Common use of Board Designees Clause in Contracts

Board Designees. After the Closing Date, the Company agrees that it will appoint to its Board of Directors two directors designated in writing by OurCrowd Digital Health L.P. (such designee and as such designee may be replaced as provided herein, the “Designee”) within five days of such designation. The Board of Directors shall appoint two (2) Designees to serve as members of the Company’s Nominating and Corporate Governance Committee, provided that such appointments comply with the rules of the applicable Trading Market and that such Designees remain members of the Board of Directors, and provided further that the Nominating and Corporate Governance Committee shall consist of four (4) members and that any deadlock will be cured by a majority vote of the full Board of Directors. From the date hereof until the date that is the 24 month anniversary of the Closing, or the 36 month anniversary of the Closing in the event of a Purchaser Directed Investment, the Company shall continue to recommend to its stockholders that it elect the two of the Designees to serve as directors on the Company’s Board. Thereafter, subject to the paragraph below, for so long as OurCrowd Digital Health L.P. (i) retains beneficial ownership of at least thirteen (13%) of the issued and outstanding shares of the Company’s Common Stock then the Company shall continue to recommend to its stockholders that it elect the two of the Designees to serve as directors on the Company’s Board, and (ii) retains at beneficial ownership of at least five percent (5%) of the issued and outstanding shares of the Company’s Common Stock, then the Company shall continue to recommend to its stockholders that it elect one of the Designees to serve as a director on the Company’s Board. The Company further agrees that it will not take action to remove, or recommend the removal of, the Designee without cause therefore. Upon any removal or resignation of the Designee, the Company shall, within five days of the receipt of written notice from OurCrowd Digital Health L.P. of the identification of a replacement designee, appoint to fill the vacancy so created with such replacement designee subject to the paragraph below. The Designee, once a Director of the Company, shall be entitled to all of the rights enjoyed by other non-employee Directors of the Company, including receipt of information, reimbursement of expenses and coverage under applicable director and officer insurance policies. Further, OurCrowd Digital Health L.P. agrees that it will not propose any individual as the Designee to be a member of the Company’s Board of Directors whose background does not comply with or would disqualify the Company from complying with (i) applicable securities laws, (ii) contractual obligations to and rules of Trading Market and (iii) the criteria for directors set forth in the then current charter of the Company’s Nominating Committee, and will not disqualify the Company from being able to conduct any public offering or private placement pursuant to either Rule 506 (b) or (c) and any “bad boy“ provisions of any state securities laws. To the extent that any Designee who becomes a director and does not satisfy the conditions of the preceding sentence, that person will immediately resign, and OurCrowd Digital Health L.P. will have the right to propose a replacement person to fill such vacancy otherwise in accordance with the terms of this Agreement. For purposes of this Section 4.17, a “Purchaser Directed Investment” means an investment into the Company of at least $10 million, in the form of equity or debt, by a single investor as a direct result of an introduction made by the Purchaser which occurs prior to the 24 month anniversary of the Closing.

Board Designees. After the Closing Date, the Company agrees that it will appoint to its Board of Directors two (2) directors designated in writing by OurCrowd Digital Health L.P. a majority in interest of the Purchasers ((“Designor”) such designee designees and as such designee designees may be replaced as provided herein, the “DesigneeDesignees”) within five days of such designation. The Board of Directors shall appoint two (2) Designees to serve as members of the Company’s Nominating and Corporate Governance Committee, provided that such appointments comply with the rules of the applicable Trading Market and that such Designees remain members of the Board of Directors, and provided further that the Nominating and Corporate Governance Committee shall consist of four (4) members and that any deadlock will be cured by a majority vote of the full Board of Directors. From the date hereof until the date that is the 24 month anniversary of the Closing, or the 36 month anniversary of the Closing in the event of a Purchaser Directed Investment, the Company shall continue to recommend to its stockholders that it elect the two of the Designees to serve as directors on the Company’s Board. ThereafterFurther, subject to the paragraph below, for so long as OurCrowd Digital Health L.P. Designor beneficially owns (ion a fully converted basis ignoring for such purposes any conversion or exercise limitations that may be applicable) retains beneficial ownership of at least thirteen (13%) 19.90% of the Company issued and outstanding shares of the Company’s Common Stock then the Company shall continue to recommend to its stockholders that it elect the two of the Designees to serve as directors on the Company’s Board, and (ii) retains at beneficial ownership of at least five percent (5%) of the issued and outstanding shares of the Company’s Common Stock, then the Company shall continue to recommend to its stockholders that it elect one both Designees to serve as a directors on the Company’s Board. In the event that the Designor beneficially owns (on a fully converted basis ignoring for such purposes any conversion or exercise limitations that may be applicable) less than 19.90% but more than 9.99% of the Designees Company issued and outstanding Common Stock, then Designor shall have the right to designate only one (1) Designee to the Board, and the Company shall continue to recommend to its stockholders that it elect such Designee to serve as a director on the Company’s Board. The Company further agrees that it will not take action to remove, or recommend the removal of, either Designee (or the Designee single Designee, if applicable) without cause therefore, unless the Designor has lost the right to appoint such Designee as described above. Upon any removal or resignation of a Designee that the DesigneeDesignor has a right to appoint, the Company shall, within five days of the receipt of written notice from OurCrowd Digital Health L.P. Designor of the identification of a replacement designee, appoint to fill the vacancy so created with such replacement designee subject to the paragraph below. The Each Designee, once a Director of the Company, shall be entitled to all of the rights enjoyed by other non-employee Directors of the Company, including receipt of information, reimbursement of expenses and coverage under applicable director and officer insurance policies. Further, OurCrowd Digital Health L.P. Designator agrees that it will not propose any individual as the a Designee to be a member of the Company’s Board of Directors whose background does not comply with or would disqualify the Company from complying with (i) applicable securities laws, (ii) contractual obligations to and rules of Trading Market and (iii) the criteria for directors set forth in the then current charter of the Company’s Nominating Committee, and will not disqualify the Company from being able to conduct any public offering or private placement pursuant to either Rule 506 (b) or (c) and any “”bad boy“ ” provisions of any state securities laws. To the extent that any Designee who becomes a director and does not satisfy the conditions of the preceding sentence, that person will immediately resign, and OurCrowd Digital Health L.P. Designor will have the right to propose a replacement person to fill such vacancy otherwise in accordance with the terms of this Agreement. For purposes The foregoing provisions of this Section 4.17, a “Purchaser Directed Investment” means an investment into 4.17 are subject in all respects to the Company receiving confirmation from the Trading Market (which confirmation the Company will use reasonable efforts to obtain) that such provisions shall not cause the transactions contemplated hereby and by that certain Securities Purchase Agreement for Class C and Class D Units, of at least $10 millioneven date herewith, in to require approval of the form of equity or debt, by a single investor as a direct result of an introduction made by the Purchaser which occurs prior Company’s stockholders pursuant to the 24 month anniversary rules and regulations of the ClosingTrading Market.

Board Designees. After On the Closing Date, the Company agrees that it will initially appoint ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to its Board of Directors two directors designated in writing by OurCrowd Digital Health L.P. (such designee and as such designee may be replaced as provided herein, the “Designee”) within five days of such designation. The Board of Directors shall appoint two (2) Designees to serve as members of the Company’s Nominating and Corporate Governance Committee, provided that such appointments comply with the rules of the applicable Trading Market and that such Designees remain members of the Board of Directors, and provided further that the Nominating and Corporate Governance Committee shall consist of four (4) members and that any deadlock will be cured by a majority vote of the full Board of Directors). From the date hereof until the date that is the 24 month anniversary Purchaser no longer owns 10% of the Closing, or the 36 month anniversary of the Closing in the event of a Purchaser Directed Investmentissued and outstanding Common Shares, the Company and the Company’s Board and Nominating Committee shall continue to recommend to its stockholders that it elect the two of the Designees to serve as directors on the Company’s Board. Thereafter, subject to shareholders that the paragraph below, for so long as OurCrowd Digital Health L.P. (i) retains beneficial ownership of at least thirteen (13%) of the issued and outstanding shares of the Company’s Common Stock then the Company shall continue to recommend to its stockholders that it shareholders elect the two of the Designees to serve as directors on the Company’s Board, and (ii) retains at beneficial ownership of at least five percent (5%) of the issued and outstanding shares of the Company’s Common Stock, then the Company shall continue to recommend to its stockholders that it elect one of the Designees Designee to serve as a director on the Company’s Board. The Company further agrees that it will not take action to remove, or recommend the removal of, the Designee without cause therefore. Upon any removal or resignation of the Designee, the Company shall, within five days of the receipt of written notice from OurCrowd Digital Health L.P. the Purchaser of the identification of a replacement designee, appoint to fill the vacancy so created with such replacement designee subject to the paragraph belowbelow and subject to the mutual agreement of the Company. The Designee, once a Director of the Company, shall be entitled to all of the rights enjoyed by other non-employee Directors of the Company, including receipt of information, reimbursement of expenses and coverage under applicable director and officer insurance policies. Further, OurCrowd Digital Health L.P. the Purchaser agrees that it will not propose any individual as the Designee to be a member of the Company’s Board of Directors whose background does not comply with or would disqualify the Company from complying with (i) applicable securities laws, laws and (ii) contractual obligations to and rules of the Trading Market and (iii) the criteria for directors set forth in the then current charter of the Company’s Nominating CommitteeMarket, and will not disqualify the Company from being able to conduct any public offering or private placement pursuant to either Rule 506 (b) or (c) and any “bad boy“ provisions of any state securities laws. To the extent that any Designee who becomes a director and does not satisfy the conditions of the preceding sentence, that person will immediately resign, and OurCrowd Digital Health L.P. the Purchaser will have the right to propose a replacement person to fill such vacancy otherwise in accordance with the terms of this Agreement. For purposes of this Section 4.17, a “Purchaser Directed Investment” means an investment into the Company of at least $10 million, in the form of equity or debt, by a single investor as a direct result of an introduction made by the Purchaser which occurs prior to the 24 month anniversary of the Closing.