation, as applicable, are then traded) and the Appointing Founders shall consult with Walgreens regarding the identity of such Non-Walgreens Director (and such Non-Walgreens Director shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇, who shall be the Company’s initial Lead Independent Director); (ii) prior to the Qualified IPO, the Founders shall delegate their authority hereunder such that one of the Non-Walgreens Directors shall be a designee of Kinnevik (who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇) and, after the Qualified IPO, such designee shall no longer be a designee of Kinnevik and at least two (2) of the "Series A Investor Nominee")Non-Walgreens Directors shall be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) and the Appointing Founders shall consult with Walgreens regarding the identity of such Non-Walgreens Directors; and (iii) at any time that the Founders own, in the aggregate at least 50% but less than 75% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the number of Non-Walgreens Directors appointed by the Appointing Founders shall be reduced to three (3) Directors (one (1) individual nominated of whom shall be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded)); (iv) at any time that the Founders own, in the aggregate, at least 25% but less than 50% of the Unit Equivalents owned by the holders Founders in the aggregate as of not one hundred eighty (180) days from the date hereof, the number of Non-Walgreens Directors appointed by the Appointing Founders shall be reduced to two (2) Directors; (v) at any time that the Founders own, in the aggregate, at least 10% but less than 25% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the number of Non-Walgreens Directors appointed by the Appointing Founders shall be reduced to one (1) Director; (vi) at any time that the Founders own, in the aggregate, less than 10% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the Appointing Founders shall cease to have a right to appoint any Directors; and (vii) upon the Founders no longer being entitled to appoint any number of Directors as set forth in this Section 5.1(c)(i), the Non-Walgreens Members holding a majority of the outstanding shares Voting Unit Equivalents shall be entitled to appoint such Directors to the Board under the same independence and consultation requirements set forth in clauses (i) and (ii) above until a Qualified IPO, after which such Directors shall be nominated and elected by the Board and Members or the board of Series B Preferred Stockdirectors and stockholders of VMD Corporation, as applicable; and (ii) five (5) Directors appointed by Walgreens (each, a “Walgreens Director” and, collectively, the “Walgreens Directors”), who initially shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and four (4) other individuals selected by Walgreens who shall be subject to the approval of the Nominating and Corporate Governance Committee; provided that: (i) the then-current Chief Executive Officer of Walgreens Parent shall be one of the Walgreens Directors, initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ; (ii) at least three (3) such Walgreens Directors must be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) (the "Series B Investor Nominee"“Independent Walgreens Directors”). ; (biii) The Company will ensure that meetings Walgreens shall consult with the then current Chairman regarding the identity of the Board of Directors are held Independent Walgreens Directors; (iv) at any time that Walgreens and/or its Affiliates directly or indirectly own at least 40% of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than 50% of the aggregate voting power of the Company or the VMD Corporation, as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to four (4) times each year Directors (two (2) of whom must be Independent Walgreens Directors); (v) at intervals of not more than four (4) months. The Company shall reimburse each Director for his any time after a Specified Walgreens Change in Control or her reasonable travel and other reasonable expenses incurred in connection with attending meetings any time that Walgreens and/or its Affiliates directly or indirectly holds at least 30% of the Board of Directors or otherwise in connection with his or her service as a member of the Board of Directors. The Amended Charter and By-laws aggregate voting power of the Company will provide for exculpation and indemnification or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than 40% of the aggregate voting power of the Company or the VMD Corporation, as applicable, the number of Walgreens Directors and limitations that Walgreens shall be entitled to appoint shall be reduced to three (3) Directors (one (1) of whom must be an Independent Walgreens Director); (vi) at any time that Walgreens and/or its Affiliates directly or indirectly holds at least 10% of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the liability ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than 30% of the Directors to of the fullest extent permitted under applicable state law, and aggregate voting power of the Company or the VMD Corporation, as applicable, the number of Walgreens Directors that Walgreens shall obtain be entitled to appoint shall be reduced to one (1) Director; (vii) at any time that Walgreens and/or its Affiliates directly or indirectly holds less than 10% of the of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, Walgreens shall cease to have a right to appoint any Directors; and maintain reasonable and customary directors' and officers' liability insurance coverage (viii) upon an Event of at least $3,000,000 and otherwiseDefault (as defined in the Walgreens Note) under Section 5(a) of the Note, on terms reasonably satisfactory the number of Walgreens Directors that Walgreens shall be entitled to the Investors.appoint shall be reduced to one (1)

Board Composition. (aA) Subject to Section 6.1(b) hereof, each Each Investor and each Stockholder (including any Permitted Transferees) agrees to vote all of his, her or its shares of the Company's capital stock now owned or hereafter acquired having voting power (and any other shares over which he, she or it exercises voting control) in connection with the election of directors of the Company and to take such other actions as are necessary so as to fix the number of members of the Board of Directors at five a maximum of ten (510) and to elect and continue in Office office as directors the followinga director: (iI) three one (31) individuals nominated by individual representing the Founder (holders of Series A Preferred Stock, so long as he owns at least 30% twenty-five percent (25%) of the issued and outstanding shares of capital stock Series A Preferred Stock purchased pursuant to the Series A Purchase Agreement remain outstanding, who shall be nominated by Sigma and who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Sigma Representative"); (II) two (2) individuals representing the holders of Series B Preferred Stock, so long as at least twenty-five percent (25%) of the Company) and thereafter by the Stockholders holding not less than a majority of the outstanding shares of Common Series B Preferred Stock then held by purchased pursuant to the StockholdersSeries B Purchase Agreement remain outstanding, at least one of whom shall be the Chief Executive Officer of the Company nominated by Globespan and another one of whom shall not be employed by, or be an Affiliate of, the Company, any Investor or any Stockholder, which individuals nominated by CRP and who shall initially be the Founder, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ (the "Series B Representatives" and, together with the Sigma Representative, the "Investor Representatives"); (III) two (2) individuals nominated by a majority-in-interest of the Stockholders so long as either at least five percent (5%) of the Company's capital stock (calculated on a fully diluted basis) is held by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and his Permitted Transferees or ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ is employed by the Company, who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.; and (ii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series A Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Series A Investor NomineeStockholder Representatives"); and (iiiIV) one (1) individual nominated as to any remaining directors, individuals who shall be outside industry representatives not affiliated with the Company or any Investor, who shall qualify as independent directors under all relevant public company standards and who shall be approved by the holders of not less than a majority of the outstanding shares directors of Series B Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ the Company (the "Series B Investor NomineeOutside Directors"). (bB) The Company will ensure that meetings Each Investor and each Stockholder agrees to vote all of his, her or its shares of the Company's capital stock now owned or hereafter acquired having voting power (and any other shares over which he, she or it exercises voting control) for the (x) removal of (i) the Sigma Representative upon the request of Sigma, (ii) one or both of the Series B Representatives upon the request of Globespan and/or CRP, or (iii) a Stockholder Representative upon the request of a majority-in-interest of the Stockholders, and (y) for the election to the Board of Directors are held at least four of the Company of a substitute nominated by Sigma, Globespan and CRP, or a majority-in-interest of the Stockholders in accordance with the above provisions. Each Investor and each Stockholder further agrees to vote all of his, her or its shares of the Company's capital stock now owned or hereafter acquired having voting power (and any other shares over which he, she or it exercises voting control) in such manner as shall be necessary or appropriate to ensure that any vacancy on the Board of Directors of the Company occurring for any reason shall be filled only in accordance with the provisions of this Section 4. (C) times each year at intervals of not more than four (4) months. The Company shall reimburse pay each Director for his or her reasonable travel and other reasonable expenses incurred in connection with attending meetings of the Board of Directors or otherwise in connection with his or her service services as a member of the Board of Directors, including attending meetings of any committees of the Board of Directors. The Amended Charter Certificate of Incorporation and By-laws of the Company will provide for exculpation and indemnification of the Directors and limitations on the liability of the Directors to the fullest extent permitted under applicable state law, and the Company shall obtain and maintain reasonable and customary directors' and officers' liability insurance coverage of at least $3,000,000 and otherwise, on terms reasonably satisfactory to the Investors.

Board Composition. ‌ (a) Subject The Board shall be composed of a maximum of 6 (six) Directors, subject to Section 6.1(bthe provisions of this Agreement.‌ (b) hereofNotwithstanding Clause 3.3(a), each Investor and each Stockholder till such time as the SCI Shareholder Group holds at least 5% (including any Permitted Transfereesfive percent) agrees to vote all of his, her or its shares of the Company's capital stock having voting power Share Capital (on a Fully Diluted Basis) the SCI Shareholder Group shall have the right to nominate 1 (one) Director (“Existing Investor Director”) on the Board, in the manner set out in this Clause 3. It being clarified that upon the SCI Shareholder Group ceasing to hold at least 5% (five percent) of the Share Capital (on a Fully Diluted Basis), the SCI Shareholder Group shall not have the right to nominate any Director on the Board.‌ (c) Notwithstanding Clause 3.3(a), till such time as the CC Shareholder Group holds at least 5% (five percent) of the Share Capital (on a Fully Diluted Basis), the CC Shareholder Group shall have the right to nominate 1 (one) Director (“CC Investor Director”) on the Board, in the manner set out in this Clause 3. It being clarified that upon the CC Shareholder Group ceasing to hold at least 5% (five percent) of the Share Capital (on a Fully Diluted Basis), the CC Shareholder Group shall not have the right to nominate any Director on the Board.‌ (d) Notwithstanding Clause 3.3(a), till such time as the New Investor Group holds at least 5% (five percent) of the Share Capital (on a Fully Diluted Basis), New Investor Group shall collectively have the right to nominate 1 (one) Director (“New Investor Director”) on the Board, in the manner set out in this Clause 3. It being clarified that upon the New Investor Group ceasing to hold at least 5% (five percent) of the Share Capital (on a Fully Diluted Basis), the New Investor Group shall not have the right to nominate any Director on the Board. (e) The Existing Investor Director, CC Investor Director and New Investor Director shall collectively be referred to as the “Investor Directors”. (f) Notwithstanding Clause 3.3(a), till such time as the Promoter Shareholder Group holds at least 11% (eleven percent) of the Share Capital (on a Fully Diluted Basis), the Promoter Shareholder Group shall have the right to nominate 2 (two) Directors (each a “Promoter Director”) on the Board in the manner laid down in this Clause 3, and the right to nominate 1 (one) Director, as long as the Promoter Shareholder Group holds at least 5% (five percent) of the Share Capital, on a Fully Diluted Basis. Notwithstanding the foregoing, it is agreed that upon the Promoter Shareholder Group ceasing to hold at least 5% (five percent) of the Share Capital (on a Fully Diluted Basis), the Promoter Shareholder Group shall not have the right to nominate any other shares over which it exercises voting controlDirector on the Board. (g) in connection 1 (one) independent director may also be nominated to the Board with the election of directors consent of the Company Promoter and the Investor Shareholder Groups, subject to take such other actions the provisions of this Agreement.‌ (h) The Persons nominated as are necessary so Directors under Clause 3.3(b), Clause 3.3(c), Clause 3.3(d), and Clause 3.3(g) above shall be qualified to be appointed as to fix the number of members of the Board of Directors at five (5) and to elect and continue in Office as directors the following:accordance with applicable Law. (i) three In addition to the foregoing, till such time as each of New Investor Group (3acting jointly), Existing Investor, and Bisque (including their respective its Affiliates) individuals nominated by the Founder (so long as he owns respectively hold at least 305% (five percent) of the issued Share Capital (on a Fully Diluted Basis), each of New Investor Group , Existing Investor, and outstanding shares of capital stock of Bisque shall have the Companyright to nominate 1 (one) and thereafter by observer, to attend meetings in the Stockholders holding not less than a majority of the outstanding shares of Common Stock then held by the Stockholders, at least one of whom shall be the Chief Executive Officer of the Company and another of whom shall not be employed by, or be an Affiliate of, the Company, any Investor or any Stockholder, which individuals shall initially be the Founder, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.; and (ii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series A Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Series A Investor Nominee"); and (iii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series B Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Series B Investor Nominee"). (b) The Company will ensure that meetings of the Board of Directors are held at least four (4) times each year at intervals of not more than four (4) months. The Company shall reimburse each Director for his or her reasonable travel and other reasonable expenses incurred manner set out in connection with attending meetings of the Board of Directors or otherwise in connection with his or her service as a member of the Board of Directors. The Amended Charter and By-laws of the Company will provide for exculpation and indemnification of the Directors and limitations on the liability of the Directors to the fullest extent permitted under applicable state lawthis Clause 3, and the Company shall obtain permit one such observer of each of Bisque (“CC Shareholder Observer”), New Investor Group (“New Investor Observer”), the Existing Investor (the “Existing Investor Observer”) (the CC Shareholder Observer, New Investor Observer, and maintain reasonable the Existing Investor Observer being collectively referred to as the “Observers”) to attend all the Board meetings and customary directors' meetings of all committees thereof, of the Company and officers' liability insurance coverage its Subsidiaries (whether in person, telephonic or otherwise) in a non-voting, observer capacity and shall provide to the respective Observer, concurrently with the members of the Board and in the same manner, notice of such meeting and a copy of all materials provided to such members. It being clarified that upon any of New Investor Group, the Existing Investor, Bisque (including their respective Affiliates) ceasing to hold at least $3,000,000 5% (five percent) of the Share Capital (on a Fully Diluted Basis), such Investor (as the case may be) shall not have the right to nominate any Observer. (j) The Observer shall act as an observer and otherwisenot as an agent, on terms reasonably satisfactory to proxy holder or legal representative of the Investorsrelevant Investor.

Board Composition. (a) Subject The Board will initially consist of up to Section 6.1(b) hereof, each Investor and each Stockholder (including any Permitted Transferees) agrees to vote all of his, her or its shares of the Company's capital stock having voting power (and any other shares over which it exercises voting control) in connection with the election of directors of the Company and to take such other actions as are necessary so as to fix the number of members of the Board of Directors at five (5) and Directors to elect and continue in Office be designated as directors the followingfollows: (i) three (3) individuals nominated by the Founder (For so long as he owns Krakoff and its Permitted Transferees (x) own at least 3050% of the issued Convertible Preferred Units (on an as-converted basis) owned by it on the Closing Date, Krakoff shall be entitled to appoint up to two (2) Directors, and outstanding shares of capital stock (y) own at least 25% of the CompanyConvertible Preferred Units (on an as-converted basis) and thereafter owned by it on the Stockholders holding not less than a majority of the outstanding shares of Common Stock then held by the StockholdersClosing Date, at least one of whom Krakoff shall be entitled to appoint up to one (1) Director (the Chief Executive Officer of the Company and another of whom shall not be employed by, or be an Affiliate of, the Company, any Investor or any Stockholder, which individuals shall initially be the Founder, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.; and“Krakoff Directors”); (ii) For so long as the Co-Investors and their Permitted Transferees together (x) own at least 50% of the Convertible Preferred Units (on an as-converted basis) owned by them collectively on the Closing Date, the Co-Investors representing a majority in interest of the Membership Units held by the Co-Investors shall be entitled to appoint collectively up to two (2) Directors, and (y) own at least 25% of the Convertible Preferred Units (on an as-converted basis) owned by them collectively on the Closing Date, the Co-Investors representing a majority in interest of the Membership Units held by the Co-Investors shall be entitled to appoint up to one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series A Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ Director (the "Series A “Co-Investor Nominee"Directors”); and (iii) For so long as the Co-Investors and Krakoff each own at least 25% of the Convertible Preferred Units (on an as-converted basis) owned by each of them, respectively, on the Closing Date, they shall be entitled to appoint one (1) individual nominated Director by mutual agreement of Krakoff and the holders Co-Investors (acting collectively) (the “Independent Director”). For the avoidance of not less than a majority doubt, if, during any period of time, either of the outstanding shares Co-Investors’ or Krakoff’s holding of Series B Convertible Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Series B Investor Nominee"). (b) The Company will ensure that meetings Units falls below 25% of the Board Convertible Preferred Units (on an as-converted basis) owned by each of Directors are held at least four (4) times each year at intervals of not more than four (4) months. The Company shall reimburse each Director for his or her reasonable travel and other reasonable expenses incurred in connection with attending meetings of the Board of Directors or otherwise in connection with his or her service as a member of the Board of Directors. The Amended Charter and By-laws of the Company will provide for exculpation and indemnification of the Directors and limitations them, respectively, on the liability of the Directors to the fullest extent permitted under applicable state lawClosing Date, and the Company shall obtain have no Independent Director during such period and maintain reasonable the mandate of an Independent Director previously appointed shall terminate accordingly and customary directors' and officers' liability insurance coverage automatically. The names of at least $3,000,000 and otherwisethe initial Directors are set forth on Schedule C hereto, on terms reasonably satisfactory which shall be amended from time to time to reflect any change in the InvestorsDirectors (without the consent of any Member being required therefor).

Board Composition. (a) Subject to Section 6.1(b) hereof, each Investor and each Stockholder (including any Permitted Transferees) agrees to vote all of his, her or its shares of the Company's capital stock having voting power (and any other shares over which it exercises voting control) in connection with the election The number of directors of the Company shall be as set forth in the By-laws of the Company, and the Stockholders agree to vote all of their respective shares, and to take such other actions as are necessary necessary, so as to fix the number of members of the Board of Directors directors at five no more than eight (58) directors initially, subject to increase to nine (9) and directors as provided herein. The Stockholders agree to vote their respective shares as follows: (a) The Preferred Investors shall vote as a class to elect and continue in Office two directors as directors the followingfollows: (i) three one (31) individuals individual nominated by the Founder BancBoston Ventures Inc. (so long as he owns at least 30% of the issued and outstanding shares of capital stock of the Company) and thereafter by the Stockholders holding not less than a majority of the outstanding shares of Common Stock then held by the Stockholders"BancBoston"), at least one of whom shall be the Chief Executive Officer of the Company and another of whom shall not be employed by, or be an Affiliate of, the Company, any Investor or any Stockholder, which individuals who shall initially be the Founderbe, and is duly elected hereby, ▇▇▇▇▇ ▇▇▇▇▇▇ (the "BancBoston Nominee"), and hereafter such individual as shall be designated by BancBoston; and (ii) one (1) individual nominated by GCC Investments, Inc. ("GCC"), who shall initially be, and is duly elected hereby, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "GCC Nominee"), and hereafter such individual as shall be designated by GCC. (b) The Stockholders, including the Preferred Investors, shall vote together as one class to elect the remaining six (6) of the directors, as follows: (i) one (1) individual nominated by the Founding Stockholders, who shall initially be ▇▇.; and▇▇▇ ▇. Queen; (ii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series A Preferred StockBurr, Egan, Deleage & Co., and its Affiliates ("BEDCO"), who shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; (iii) one (1) individual nominated by EOS Partners, L.P., SBIC, who shall initially be ▇▇▇▇ ▇. ▇▇▇▇▇▇; (iv) one (1) individual nominated by Kingdon Associates, L.P., and its Affiliates, who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; (v) one (1) individual nominated by Associated RT, Inc., who shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Series A Investor Nominee")▇▇; and (iiivi) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series B Preferred StockClass A Common Stock issued under the Stock Purchase Agreement dated November 14, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ 1995 by and between the Company and the parties identified therein (the "Series B Investor Nominee1995 Stock Purchase Agreement"). ; provided, however, that upon receipt by Toronto Dominion or an Affiliate thereof of its Small Business Investment Company license from the SBA (bthe "T-D SBIC"), the holders of a majority of the Shares issued to Toronto Dominion under the 1995 Stock Purchase Agreement and held by such T-D SBIC shall have the right to nominate any one individual to be a director in lieu of any person previously designated to fill such remaining directorship. Notwithstanding any provision herein, Toronto Dominion shall not have the right to transfer to any third party its right to nominate a Director under this Section 5.1(b) The Company will ensure that meetings without the affirmative vote of a majority of the members of the Board of Directors are held at least four (4) times each year at intervals of not more other than four (4) months. The Company shall reimburse each Director for his any directors nominated by, or her reasonable travel and other reasonable expenses incurred representing, Toronto Dominion), if such transfer is made in connection with attending meetings a transfer by Toronto Dominion of its Shares under Section 3.1(f) hereof. (c) As soon as the Board of Directors, in its sole discretion, has identified a director candidate who is not an Affiliate of either the Company or any of the Stockholders and who has operating experience in the Company's industry (the "Outside Nominee"), but in any event no later than June 30, 1997, the Stockholders hereby agree that the Board of Directors or otherwise shall thereupon be increased to nine (9) and agree to vote their respective Shares for such additional Director in connection with his or her service as a member favor of the Board of Directors. The Amended Charter and By-laws Outside Nominee or such successor or replacement individual as shall be designated from time to time by a majority of the Company will provide for exculpation and indemnification of the other Directors and limitations on the liability of the Directors to the fullest extent permitted under applicable state law, and the Company shall obtain and maintain reasonable and customary directors' and officers' liability insurance coverage of at least $3,000,000 and otherwise, on terms reasonably satisfactory to the Investorsdesignated hereunder.

Board Composition. (a) Subject to Section 6.1(b) hereof, each Investor and each Stockholder (including any Permitted Transferees) Each party hereto agrees to vote all of his, her or its such Stockholder's shares of voting securities in the Company's capital stock having voting power (and any other shares over , whether now owned or hereafter acquired or which it exercises voting control) in connection with the election of directors of the Company such party may be empowered to vote, and to take such other actions as are action with respect thereto (including, without limitation, the giving of consents), from time to time and at all times, in whatever manner shall be necessary so as to fix the number of members of ensure (i) the Board shall be comprised of Directors at five (5) individuals, and (ii) that all of the following Persons shall serve from time to elect and continue in Office time as directors of the followingCompany: (ia) three (3) individuals nominated by the Founder (so long as he owns at least 30% of the issued and outstanding shares of capital stock of the Company) and thereafter by the Stockholders holding not less than a majority of the outstanding shares of Common Stock then held by the Stockholders, at least one of whom shall be the Chief Executive Officer of the Company and another of whom shall not be employed by, or be an Affiliate of, the Company, any Investor or any Stockholder, which individuals shall initially be the Founder, L. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. (provided he is an executive officer of the Company or owns any shares of capital stock of the Company); (b) one (1) individual designated by the holders of a majority in interest of the Common Stock held by the Management Holders, such individual is, as of the date hereof, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (c) two (2) individuals designated by the holders of a majority in interest of the shares of Common Stock purchased under the Series A Purchase Agreement by the Series A Investors (the “Preferred Directors”), which individuals are, as of the date hereof, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇; and (d) one (1) individual designated by L. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. and approved by holders of a majority in interest of the Stock Units, such approval not to be unreasonably withheld, which individual is, as of the date hereof, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.▇, to serve for the term provided in the Company's Bylaws (the “5th Director”); and provided however, that from and after the date that is one year following his appointment as the 5th Director, the holders of a majority in interest of the Stock Units may either re- designate the 5th Director or designate a new 5th Director which director shall be subject to the consent of the remaining members of the Board (ii) one (1) individual nominated which consent shall not be unreasonably withheld). If a majority of the remaining members of the Board do not approve the initial new 5th Director designated by the holders of a majority in interest of the Stock Units, such holders shall designate a second 5th Director. If the second 5th director is not less than approved by a majority of the outstanding shares remaining members of Series A Preferred Stockthe Board, who then such holders shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ submit a list of four potential 5th directors (which list may include the "Series A Investor Nominee"); and (iii) one (1) individual nominated first two 5th Directors previously rejected by the holders members of not less than the Board), and a majority of the outstanding shares of Series B Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Series B Investor Nominee"). (b) The Company will ensure that meetings remaining members of the Board of Directors are held at least four (4) times each year at intervals of not more than four (4) months. The Company shall reimburse each select the 5th Director for his or her reasonable travel and other reasonable expenses incurred in connection with attending meetings of the Board of Directors or otherwise in connection with his or her service as a member of the Board of Directors. The Amended Charter and By-laws of the Company will provide for exculpation and indemnification of the Directors and limitations on the liability of the Directors to the fullest extent permitted under applicable state law, and the Company shall obtain and maintain reasonable and customary directors' and officers' liability insurance coverage of at least $3,000,000 and otherwise, on terms reasonably satisfactory to the Investorsfrom such list.

Board Composition. (a) Subject to Section 6.1(b) hereof, each Investor and each Stockholder (including any Permitted Transferees) Each party hereto agrees to vote all of his, her or its such Stockholder's shares of voting securities in the Company's capital stock having voting power (and any other shares over , whether now owned or hereafter acquired or which it exercises voting control) in connection with the election of directors of the Company such party may be empowered to vote, and to take such other actions as are action with respect thereto (including, without limitation, the giving of consents), from time to time and at all times, in whatever manner shall be necessary so as to fix the number of members of ensure (i) the Board shall be comprised of Directors at five (5) individuals (except as contemplated by Section 7.2), and (ii) that all of the following Persons shall serve from time to elect and continue in Office time as directors of the followingCompany: (ia) three L. Charles Moncla, Jr. (3) individuals nominated by the Founder (so long as provided he owns at least 30% of the issued and outstanding shares of capital stock of the Company) and thereafter by the Stockholders holding not less than a majority of the outstanding shares of Common Stock then held by the Stockholders, at least one of whom shall be the Chief Executive Officer of the Company and another of whom shall not be employed by, or be is an Affiliate of, the Company, any Investor or any Stockholder, which individuals shall initially be the Founder, ▇▇▇▇▇ ▇▇▇▇ and executive ▇▇▇▇▇▇▇ ▇. ▇ ▇▇▇ ▇▇▇▇▇, ▇▇.; andpany or owns any shares of capital stock of the Company); (iib) one (1) individual nominated designated by the holders of not less than a majority in interest of the outstanding Common Stock held by the Management Holders, such individual to be determined by the Management Holders following the date hereof; (c) two (2) individuals designated by the holders of a majority in interest of the shares of Series A Common Stock purchased under the Purchase Agreement by the Investors (the “Preferred StockDirectors”), who which individuals shall initially be José Feliciano and Colin Leonard; and (d) one (▇) ▇▇▇▇▇▇▇▇▇▇ desig▇▇▇▇▇ ▇▇ ▇. ▇harles Moncla, Jr. and approved by holders of a ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇st of the Stock Units, such approval not to be unreasonably withheld, which individual shall be Richard L. Crandall, to serve for the term provi▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇'s Bylaws (the "Series A Investor Nominee"“5th Director”); and provided however, that from and after the date that is one year following his appointment as the 5th Director, the holders of a majority in interest of the Stock Units may either re-designate the 5th Director or designate a new 5th Director which director shall be subject to the consent of the remaining members of the Board (iii) one (1) individual nominated which consent shall not be unreasonably withheld). If a majority of the remaining members of the Board do not approve the initial new 5th Director designated by the holders of a majority in interest of the Stock Units, such holders shall designate a second 5th Director. If the second 5th director is not less than approved by a majority of the outstanding shares remaining members of Series B Preferred Stockthe Board, who then such holders shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ submit a list of four potential 5th directors (which list may include the "Series B Investor Nominee"first two 5th Directors previously rejected by the members of the Board). (b) The Company will ensure that meetings , and a majority of the remaining members of the Board of Directors are held at least four (4) times each year at intervals of not more than four (4) months. The Company shall reimburse each select the 5th Director for his or her reasonable travel and other reasonable expenses incurred in connection with attending meetings of the Board of Directors or otherwise in connection with his or her service as a member of the Board of Directors. The Amended Charter and By-laws of the Company will provide for exculpation and indemnification of the Directors and limitations on the liability of the Directors to the fullest extent permitted under applicable state law, and the Company shall obtain and maintain reasonable and customary directors' and officers' liability insurance coverage of at least $3,000,000 and otherwise, on terms reasonably satisfactory to the Investors.from such list; and

Board Composition. The Parties agree that: (a) Subject the Minority Holder(s) (acting in accordance with Section 10.7(c)) shall have the right to nominate for election to the Company Board: (i) for so long as it has Company Percentage Ownership of at least fifteen per cent. (15%), up to two (2) members of the Company Board, and, in the case of the Trawlers Parties (unless the Trawlers Parties are the Majority Holder), such designees must not be considered a United States citizen or resident (as defined in Rule 405 of Regulation C under the Securities Act and Rule 3b-4 under the Exchange Act); and (ii) for so long as it has Company Percentage Ownership of at least ten per cent. (10%) but less than fifteen per cent. (15%), up to one (1) member of the Company Board and, in the case of the Trawlers Parties (unless the Trawlers Parties are the Majority Holder), such designee must not be considered a United States citizen or resident (as defined in Rule 405 of Regulation C under the Securities Act and Rule 3b-4 under the Exchange Act); (b) the Majority Holder (if any) (acting in accordance with Section 6.1(b10.7(c)) hereofshall have the right to nominate for election the remaining members of the Company Board and determine the size of the Company Board (subject to the requirements of Section 3.1(a)); (c) for so long as a Shareholder has nomination rights pursuant to Sections 3.1(a) or 3.1(b) above, (i) the Company agrees that it shall nominate for election at its annual meeting of shareholder each Investor such Person designated by the Majority Holder or the Minority Holder (and shall recommend, support and solicit proxies for the election of each Stockholder (including any Permitted Transferees) agrees to vote all of hissuch Person, her or its shares in the same manner as it recommends, supports and solicits proxies for the election of the Company's capital stock having voting power ’s other director nominees) and (and any other shares over which it exercises voting controlii) in connection with the election of directors each of the Company and Shareholders shall vote in favor of the nominee or nominees of the other Shareholder(s); (d) the Minority Holder(s) (acting in accordance with Section 10.7(c)) shall have the right to take such other actions as are necessary so as to fix the number of appoint: (i) two (2) members of the Board of Directors at five (5) and to elect and continue in Office as directors the following: (i) three (3) individuals nominated by the Founder (so long as he owns at least 30% of the issued and outstanding shares of capital stock of the Company) and thereafter by the Stockholders holding not less than a majority of the outstanding shares of Common Stock then held by the Stockholders, at least one of whom shall be the Chief Executive Officer each Subsidiary of the Company (each a “Subsidiary Board” and another of whom shall not be employed bytogether with the Company Board, or be an Affiliate of, the Company, any Investor or any Stockholder, which individuals shall initially be the Founder, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.a “Board”); and (ii) for so long as it has Company Percentage Ownership of at least ten per cent. (10%) but less than fifteen per cent. (15%), up to one (1) individual nominated by member of each Subsidiary Board, and the holders Company shall procure the appointment of not less than a majority of the outstanding shares of Series A Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Series A Investor Nominee"such member(s); and (iiie) one the Majority Holder (1if any) individual nominated by (acting in accordance with Section 10.7(c)) shall have the holders right to nominate for election the remaining members of not less than a majority all Subsidiary Boards and determine the size of such Subsidiary Boards (subject to the outstanding shares requirements of Series B Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Series B Investor Nominee"Section 3.1(d)). (b) The Company will ensure that meetings of the Board of Directors are held at least four (4) times each year at intervals of not more than four (4) months. The Company shall reimburse each Director for his or her reasonable travel and other reasonable expenses incurred in connection with attending meetings of the Board of Directors or otherwise in connection with his or her service as a member of the Board of Directors. The Amended Charter and By-laws of the Company will provide for exculpation and indemnification of the Directors and limitations on the liability of the Directors to the fullest extent permitted under applicable state law, and the Company shall obtain and maintain reasonable and customary directors' and officers' liability insurance coverage of at least $3,000,000 and otherwise, on terms reasonably satisfactory to the Investors.

Board Composition. (a) Subject to Section 6.1(b) hereof, each Investor and each Stockholder (including any Permitted Transferees) Each Member agrees to vote all of his, her or its shares of the Company's capital stock having voting power Units and shall take all other necessary or desirable actions within his, her or its control (and any other shares over which it exercises voting control) whether in connection with the election of directors his, her or its capacity as a Member, Director, or officer of the Company or otherwise, and to 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 such other all necessary or desirable actions as are necessary within its control (including calling special Board meetings and meetings of the Members), so as to fix that, from and after the Effective Date, (1) the authorized number of members of Directors shall be established and, subject to the Board of adjustments in Section 5.1(c)(ii), maintained at nine (9) Directors at five and (52) and the following persons shall be appointed to elect and continue in Office as directors the followingBoard: (i) three four (34) individuals nominated Directors (each, a “Non-Walgreens Director” and, collectively, the “Non-Walgreens Directors”) appointed by the Founder (so long as he owns at least 30% of the issued and outstanding shares of capital stock of the Company) and thereafter by the Stockholders Founders holding not less than a majority of the outstanding shares of Common Stock then Unit Equivalents held by all Founders (the Stockholders“Appointing Founders”), at least one of whom who initially shall be the Chief Executive Officer of the Company and another of whom shall not be employed by, or be an Affiliate of, the Company, any Investor or any Stockholder, which individuals shall initially be the Founder, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; and provided that: (iii) prior to the Qualified IPO, at least one (1) individual nominated by the holders of not less than a majority of the outstanding shares Non-Walgreens Directors shall be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of Series A Preferred Stockthe Company or the VMD Corporation, as applicable, are then traded) and the Appointing Founders shall consult with Walgreens regarding the identity of such Non-Walgreens Director (and such Non-Walgreens Director shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇, who shall be the Company’s initial Lead Independent Director); (ii) prior to the Qualified IPO, the Founders shall delegate their authority hereunder such that one of the Non-Walgreens Directors shall be a designee of Kinnevik (who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇) and, after the Qualified IPO, such designee shall no longer be a designee of Kinnevik and at least two (2) of the "Series A Investor Nominee")Non-Walgreens Directors shall be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) and the Appointing Founders shall consult with Walgreens regarding the identity of such Non-Walgreens Directors; and (iii) at any time that the Founders own, in the aggregate at least 50% but less than 75% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the number of Non-Walgreens Directors appointed by the Appointing Founders shall be reduced to three (3) Directors (one (1) individual nominated of whom shall be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded)); (iv) at any time that the Founders own, in the aggregate, at least 25% but less than 50% of the Unit Equivalents owned by the holders Founders in the aggregate as of not one hundred eighty (180) days from the date hereof, the number of Non-Walgreens Directors appointed by the Appointing Founders shall be reduced to two (2) Directors; (v) at any time that the Founders own, in the aggregate, at least 10% but less than 25% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the number of Non-Walgreens Directors appointed by the Appointing Founders shall be reduced to one (1) Director; (vi) at any time that the Founders own, in the aggregate, less than 10% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the Appointing Founders shall cease to have a right to appoint any Directors; and (vii) upon the Founders no longer being entitled to appoint any number of Directors as set forth in this Section 5.1(c)(i), the Non-Walgreens Members holding a majority of the outstanding shares Voting Unit Equivalents shall be entitled to appoint such Directors to the Board under the same independence and consultation requirements set forth in clauses (i) and (ii) above until a Qualified IPO, after which such Directors shall be nominated and elected by the Board and Members or the board of Series B Preferred Stockdirectors and stockholders of VMD Corporation, as applicable; and (ii) five (5) Directors appointed by Walgreens (each, a “Walgreens Director” and, collectively, the “Walgreens Directors”), who initially shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and three (3) other individuals selected by Walgreens after the Effective Date who shall be subject to the approval of the Nominating and Corporate Governance Committee; provided that: (i) the then-current Chief Executive Officer of Walgreens Parent shall be one of the Walgreens Directors, initially ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (ii) at least three (3) such Walgreens Directors must be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) (the "Series B Investor Nominee"“Independent Walgreens Directors”) (and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall initially be deemed to be an Independent Walgreens Director). ; (biii) The Company will ensure that meetings Walgreens shall consult with the then current Chairman regarding the identity of the Board of Directors are held Independent Walgreens Directors; (iv) at any time that Walgreens and/or its Affiliates directly or indirectly own at least 40% of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than 50% of the aggregate voting power of the Company or the VMD Corporation, as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to four (4) times each year Directors (two (2) of whom must be Independent Walgreens Directors); (v) at intervals of not more than four (4) months. The Company shall reimburse each Director for his any time after a Specified Walgreens Change in Control or her reasonable travel and other reasonable expenses incurred in connection with attending meetings any time that Walgreens and/or its Affiliates directly or indirectly holds at least 30% of the Board of Directors or otherwise in connection with his or her service as a member of the Board of Directors. The Amended Charter and By-laws aggregate voting power of the Company will provide for exculpation and indemnification or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than 40% of the Directors and limitations on the liability aggregate voting power of the Company or the VMD Corporation, as applicable, the number of Walgreens Directors that Walgreens shall be entitled to the fullest extent permitted under applicable state law, and the Company appoint shall obtain and maintain reasonable and customary directors' and officers' liability insurance coverage be reduced to three (3) Directors (one (1) of whom must be an Independent Walgreens Director); (vi) at any time that Walgreens and/or its Affiliates directly or indirectly holds at least $3,000,000 and otherwise, on terms reasonably satisfactory to 10% of the Investors.aggregate

Board Composition. For so long as the Investors and their Affiliates collectively continue to beneficially own, directly or indirectly, Notes and/or shares of Class A Common Stock representing at least the following numbers of shares of Class A Common Stock (assuming conversion of all of the Notes into shares of Class A Common Stock), in each case subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like: (A) greater than or equal to 49,304,578 (the “25% Threshold”), (B) greater than or equal to 39,443,662 (the “20% Threshold”), (C) greater than or equal to 29,582,747 (the “15% Threshold”), (D) greater than or equal to 19,721,831 (the “10% Threshold”) or (E) greater than or equal to 9,860,916 (the “Required Threshold” and, collectively with the 25% Threshold, the 20% Threshold, the 15% Threshold and the 10% Threshold, the “Designation Thresholds”), Investors holding a majority of the voting rights then held by the Investors (assuming conversion of all of the Notes into shares of Class A Common Stock) (the “Investor Majority”) shall have the right, but not the obligation, with respect to each applicable Designation Threshold: (a) Subject to Section 6.1(b) hereofhave, each Investor and each Stockholder (including any Permitted Transferees) agrees to vote at all of histimes, her or its shares of the Company's capital stock having voting power (and any other shares over which it exercises voting control) in connection with the election of directors of the Company and to take such other actions as are necessary so as to fix the number of Investor Designees (as defined below) set forth in Sections 1.2(a)(i) to 1.2(a)(v) with respect to each Designation Threshold below (such number, as applicable, the “Designated Number”) be members of the Board of Directors at Board: (i) 25% Threshold: five (5) and to elect and continue in Office as directors the following: Investor Designees; (iii) 20% Threshold: four (4) Investor Designees; (iii) 15% Threshold: three (3) individuals nominated by the Founder Investor Designees; (so long as he owns at least 30iv) 10% of the issued Threshold: two (2) Investor Designees; and outstanding shares of capital stock of the Company(v) and thereafter by the Stockholders holding not less than a majority of the outstanding shares of Common Stock then held by the Stockholders, at least one of whom shall be the Chief Executive Officer of the Company and another of whom shall not be employed by, or be an Affiliate of, the Company, any Investor or any Stockholder, which individuals shall initially be the Founder, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.; and (ii) Required Threshold: one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series A Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Series A Investor Nominee")Designee; and (iii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series B Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Series B Investor Nominee"). and (b) The Company will ensure that meetings of the Board of Directors are held at least four (4) times each year at intervals of not more than four (4) months. The Company shall reimburse each Director to designate for his or her reasonable travel and other reasonable expenses incurred in connection with attending meetings of the Board of Directors or otherwise in connection with his or her service as a member of the Board of Directors. The Amended Charter and By-laws of the Company will provide for exculpation and indemnification of the Directors and limitations on the liability of the Directors election to the fullest extent permitted under applicable state lawBoard, and the Company shall obtain and maintain reasonable and customary directors' and officers' liability insurance coverage of at least $3,000,000 and otherwise, on terms reasonably satisfactory include such designees as nominees for election to the Investors.Board at all of the Company’s applicable annual or special meetings of stockholders of the Company (or consents

Board Composition. (a) Subject to Section 6.1(b) hereof, each Each Investor and each Stockholder (including any including, for purposes of this Section 4.1, each Permitted TransfereesTransferee) agrees to vote all of his, her or its shares of the Company's capital stock of the Company having voting power (and any other shares over which it exercises voting control) ), to the extent it holds such voting stock at the relevant time, in connection with the election of directors of Directors to elect and continue in the Company and office as Directors nine (9) individuals, subject to take such other actions as are necessary so as to fix the number of members of the Board of Directors at five (5) Section 4.2 below, and to elect and continue in Office office as directors Directors the following: (ia) three (3) individuals nominated by the Founder (for so long as he each such individual owns at least 30% ten percent (10%) of the issued and outstanding shares of fully-diluted capital stock of the Company) and thereafter by the Stockholders holding not less than a majority of the outstanding shares of Common Stock then held by the Stockholders, at least one of whom shall be the Chief Executive Officer of the Company and another of whom shall not be employed byWill▇▇▇ ▇. ▇▇▇▇, or be an Affiliate of, the Company, any Investor or any Stockholder, which individuals shall initially be the Founder, ▇▇eg ▇▇▇▇▇▇▇ ▇▇▇▇ and Tom ▇▇▇▇▇ (▇▇e "Stockholder Nominees"); (b) as provided in Article IV of the Company's Amended and Restated Certificate of Incorporation, for so long as the Investors shall hold (i) shares of Preferred Stock or (ii) shares of Common Stock issued upon conversion of such shares of Preferred Stock representing in the aggregate at least ten percent (10%) of the fully-diluted capital stock of the Company, one (1) individual nominated by TA Associates, Inc. on behalf of the Investors identified as "TA Investors" on the signature pages hereto, one (1) individual nominated by Summit Partners, LLC on behalf of the Investors identified as "Summit Investors" on the signature pages hereto, and one (1) individual nominated by a Two Thirds Interest of the Investors, who shall initially be Bruc▇ ▇. ▇▇▇▇▇, ▇▇.; and (ii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series A Preferred Stock, who shall initially be ia▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ one individual to be named later by the Proxy Holders (as defined in Section 4.4 below), respectively (the "Series A Investor NomineeNominees"); and; (iiic) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series B Preferred Stock, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Series B Investor Nominee"). (b) The Company will ensure that meetings of the Board of Directors are held at least four (4) times each year at intervals of not more than four (4) months. The Company shall reimburse each Director for his or her reasonable travel and other reasonable expenses incurred in connection with attending meetings of the Board of Directors or otherwise in connection with his or her service as is a member of the Board Company's management team (the "Management Nominee") nominated by holders of Directorsa majority-in-interest of the then outstanding Common Stock and Preferred Stock (on an as converted basis); and (d) two (2) non-employee directors as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), who are not, and have not been in the previous three years, either an Associate (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) of, vendor (or employed by a vendor) to or person with a direct contractual relationship with, either Proxy Holder (as defined in Section 4.4 below) or any Stockholder or any of the Stockholders' Affiliates ("Independent Director Nominees") nominated by holders of a majority-in-interest of the then outstanding Common Stock and Preferred Stock (on an as converted basis). The Amended Charter If and Byto the extent that any of the Stockholder Nominees holds less than ten percent (10%) of the fully-laws diluted capital stock of the Company, such individual shall no longer be entitled to be a Director of the Company will provide for exculpation and indemnification the holders of a majority-in-interest of the Directors then outstanding Common Stock and limitations on the liability Preferred Stock shall be entitled to nominate an additional Independent Director Nominee in accordance with subparagraph (d) above. Each of the Directors to the fullest extent permitted under applicable state law, Management Nominees and the Company Independent Director Nominees shall obtain and maintain reasonable and customary directors' and officers' liability insurance coverage be reasonably acceptable to a Two Thirds Interest of at least $3,000,000 and otherwise, on terms reasonably satisfactory to the Investors. If at any time the Investors hold Common Stock representing, in the aggregate, less than ten percent (10%) of the fully-diluted capital stock of the Company, the Investors shall no longer be entitled to nominate the Investor Nominees and the holders of a majority-in-interest of the then outstanding Common Stock and Preferred Stock shall be entitled to nominate three (3) additional Independent Director Nominees in accordance with subparagraph (d) above.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares 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, the following persons shall be elected to the Board: (a) Subject to Section 6.1(bFor as long as CHL Medical Partners III, L.P. and CHL Medical Partners III Side Fund, L.P. (collectively, “CHL Medical Partners”) hereof(i) collectively hold on an as-converted, each Investor and each Stockholder fully diluted basis at least ten percent (including any Permitted Transferees10%) agrees to vote all of his, her or its shares of the Company's ’s capital stock having voting power stock, or (and any other shares over which it exercises voting controlii) in connection with the election of directors of the Company and to take such other actions as are necessary so as to fix the number of members of the Board of Directors at five (5) and to elect and continue in Office as directors the following: if clause (i) three (3) individuals nominated by is not applicable, if such Stockholders participated in the Founder (so long as he owns Notes offering made pursuant to the Purchase Agreement and continues to hold at least 30% of the issued seven and outstanding shares of capital stock one half percent (7.5%) of the Company’s capital stock on an as-converted, fully diluted basis, one individual ( the “CHL Designee”) and thereafter designated by the Stockholders holding not less than a majority of the outstanding shares of Common Stock then held by the Stockholders, at least one of whom shall be the Chief Executive Officer of the Company and another of whom shall not be employed by, or be an Affiliate of, the Company, any Investor or any StockholderCHL Medical Partners, which individuals individual shall initially be the Founder, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇; (b) For as long as Versant Venture Capital III, L.P. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇Versant Side Fund III, ▇▇.; and L.P. (collectively, “Versant Ventures”) (i) collectively hold on an as-converted, fully diluted basis at least ten percent (10%) of the Company’s capital stock, or (ii) if clause (i) is not applicable, if such Stockholders participated fully in the Notes offering made pursuant to the Purchase Agreement and continues to hold at least seven and one half percent (17.5%) individual nominated by the holders of not less than a majority of the outstanding shares of Series A Preferred StockCompany’s capital stock on an as-converted, who fully diluted basis, one individual (the “Versant Designee”) designated by Versant Ventures, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇; (c) For so long as jVen Capital, LLC (“jVen Capital”) and the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Individual Retirement Account (the "“▇▇▇▇▇▇▇▇▇ ▇▇▇”) (i) collectively hold on an as-converted, fully diluted basis at least ten percent (10%) of the Company’s capital stock, or (ii) if clause (i) is not applicable, if such Stockholders participated fully in the Notes offering made pursuant to the Purchase Agreement and continues to hold at least seven and one half percent (7.5%) of the Company’s capital stock on an as-converted, fully diluted basis, one individual (the “jVen Designee”) designated by jVen Capital and the ▇▇▇▇▇▇▇▇▇ ▇▇▇, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇; (d) For so long as ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Group, Inc. (“▇▇▇▇▇▇ & ▇▇▇▇▇▇”) (i) holds on an as-converted, fully diluted basis at least ten percent (10%) of the Company’s capital stock, or (ii) if clause (i) is not applicable, if such Stockholder participated fully in the Notes offering made pursuant to the Purchase Agreement and continues to hold at least seven and one half percent (7.5%) of the Company’s capital stock on an as-converted, fully diluted basis, one individual (the “▇▇▇▇▇▇ & ▇▇▇▇▇▇ Designee”), which individual shall initially be ▇▇▇▇▇ Ushio; (e) The Company’s Chief Executive 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 Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer 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; (f) One individual (the “Common Stock Director”) elected by a majority of the then outstanding Common Stock and Series A Investor Nominee"Preferred Stock, voting together as a single class on an as-converted to Common Stock basis, provided that in the event that jVen Capital and the ▇▇▇▇▇▇▇▇▇ ▇▇▇ are no longer eligible to elect the jVen Designee, there shall be two Common Stock Directors who shall be appointed as set forth in this subparagraph (f); and (iiig) one For as long as ▇▇▇▇▇ ▇▇▇▇▇ Biomedical Fund I Limited Partnership or ▇▇▇▇▇ ▇▇▇▇▇ OpGen Holdings, Inc. (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series B Preferred Stockcollectively, who shall initially be “▇▇▇▇▇ ▇▇▇▇▇”) (i) holds on an as-converted, fully diluted basis at least ten percent (10%) of the Company’s capital stock, or (ii) if clause (i) is not applicable, if such Stockholder participated fully in the Notes offering made pursuant to the Purchase Agreement and continues to hold at least seven and one half percent (7.5%) of the Company’s capital stock on an as-converted, fully diluted basis, one individual (the “▇▇▇▇▇ ▇▇▇▇▇ Designee”) designated by ▇▇▇▇▇ ▇▇▇▇▇, which individual shall initially be ▇▇▇▇▇▇ ▇’▇▇▇▇▇. The rights set forth in Section 1.2(a) through (d) and Section 1.2(g) will continue as long as such Stockholder maintains ownership of (1) at least 10% of the "outstanding capital stock of the Company on an as-converted, fully diluted basis or (2) the Notes (or, if any of the Notes are converted into Series B Investor Nominee"). A Preferred Stock, the Series A Preferred Stock issued upon such conversion) and at least 7.5% of the outstanding capital stock of the Company on an as-converted, fully diluted basis. All percentages set forth in this Section 1.2 shall be subject to adjustment for stock splits, combinations or similar transactions. To the extent that any of clauses (ba) The Company will ensure that meetings through (g) above shall not be applicable, any member or observer of the Board of Directors are held at least four (4) times each year at intervals of not more than four (4) months. The Company who would otherwise have been designated in accordance with the terms thereof shall reimburse each Director for his or her reasonable travel and other reasonable expenses incurred in connection with attending meetings of instead be voted upon by all the Board of Directors or otherwise in connection with his or her service as a member of the Board of Directors. The Amended Charter and By-laws stockholders of the Company will provide for exculpation and indemnification of the Directors and limitations on the liability of the Directors entitled to the fullest extent permitted under applicable state lawvote thereon in accordance with, and pursuant to, the Company shall obtain and maintain reasonable and customary directors' and officers' liability insurance coverage of at least $3,000,000 and otherwise, on terms reasonably satisfactory to the InvestorsCompany’s Restated Certificate.