Common use of Board Representation Clause in Contracts

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. (a) Subject at all times to Sections 2(bEffective on the date hereof, the Board shall be comprised of eight (8) Directors of whom: (i) three (3) shall be designees of the Investor Stockholders (the "Investor Representatives"), (ii) one (1) shall be the designee of ITI (the "ITI Representative"), (iii) one (1) shall be the designee of Casty (the "Casty Representative"), (iv) one (1) shall be jointly designated by ITI and Casty (the "Joint Representative") and 3(n(v) hereintwo (2) shall be Independent Directors acceptable to the Investor Stockholders, during ITI and Casty (with such consents not to be unreasonably withheld or delayed) (the period beginning "Independent Representatives") and who, commencing with the election of Directors at the closing next annual meeting of stockholders, has been elected by the holders of a majority of the IPO until outstanding Voting Securities. The initial Investor Representatives shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. Lama and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the earliest of (a) initial ITI Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the twelfth anniversary initial Casty Representative shall be ▇▇▇▇▇▇ ▇▇▇▇▇, the initial Joint Representative shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and the initial Independent Representatives shall be ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. If, at any time, ITI and Casty are unable to agree upon the designation of the date Joint Representative, the Joint Representative shall be designated by ▇▇▇▇ ▇▇▇▇▇▇. For purposes hereof, each of the closing two Series A Preferred Directors (as defined in the Series A Certificate of Designation) and the Series B Preferred Director (as defined in the Series B Certificate of Designation) shall each count as one of the IPO; three Investor Representatives. (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the The Company shall support the nomination of, and take such action as may be required under applicable law (i) to cause the Board to consist of the number of Directors specified in clause (or the nominating committee thereofa), subject (ii) to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended by the Board the Investor Representatives, the ITI Representative, the Casty Representative, the Joint Representative and the Independent Representatives (collectively, the "Representatives"), and (iii) to cause the Representatives to be duly appointed in accordance with the foregoing and, in the case of the Investor Representatives, in accordance with the Series A Certificate of Designation or the Series B Certificate of Designation, as the case may be. The Company agrees to use its reasonable best efforts to cause the election of the Representatives to the Company’s stockholders for election Board, including nominating such individuals to be elected as directors Directors as provided herein. (c) Each of the Company Investor Stockholders and the Stockholders agrees to vote, or act by written consent with respect to any Voting Securities beneficially owned by him or it, at each annual or special meeting of the Company’s stockholders of the Company at which directors Directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary to cause the Representatives designated by the others in accordance with the terms of this Agreement to be elected to the Board and agrees to use his or its reasonable best efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as Directors. (an “Election Meeting”)d) In the event that a vacancy is created at any time by the death, one disability, retirement, resignation or removal (1with or without cause) person of any Representative, the remaining Directors and the Company shall cause the vacancy created thereby to be filled by a new designee of the party or parties that designated such Director as soon as possible, who is designated in the manner specified in this Section 2.1. Each of the Company, Investor Stockholders and the Stockholders hereby agrees to take, at any time and from time to time time, all actions necessary to accomplish the same. Upon the written request of any party who is entitled to designated a Representative, each of the Investor Stockholders and Stockholders shall vote, or act by written consent with respect to all Voting Securities beneficially owned by him or it and otherwise take or cause to be taken all actions necessary to remove any Director designated by such party. Unless, any party who is entitled to designate a Representative shall otherwise request in writing, none of the others shall take any action to cause the removal of any Director designated by the mutual former. (e) Each of the Company, the Investor Stockholders and the Stockholders agrees not to take any action that would cause the number of Directors constituting the entire Board to be other than eight (8) without the written consent of each other party. (f) The covenants and agreements set forth herein shall be subject to the Investors (an “Investor Designee”); provided that, fiduciary obligations of the Company shall have no obligation to support the nomination of Representatives now or cause hereafter serving on the Board of Directors and shall not prevent the Representatives now or hereafter serving on the Board from taking any action or refraining to include take any action while acting in the slate capacity as a Director of nominees recommended to the Company’s . The foregoing shall not limit the obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders for election as directors of the Company hereunder. (g) The Company has hired an executive search firm to help locate two new Independent Representatives who will serve as Independent Representative instead of Messrs. ▇▇▇▇▇ and Delhougne. After the Company has located such Independent Representatives acceptable to the Investor Designee if the Investors already have an Investor Designee serving as a director on the Board Stockholders, ITI and Casty, each of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is Stockholders and the Stockholders agree to take all actions reasonably required by applicable law promptly after the Company requests such information from the Investors, and will necessary to cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements all of fiduciary duties under applicable lawsuch actions described in Section 2.1(c) hereof), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. (a) Subject at all times to Sections 2(bEffective on the date hereof, the Board shall, except as otherwise provided below, be comprised of seven (7) Directors of whom: (i) two (2) shall be designees of the Investor Stockholders (the "Investor Representatives"), (ii) one (1) shall be a designee of ITI (the "ITI Representative"), (iii) one (1) shall be a designee of Casty (the "Casty Representative"), (iv) one (1) shall be jointly designated by ITI and Casty (the "Joint Representative") and 3(n(v) hereinthe others shall be Independent Directors acceptable to the Investor Stockholders (with such consent not to be unreasonably withheld) who, during commencing with the period beginning election of Directors at the closing next annual meeting of stockholders, have been elected by the holders of a majority of the IPO until outstanding Voting Securities. The initial Investor Representatives shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. Lama, the earliest initial ITI Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the initial Casty Representative shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and the initial Joint Representative shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇. If, at any time, ITI and Casty are unable to agree upon the designation of a Joint Representative, the Joint Representative shall be designated by ▇▇▇▇ ▇▇▇▇▇▇. Notwithstanding the foregoing, at such time as an Independent Director acceptable to the Investor Stockholders (awith such consent not to be unreasonably withheld) and the twelfth anniversary holders of a majority of the date outstanding Voting Securities held by the Stockholders has been elected to the Board, the Investor Stockholders shall only be entitled to designate one Investor Representative, and the Investor Stockholders shall thereafter, as promptly as practicable, take all action necessary to cause one of the closing Investor Representatives to resign from the Board. For purposes hereof, the Series A Preferred Director (as defined in the Certificate of Designation) shall count as one of the IPO; two Investor Representatives. (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the The Company shall support the nomination of, and take such action as may be required under applicable law (i) to cause the Board to consist of the number of Directors specified in clause (or the nominating committee thereofa), subject (ii) to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended by the Board the Investor Representatives, the ITI Representative, the Casty Representative and the Joint Representative (collectively, the "Representatives"), with the remaining Directors to be Independent Directors acceptable to the Company’s stockholders for Investor Stockholders (with such acceptance not to be unreasonably withheld) and (iii) to cause the Investor Representatives to be duly appointed in accordance with the foregoing and the Certificate of Designation. The Company agrees to use its reasonable best efforts to cause the election as directors of the Company Representatives to the Board, including nominating such individuals to be elected as Directors as provided herein. (c) Each of the Investor Stockholders, ITI and Casty agrees to vote, or act by written consent with respect to any Voting Securities beneficially owned by him or it, at each annual or special meeting of the Company’s stockholders of the Company at which directors Directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary to cause the Representatives designated by the others in accordance with the terms of this Agreement to be elected to the Board and agrees to use his or its reasonable best efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as Directors. (an “Election Meeting”)d) In the event that a vacancy is created at any time by the death, one disability, retirement, resignation or removal (1with or without cause) person of any Representative, the remaining Directors and the Company shall cause the vacancy created thereby to be filled by a new designee of the party or parties that designated such Director as soon as possible, who is designated in the manner specified in this Section 2.1. Each of the Company, each Investor Stockholders, ITI and Casty hereby agrees to take, at any time and from time to time time, all actions necessary to accomplish the same. Upon the written request of the Investor Stockholders, ITI and/or Casty, as the case may be, each of the others shall vote, or act by written consent with respect to all Voting Securities beneficially owned by him or it and otherwise take or cause to be taken all actions necessary to remove any Director designated by the mutual former. Unless the Investor Stockholders, ITI and/or Casty, as the case may be, shall otherwise request in writing, none of the others shall take any action to cause the removal of any Director designated by the former. (e) Without the written consent of the Investors (an “Investor Designee”); provided thatStockholders, each of the Company shall have no obligation Company, ITI and Casty agrees not to support the nomination of or take any action that would cause the Board number of Directors constituting the entire Board to include be other than seven (7). (f) The covenants and agreements set forth herein shall be subject to the fiduciary obligations of the designees of the Investor Stockholders, ITI and Casty now or hereafter serving on the Board and shall not prevent the designees of the Investor Stockholders, ITI or Casty now or hereafter serving on the Board from taking any action or refraining to take any action while acting in the slate capacity as a Director of nominees recommended to the Company’s . The foregoing shall not limit the obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyhereunder. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. (a) Subject at all times to Sections 2(bEffective on the date hereof, the Board shall be comprised of seven (7) Directors of whom: (i) three (3) shall be designees of the Investor Stockholders (the "Investor Representatives"), (ii) one (1) shall be the designee of ITI (the "ITI Representative"), (iii) one (1) shall be the designee of Casty (the "Casty Representative"), (iv) one (1) shall be an Independent Director designated by the Investor Stockholders (the "Investor Independent Representative") and 3(n(v) hereinone (1) shall be an Independent Director acceptable to the Investor Stockholders, during Casty and ITI (with such consents not to be unreasonably withheld or delayed) (the period beginning at "Independent Representative"). The initial Investor Representatives shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. Lama and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the closing initial ITI Representative shall be Shalom, the initial Casty Representative shall be Eidelstein, the initial Investor Independent Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and the initial Independent Representative shall be ▇▇▇▇▇▇ ▇▇▇▇▇. For purposes hereof, each of the IPO until three Investor Representatives and the earliest of (a) the twelfth anniversary Investor Independent Representative shall count as one of the date four Preferred Directors (as defined in the Certificates of the closing of the IPO; Designation). (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the The Company shall support the nomination of, and take such action as may be required under applicable law (i) to cause the Board to consist of the number of Directors specified in clause (or the nominating committee thereofa), subject (ii) to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended by the Board the Investor Representatives, the ITI Representative, the Casty Representative, the Investor Independent Representative and the Independent Representative (collectively, the "Representatives"), and (iii) to cause the Representatives to be duly appointed in accordance with the foregoing and, in the case of the Investor Representatives, in accordance with the Certificates of Designation. The Company agrees to use its reasonable best efforts to cause the election of the Representatives to the Company’s stockholders for election Board, including nominating such individuals to be elected as directors Directors as provided herein. (c) Each of the Company Investor Stockholders and the Stockholders agrees to vote, or act by written consent with respect to any Voting Securities beneficially owned by him or it, at each annual or special meeting of the Company’s stockholders of the Company at which directors Directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary to cause the Representatives designated by the others in accordance with the terms of this Agreement to be elected to the Board and agrees to use his or its reasonable best efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as Directors. (an “Election Meeting”)d) In the event that a vacancy is created at any time by the death, one disability, retirement, resignation or removal (1with or without cause) person of any Representative, the remaining Directors and the Company shall cause the vacancy created thereby to be filled by a new designee of the party or parties that designated such Director as soon as possible, who is designated in the manner specified in this Section 2.1. Each of the Company, Investor Stockholders and the Stockholders hereby agrees to take, at any time and from time to time time, all actions necessary to accomplish the same. Upon the written request of any party who is entitled to designate a Representative, each of the Investor Stockholders and Stockholders shall vote, or act by written consent with respect to all Voting Securities beneficially owned by him or it and otherwise take or cause to be taken all actions necessary to remove any Director designated by such party. Unless, any party who is entitled to designated a Representative shall otherwise request in writing, none of the others shall take any action to cause the removal of any Director designated by the mutual former. (e) Each of the Company, the Investor Stockholders and the Stockholders agrees not to take any action that would cause the number of Directors constituting the entire Board to be other than the number provided in Section 2.1(a) without the written consent of each other party entitled to designate a Representative. (f) The covenants and agreements set forth herein shall be subject to the Investors (an “Investor Designee”); provided that, fiduciary obligations of the Company shall have no obligation to support the nomination of Representatives now or cause hereafter serving on the Board of Directors and shall not prevent the Representatives now or hereafter serving on the Board from taking any action or refraining to include take any action while acting in the slate capacity as a Director of nominees recommended to the Company’s . The foregoing shall not limit the rights or obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyhereunder. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. (a) Subject at all times to Sections 2(bEffective on the date hereof, the Board shall, except as otherwise provided below, be comprised of seven (7) and 3(nDirectors of whom: (i) herein, during the period beginning at the closing two (2) shall be designees of the IPO until Investor Stockholders (the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares"Investor Representatives"), or (cii) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person shall be a designee of ITI (the "ITI Representative"), (iii) one (1) shall be a designee of Casty (the "Casty Representative"), (iv) one (1) shall be jointly designated by ITI and Casty (the "Joint Representative") and (v) the others shall be Independent Directors acceptable to the Investor Stockholders (with such consent not to be unreasonably withheld) who, commencing with the election of Directors at the next annual meeting of stockholders, have been elected by the holders of a majority of the outstanding Voting Securities. The initial Investor Representatives shall be Char▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ Mark ▇. ▇▇▇a, the initial ITI Representative shall be Mich▇▇▇ ▇▇▇▇▇▇, ▇▇e initial Casty Representative shall be Joel ▇▇▇▇▇▇▇▇▇▇, ▇▇d the initial Joint Representative shall be Zalm▇▇ ▇▇▇▇▇▇. ▇▇, at any time, ITI and Casty are unable to agree upon the designation of a Joint Representative, the Joint Representative shall be designated by Jose ▇▇▇▇▇▇. ▇▇twithstanding the foregoing, at such time as an Independent Director acceptable to the Investor Stockholders (with such consent not to be unreasonably withheld) and from time to time the holders of a majority of the outstanding Voting Securities held by the mutual consent Stockholders has been elected to the Board, the Investor Stockholders shall only be entitled to designate one Investor Representative, and the Investor Stockholders shall thereafter, as promptly as practicable, take all action necessary to cause one of the Investors (an “Investor Designee”); provided thatRepresentatives to resign from the Board. For purposes hereof, the Series A Preferred Director (as defined in the Certificate of Designation) shall count as one of the two Investor Representatives. (b) The Company shall have no obligation take such action as may be required under applicable law (i) to support the nomination of or cause the Board to consist of the number of Directors specified in clause (a), (ii) to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of the Investor Representatives, the ITI Representative, the Casty Representative and the Joint Representative (collectively, the "Representatives"), with the remaining Directors or to be Independent Directors acceptable to the Investor Stockholders (iiwith such acceptance not to be unreasonably withheld) such person is not approved for nomination by and (iii) to cause the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection Investor Representatives to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee be duly appointed in accordance with the terms foregoing and the Certificate of this AgreementDesignation. The Investors shall Company agrees to use its reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.to

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing As of the IPO until Closing Date and for as long as the earliest of Investor’s Percentage is at least 4.75%: (a) the twelfth anniversary Investor shall be entitled to designate one individual (the “Investor’s Nominee”) to be nominated and, if elected, to serve as a member of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted Board for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less a term expiring not earlier than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as next annual meeting of Shareholders at which directors of the Company are to be elected provided that such Investor’s Nominee consents in writing to serve as a director and is eligible under the Act to serve as a director; (b) the Company shall take all steps as may be necessary to appoint the Investor’s Nominee to the Board as of the Closing Time; (c) at the first annual meeting of Shareholders following the end of the term of the Investor’s Nominee, at which directors of the Company are to be elected, and at each annual or special meeting of the Company’s stockholders Shareholders thereafter at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided thatelected, the Company shall have no obligation to support the nomination of or cause the Board of Directors Investor’s Nominee to include be included in the slate of nominees recommended proposed by the Company to the Company’s stockholders Shareholders for election as directors; (d) the Company shall use all reasonable efforts to cause the election of the Investor’s Nominee, including soliciting proxies in favour of the election of the Investor’s Nominee in the event the Company intends to solicit any such proxies in connection with a meeting of Shareholders; (e) the Company shall notify the Investor in writing immediately upon determining the date of any meeting of the Shareholders at which directors of the Company an are to be elected and the Investor Designee if shall advise the Investors already have an Investor Designee serving as a director on Company and the Board of Directors at the time name of the Election Meeting Investor’s Nominee within 10 Business Days after receiving such notice; (f) if the Investor does not advise the Company and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire the Investor’s Nominee within the time set forth in Section 4.1(e), then the Investor will be deemed to have designated its incumbent nominee for nomination for election at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on relevant meeting of the Board of Directors or is removed or otherwise fails to become or Shareholders; (g) if the Investor’s Nominee ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve hold office as a director of the Company under for any reason, the Investor shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all steps as may be necessary to appoint such individual to the Board to replace the Investor’s Nominee who has ceased to hold office; (h) the Investor will provide the Board with reasonable notice of the person it proposes to nominate to the Board, and the Investor will give due consideration to the view of the independent members of the Board as to whether such person is an appropriate addition to the Board given his or her skill set. However, the Company shall not be entitled to veto the Investor’s Nominee unless such Investor’s Nominee has previously been removed by a resolution of the Shareholders or such Investor Nominee is a director who retired by rotation and was not re-elected by the Shareholders; (i) so long as the Investor’s Nominee serves as a member of the Board, such Investor’s Nominee shall be eligible to serve on any committee of the Board provided that such Investor’s Nominee satisfies the eligibility criteria for such committee and the Board has approved, and has received regulatory approval (if required by applicable law (including requirements of fiduciary duties under applicable lawLaw), rule or regulation, rule of the stock exchange on which Investor’s Nominee serving as a member of such committee; and (j) the Investor acknowledges that any appointment to the Company’s shares are listed, Board must be ratified annually by a shareholder vote at the Bylaws Company’s annual general or any policy, or guidelines previously approved by the Board special meetings of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materialsshareholders.

Board Representation. (a) Subject at all times to Sections 2(bEffective on the date hereof, the Board shall be comprised of seven (7) Directors of whom: (i) three (3) shall be designees of the Investor Stockholders (the "Investor Representatives"), (ii) one (1) shall be the designee of ITI (the "ITI Representative"), (iii) one (1) shall be the designee of Casty (the "Casty Representative"), (iv) one (1) shall be an Independent Director designated by the Investor Stockholders (the "Investor Independent Representative") and 3(n(v) hereinone (1) shall be an Independent Director acceptable to the Investor Stockholders, during Casty and ITI (with such consents not to be unreasonably withheld or delayed) (the period beginning at "Independent Representative"). The initial Investor Representatives shall be Richard Capone, Mark O. Lama and George Duarte, the closing initial ITI ▇▇▇▇▇▇▇▇▇▇▇▇▇e ▇▇▇▇▇ ▇e Shalom, ▇▇▇ ▇▇▇▇▇▇▇ ▇asty Representative shall be Eidelstein, the initial Investor Independent Representative shall be Patrick Delhougne and the initial Independent Representative shall ▇▇ ▇▇▇▇▇▇ ▇▇▇er. For purposes hereof, each of the IPO until three Investor R▇▇▇▇▇▇▇▇▇▇▇▇es and the earliest of (a) the twelfth anniversary Investor Independent Representative shall count as one of the date four Preferred Directors (as defined in the Certificates of the closing of the IPO; Designation). (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the The Company shall support the nomination of, and take such action as may be required under applicable law (i) to cause the Board to consist of the number of Directors specified in clause (or the nominating committee thereofa), subject (ii) to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended by the Board the Investor Representatives, the ITI Representative, the Casty Representative, the Investor Independent Representative and the Independent Representative (collectively, the "Representatives"), and (iii) to cause the Representatives to be duly appointed in accordance with the foregoing and, in the case of the Investor Representatives, in accordance with the Certificates of Designation. The Company agrees to use its reasonable best efforts to cause the election of the Representatives to the Company’s stockholders for election Board, including nominating such individuals to be elected as directors Directors as provided herein. (c) Each of the Company Investor Stockholders and the Stockholders agrees to vote, or act by written consent with respect to any Voting Securities beneficially owned by him or it, at each annual or special meeting of the Company’s stockholders of the Company at which directors Directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary to cause the Representatives designated by the others in accordance with the terms of this Agreement to be elected to the Board and agrees to use his or its reasonable best efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as Directors. (an “Election Meeting”)d) In the event that a vacancy is created at any time by the death, one disability, retirement, resignation or removal (1with or without cause) person of any Representative, the remaining Directors and the Company shall cause the vacancy created thereby to be filled by a new designee of the party or parties that designated such Director as soon as possible, who is designated in the manner specified in this Section 2.1. Each of the Company, Investor Stockholders and the Stockholders hereby agrees to take, at any time and from time to time time, all actions necessary to accomplish the same. Upon the written request of any party who is entitled to designate a Representative, each of the Investor Stockholders and Stockholders shall vote, or act by written consent with respect to all Voting Securities beneficially owned by him or it and otherwise take or cause to be taken all actions necessary to remove any Director designated by such party. Unless, any party who is entitled to designate a Representative shall otherwise request in writing, none of the others shall take any action to cause the removal of any Director designated by the mutual former. (e) Each of the Company, the Investor Stockholders and the Stockholders agree not to take any action that would cause the number of Directors constituting the entire Board to be other than the number provided in Section 2.1(a) without the written consent of each other party entitled to designate a Representative. (f) The covenants and agreements set forth herein shall be subject to the Investors (an “Investor Designee”); provided that, fiduciary obligations of the Company shall have no obligation to support the nomination of Representatives now or cause hereafter serving on the Board of Directors and shall not prevent the Representatives now or hereafter serving on the Board from taking any action or refraining to include take any action while acting in the slate capacity as a Director of nominees recommended to the Company’s . The foregoing shall not limit the rights or obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyhereunder. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of From the date of this Agreement, the closing Company and, after the Effective Time, the Surviving Corporation, shall take all Necessary Actions such that: (i) Immediately following the Effective Time, ▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇. ▇▇▇▇▇▇▇”) shall serve as a Class III director of the IPOCompany and a director of the Surviving Corporation for a term expiring at the third annual meeting of stockholders of the Company following the Effective Time (the “First Term”); provided, that should ▇▇. ▇▇▇▇▇▇▇ resign from the Board, become unable to serve on the Board due to death, disability or other reasons or otherwise cease to serve on the Board for any reason prior to the expiration of the First Term, the Sponsor will have the right to designate either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (b“▇▇. ▇▇▇▇▇▇▇▇”) or another replacement director who is reasonably acceptable to the Company (a “Replacement Director”) who shall serve as a Class III director of the Company until the end of the First Term; provided, further, that if the Charter shall have been amended to remove the classification of the Board, the Company shall take all Necessary Actions such time that ▇▇. ▇▇▇▇▇▇▇ or any Replacement Director, as applicable, shall serve as a director of the Investors and their respective Affiliates no longer beneficially ownCompany until the end of the First Term. (ii) During the First Term, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of ▇▇. ▇▇▇▇▇▇▇▇ shall serve as a non-voting common stock issued upon conversion observer who shall be entitled to attend each regularly scheduled, special and other meeting (including telephonic meetings) of the Series C Shares) Board and any committees thereof, and shall be given copies of all notices, reports, minutes, consents and other documents and materials at the time and in the manner as are provided to the Board or the applicable committee thereof, but shall not have any fiduciary duties to the Company or its stockholders as a result of his capacity or service as an observer as contemplated hereby (in such capacity, the “Board Observer”); provided, that should ▇▇. ▇▇▇▇▇▇▇▇ become unable to serve as adjusted the Board Observer due to death, disability or other reasons or otherwise cease to serve as the Board Observer for any stock dividendsreason prior to the expiration of the First Term, combinationsthe Sponsor will have the right to designate a Person who is reasonably acceptable to the Company to serve as the Board Observer until the end of the First Term; provided, splitsfurther, recapitalizations and that the like Board Observer shall enter into a mutually acceptable, customary confidentiality agreement with the Company with respect to any information received from the Company as a Board Observer; provided, further, that the Board Observer may be excluded from access to the portion of any meeting of the Board or any committee thereof or the portion of meeting materials relating thereto if the Board or such Series C Shares)committee reasonably determines, in good faith, that (A) such exclusion is reasonably necessary to protect highly confidential proprietary information of the Company or confidential proprietary information of third parties that the Company is required to hold in confidence, (B) such access would reasonably be expected to prevent the members of the Board or such committee from engaging in attorney-client privileged communication with counsel or (cC) such access would reasonably be expected to result in a conflict of interest with the Company; provided, however, that such exclusion shall not extend to any portion of the meeting or meeting materials that does not involve or pertain to such exclusion; and (iii) ▇▇. ▇▇▇▇▇▇▇▇ shall be nominated for election as a Class III director of the Company at the third annual meeting of stockholders of the Company following the third year anniversary Effective Time and shall serve as a Class III director of the IPO, such time as the Investors collectively hold less than 5% Company and a director of the as-converted securities Surviving Corporation for a term expiring at the sixth annual meeting of stockholders of the Company following the Effective Time (the “Second Term”); provided, that if ▇▇. ▇▇▇▇▇▇▇▇ is not elected to serve as a Class III director of the Company, the Company shall support take all Necessary Actions to appoint ▇▇. ▇▇▇▇▇▇▇▇ as a Class III director of the nomination ofCompany, and cause including increasing the size of the Board of Directors (and appointing ▇▇. ▇▇▇▇▇▇▇▇ to fill the vacancy created by such increase; provided, further, that should ▇▇. ▇▇▇▇▇▇▇▇ resign from the Board, become unable to serve on the Board due to death, disability or other reasons or otherwise cease to serve on the nominating committee thereof), subject Board for any reason prior to the requirements expiration of fiduciary duties under applicable lawthe Second Term, the Sponsor will have the right to recommend and include in the slate of nominees recommended to the Company’s stockholders for election designate a Replacement Director who shall serve as directors a Class III director of the Company at each annual or special meeting until the end of the Company’s stockholders at which directors are Second Term; provided, further, that if the Charter shall have been amended to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by remove the mutual consent classification of the Investors (an “Investor Designee”); provided thatBoard, the Company shall have no obligation to support the nomination of take all Necessary Actions such that ▇▇. ▇▇▇▇▇▇▇▇ or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election any Replacement Director, as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reasonapplicable, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under until the end of the Second Term. (iv) Notwithstanding the foregoing, (A) any applicable law director nominee or Person serving as the Board Observer designated pursuant to this Section 6 may be removed from their position for Cause (including requirements provided that Sponsor shall have the right to designate (1) in the case of fiduciary duties under applicable lawa removal of a director nominee, a Replacement Director who shall serve as a director of the Company until the end of the First Term or the Second Term, as applicable, or (2) in the case of a removal of a Person from the Board Observer position, another Person reasonably acceptable to the Company to serve as the Board Observer until the end of the First Term), rule (B) Sponsor shall not nominate a Disqualified Individual, and (C) Sponsor may not have more than one representative as a director on the Board. (b) The Company agrees not to take, directly or regulationindirectly, rule any actions that would frustrate, obstruct or otherwise affect the provisions of this Section 6. (c) The Company agrees that any director serving on the Board pursuant to this Section 6 shall be entitled to the same rights and privileges applicable to all other members of the stock exchange on Board generally or to which all such members of the Company’s shares Board are listedentitled. In furtherance of the foregoing, the Company shall indemnify, exculpate, and reimburse fees and expenses of such director and provide such director with directors’ and officers’ liability insurance to the same extent it indemnifies, exculpates, reimburses and provides insurance for the other members of the Board pursuant to the Charter, the Bylaws or other organizational documents of the Company, any policyindemnification agreement with such director, applicable Law or guidelines previously approved otherwise; provided, that upon removal or resignation of such director for any reason, the Company shall take all actions reasonable necessary to extend such directors’ and officers’ liability insurance coverage for a period of not less than six (6) years from any such event in respect of any act or omission occurring at or prior to such event. (d) The Company shall reimburse the Board Observer for all reasonable and documented out-of-pocket expenses incurred by the Board of Directors or (ii) such person is not approved for nomination by Observer in connection with the Board Observer’s attendance at meetings of Directors (or the nominating committee Board and any committees thereof). The Company shall notify provide the Investors as soon as reasonably practicable Board Observer with directors’ and officers’ liability insurance to the same extent it provides insurance for the directors of any objection to the Company and enter into an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance indemnification agreement with the terms of this Agreement. The Investors shall use reasonable best efforts Board Observer in a form mutually acceptable to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materialsand the Board Observer.

Board Representation. (a) Subject at all times to Sections 2(bEffective on the date hereof, the Board shall be comprised of seven (7) Directors of whom: (i) three (3) shall be designees of the Investor Stockholders (the "Investor Representatives"), (ii) one (1) shall be the designee of ITI (the "ITI Representative"), (iii) one (1) shall be the designee of Casty (the "Casty Representative"), (iv) one (1) shall be an Independent Director designated by the Investor Stockholders (the "Investor Independent Representative") and 3(n(v) hereinone (1) shall be an Independent Director acceptable to the Investor Stockholders, during Casty and ITI (with such consents not to be unreasonably withheld or delayed) (the period beginning at "Independent Representative"). The initial Investor Representatives shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇. Lama and ▇▇▇▇▇▇ ▇▇▇▇▇▇, the closing initial ITI Representative shall be Shalom, the initial Casty Representative shall be Eidelstein, the initial Investor Independent Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and the initial Independent Representative shall be ▇▇▇▇▇▇ ▇▇▇▇▇. For purposes hereof, each of the IPO until three Investor Representatives and the earliest of (a) the twelfth anniversary Investor Independent Representative shall count as one of the date four Preferred Directors (as defined in the Certificates of the closing of the IPO; Designation). (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the The Company shall support the nomination of, and take such action as may be required under applicable law (i) to cause the Board to consist of the number of Directors specified in clause (or the nominating committee thereofa), subject (ii) to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended by the Board the Investor Representatives, the ITI Representative, the Casty Representative, the Investor Independent Representative and the Independent Representative (collectively, the "Representatives"), and (iii) to cause the Representatives to be duly appointed in accordance with the foregoing and, in the case of the Investor Representatives, in accordance with the Certificates of Designation. The Company agrees to use its reasonable best efforts to cause the election of the Representatives to the Company’s stockholders for election Board, including nominating such individuals to be elected as directors Directors as provided herein. (c) Each of the Company Investor Stockholders and the Stockholders agrees to vote, or act by written consent with respect to any Voting Securities beneficially owned by him or it, at each annual or special meeting of the Company’s stockholders of the Company at which directors Directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary to cause the Representatives designated by the others in accordance with the terms of this Agreement to be elected to the Board and agrees to use his or its reasonable best efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as Directors. (an “Election Meeting”)d) In the event that a vacancy is created at any time by the death, one disability, retirement, resignation or removal (1with or without cause) person of any Representative, the remaining Directors and the Company shall cause the vacancy created thereby to be filled by a new designee of the party or parties that designated such Director as soon as possible, who is designated in the manner specified in this Section 2.1. Each of the Company, Investor Stockholders and the Stockholders hereby agrees to take, at any time and from time to time time, all actions necessary to accomplish the same. Upon the written request of any party who is entitled to designate a Representative, each of the Investor Stockholders and Stockholders shall vote, or act by written consent with respect to all Voting Securities beneficially owned by him or it and otherwise take or cause to be taken all actions necessary to remove any Director designated by such party. Unless, any party who is entitled to designated a Representative shall otherwise request in writing, none of the others shall take any action to cause the removal of any Director designated by the mutual former. (e) Each of the Company, the Investor Stockholders and the Stockholders agrees not to take any action that would cause the number of Directors constituting the entire Board to be other than the number provided in Section 2.1(a) without the written consent of each other party entitled to designate a Representative. (f) The covenants and agreements set forth herein shall be subject to the Investors (an “Investor Designee”); provided that, fiduciary obligations of the Company shall have no obligation to support the nomination of Representatives now or cause hereafter serving on the Board of Directors and shall not prevent the Representatives now or hereafter serving on the Board from taking any action or refraining to include take any action while acting in the slate capacity as a Director of nominees recommended to the Company’s . The foregoing shall not limit the rights or obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyhereunder. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. ‌ (a) Subject at all times Following the Closing Date, the Company's Board shall consist of three (3) to Sections 2(bseven‌ (7) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; directors. (b) such time as Following the Investors and their respective Affiliates no longer beneficially ownClosing Date, collectivelyif the Investor, at least 7,500,000 Series C Shares alone or acting jointly or in concert with aonther Person, is the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion largest shareholder of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and Company which holds the like with respect to such Series C Shares), or (c) following the third year anniversary greatest number of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities Common Shares of the Company, the Company Investor shall support the nomination ofbe entitled to designate such number of individuals (each, an "Investor's Nominee", and cause collectively, the Board "Investor's Nominees") which represent more than half of Directors (or the nominating committee thereof), subject to seats on the requirements of fiduciary duties under applicable lawBoard, to recommend and include in the slate of nominees recommended be nominated and, if elected, to serve for a term expiring not earlier than the Company’s stockholders for election as 's next annual meeting of Shareholders at which directors of the Company are to be elected, provided that each Investor's Nominee consents in writing to serve as a director, is eligible under the Act to serve as a director. The Parent shall be entitled to nomidate the remaining members of the Board.‌ (c) The Parent and the Company agree that one of the Investor's Nominees, as nominated and elected pursuant to Section 4.3(b) above, shall be appointed to the position of Chairman of the Board; (d) The Company shall take all steps as may be necessary to appoint each Investor's Nominee to the Board; (e) The Company's Chief Executive Officer and Chief Financial Officer shall be appointed by the Board; (f) At the first annual meeting of shareholders of the Company following the end of the term of the Investor's Nominees at which directors of the Company are to be elected, and at each annual or special meeting of the Company’s stockholders Shareholders thereafter at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided thatelected, the Company shall have no obligation to support the nomination of or cause the Board of Directors Investor's Nominees to include be included in the slate of nominees recommended proposed by the Company to the Company’s stockholders Shareholders for election as directors; (g) The Company shall use commercially reasonable efforts to cause the election of the Investor's Nominees, including soliciting proxies in favour of the election of the Investor's Nominees. The Company agrees, at the request of the Investor, to call a special meeting of Shareholders for the purpose of electing any Investor’s Nomieee; (h) The Parent agrees to vote their Common Shares at all meetings of Shareholders and to execute any written consent resolution required in order to ensure that each Investor’s Nominee is elected or appointed and maintained in office as a Director in accordance with this Section 4.3. Upon the written request of the Investor to remove an Investor’s Nominee from the Board, the Parent agrees to take all necessary shareholder action to remove such director.‌ (i) The Company shall notify the Investor in writing as soon as practicable upon determining the date of any meeting of the Shareholders at which directors of the Company an are to be elected and the Investor Designee if shall advise the Investors already have an Investor Designee serving as a director on Company and the Board of Directors at the time names of the Election Meeting Investor's Nominees within ten (10) Business Days after receiving such notice; (j) If the Investor does not advise the Company and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire the Investor's Nominees within the time set forth in Section 4.3(h), then the Investor will be deemed to have designated its incumbent nominees for nomination for election at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on relevant meeting of the Board of Directors or is removed or otherwise fails to become or Shareholders; (k) If any Investor's Nominee ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve hold office as a director of the Company under for any applicable law reason, only the Investor shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all steps, consistent with the Act, as may be necessary to appoint such individuals to the Board to replace any Investor's Nominees who have ceased to hold office; (including requirements of fiduciary duties under applicable law), rule l) Neither the Board nor the Company will be entitled to remove any Investor's Nominee unless such removal is directed or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board affirmative vote of Directors or (ii) such person is not approved for nomination by the Board of Directors (Investo or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection Investor is no longer so entitled to an Investor Designee designate or approve such director, pursuant to this Section 2(b4.3; (m) Any vacancies created by the resignation, removal or death of a Investor’s Nominee will be filled pursuant to the provisions of this Section 4.3. Until such vacancy is filled, the Board shall not transact any business or exercise any of its powers or functions, save and except as may be necessary to enable elect or appoint the Investors to propose new director and preserve the Business and assets of the Company and its Subsidiaries. If a replacement director is not elected by the Investor Designee in accordance with the terms within ten (10) Business Days s of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance such vacancy occurring because of the date on which failure of the proxy materials are Investor to do so, the directors then in office shall be mailed entitled to transact business and exercise all of the powers and functions of the Board. (n) A quorum for meetings of the Board consists of a majority of the members of the Board, of whom at least one director shall be a Investor’s Nominee. At least 48 hours' prior written notice of any meeting of the Board must be given unless all of the directors of the Board waive such notice. If, at a meeting of the Board, quorum is not present within 30 minutes after the time fixed for holding the meeting, the meeting stands adjourned to a day and time determined by the directors present at the meeting, and at least 48 hours’ prior written notice must be given of the reconvened meeting. If a quorum is not present at the reconvened meeting within 30 minutes after the time fixed for holding the adjourned meeting, the quorum at the reconvened meeting is a majority of the members of the Board (and no particular directors need be present). (o) The Company shall pay all reasonable expenses incurred by the Investor's Nominees in connection with an Election Meeting to allow the performance of their duties for inclusion or on behalf of an Investor Designee the Company incurred as a result of the Investor's Nominees attending Board meetings, including travel and accommodation expenses. (p) The Company shall maintain director and officer indemnifications and liability insurance in such proxy materials.respect of the Investor's Nominees of the same kind and type provided for the Company's other director and officers；

Board Representation. (a) Subject at all times to Sections 2(bEffective on the date hereof, the Board shall be comprised of seven (7) Directors of whom: (i) three (3) shall be designees of the Investor Stockholders (the "Investor Representatives"), (ii) one (1) shall be the designee of ITI (the "ITI Representative"), (iii) one (1) shall be the designee of Casty who shall be an Independent Director (the "Casty Representative"), (iv) one (1) shall be jointly designated by ITI and Casty (the "Joint Representative") and 3(n(v) hereinone (1) shall be an Independent Director acceptable to the Investor Stockholders, during ITI and Casty (with such consents not to be unreasonably withheld or delayed) (the period beginning "Independent Representative") and who, commencing with the election of Directors at the closing next annual meeting of stockholders, has been elected by the holders of a majority of the IPO until outstanding Voting Securities. The initial Investor Representatives shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. Lama and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the earliest of (a) initial ITI Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the twelfth anniversary initial Casty Representative shall be ___________, the initial Joint Representative shall be _____________ and the initial Independent Representative shall be _____________. If, at any time, ITI and Casty are unable to agree upon the designation of the date Joint Representative, the Joint Representative shall be designated by ▇▇▇▇ ▇▇▇▇▇▇. For purposes hereof, each of the closing two Series A Preferred Directors (as defined in the Series A Certificate of Designation) and the Series B Preferred Director (as defined in the Series B Certificate of Designation) shall each count as one of the IPO; three Investor Representatives. (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the The Company shall support the nomination of, and take such action as may be required under applicable law (i) to cause the Board to consist of the number of Directors specified in clause (or the nominating committee thereofa), subject (ii) to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended by the Board the Investor Representatives, the ITI Representative, the Casty Representative, the Joint Representative and the Independent Representative (collectively, the "Representatives"), and (iii) to cause the Representatives to be duly appointed in accordance with the foregoing and, in the case of the Investor Representatives, in accordance with the Series A Certificate of Designation or the Series B Certificate of Designation, as the case may be. The Company agrees to use its reasonable best efforts to cause the election of the Representatives to the Company’s stockholders for election Board, including nominating such individuals to be elected as directors Directors as provided herein. (c) Each of the Company Investor Stockholders and the Stockholders agrees to vote, or act by written consent with respect to any Voting Securities beneficially owned by him or it, at each annual or special meeting of the Company’s stockholders of the Company at which directors Directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary to cause the Representatives designated by the others in accordance with the terms of this Agreement to be elected to the Board and agrees to use his or its reasonable best efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as Directors. (an “Election Meeting”)d) In the event that a vacancy is created at any time by the death, one disability, retirement, resignation or removal (1with or without cause) person of any Representative, the remaining Directors and the Company shall cause the vacancy created thereby to be filled by a new designee of the party or parties that designated such Director as soon as possible, who is designated in the manner specified in this Section 2.1. Each of the Company, Investor Stockholders and the Stockholders hereby agrees to take, at any time and from time to time time, all actions necessary to accomplish the same. Upon the written request of any party who is entitled to designated a Representative, each of the Investor Stockholders and Stockholders shall vote, or act by written consent with respect to all Voting Securities beneficially owned by him or it and otherwise take or cause to be taken all actions necessary to remove any Director designated by such party. Unless, any party who is entitled to designated a Representative shall otherwise request in writing, none of the others shall take any action to cause the removal of any Director designated by the mutual former. (e) Each of the Company, the Investor Stockholders and the Stockholders agrees not to take any action that would cause the number of Directors constituting the entire Board to be other than seven (7) without the written consent of each other party. (f) The covenants and agreements set forth herein shall be subject to the Investors (an “Investor Designee”); provided that, fiduciary obligations of the Company shall have no obligation to support the nomination of Representatives now or cause hereafter serving on the Board of Directors and shall not prevent the Representatives now or hereafter serving on the Board from taking any action or refraining to include take any action while acting in the slate capacity as a Director of nominees recommended to the Company’s . The foregoing shall not limit the obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyhereunder. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. (a) Subject at all times to Sections 2(b) the terms and 3(n) hereinconditions contained herein (including Section 2.4), during the period beginning at the closing effective as of the IPO until the earliest of (a) the twelfth anniversary consummation of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the CompanyTransaction, the Company Investor shall support be entitled to appoint one individual selected by the nomination of, and cause Investor (the Board of Directors (or the nominating committee thereof), subject “Investor Nominee”) to the requirements board of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of (the Company’s stockholders at which directors are to be elected (an “Election MeetingBoard”), one (1) person designated at any time as provided herein, and from time to time by the mutual consent such individual shall serve as a member of each committee of the Investors (an “Investor Designee”)Board; provided thatprovided, that the Company identity of such individual shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended be subject to the Company’s stockholders for election as directors approval of the Company an Investor Designee if (which approval may not be unreasonably withheld, conditioned or delayed and is subject to the Investors already have an Investor Designee serving as a director on the Board of Directors at the time satisfaction of the Election Meeting conditions set forth in Section 2.1(d)). The Manager, on behalf of the Investor, hereby appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as the initial Investor Nominee, and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event Company confirms that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has been vetted by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable Nominating and Corporate Governance Committee in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation accordance with the Company’s outside legal counselCorporate Governance Guidelines, that such person would not be he is qualified and suitable to serve as a director of the Company, and that the Company under shall not raise any applicable law objection to the Manager selecting such individual on behalf of the Investor as the Investor Nominee. (including requirements b) The Company shall, upon the consummation of fiduciary duties under applicable lawthe Transaction, (i) establish a vacancy on the Board (including, if necessary to create such vacancy, increasing the size of the Board by one member) and (ii) cause the Investor Nominee to be appointed to fill such vacancy and serve as a director of the Company. (c) The Company hereby covenants and agrees, subject to Section 2.4, that it shall (i) include the Investor Nominee in the Board’s slate of nominees presented to the shareholders of the Company for election at each annual meeting of the shareholders of the Company (or any special meeting of the shareholders of the Company called for the purpose of electing directors), rule or regulation, rule of the stock exchange on which (ii) recommend that the Company’s shares are listedshareholders vote in favor of the Investor Nominee and (iii) use reasonable best efforts, and in no case less than the efforts used to cause the election of any other board nominee included in the Board’s slate of nominees, to cause the election of the Investor Nominee at such meeting, including, without limitation, by soliciting proxies in favor of the election of the Investor Nominee to the Board from the shareholders of the Company eligible to vote for the election of directors. In the event the Investor Nominee is not included in the Board’s slate of nominees or is not elected by the shareholders of the Company, then the Company shall promptly appoint the Investor Nominee to the Board pursuant to the provisions of Section 2.1(a). (d) Notwithstanding anything in this Article 2 to the contrary, the Bylaws or any policyCompany shall not be required to appoint to the Board, cause to be nominated for election to the Board, or guidelines previously approved by recommend to shareholders of the Company the election of, any Investor Nominee who fails to submit to the Company a completed directors and officers questionnaire as the Company customarily requires of its directors and such other information as the Company may reasonably request in connection with its customary vetting process (including conducting interviews and a background check) or in connection with the preparation of its filings under the Securities Laws; provided, however, that upon the occurrence of any failure to provide materials or information described above, the Company shall promptly notify the Investor of such failure and permit the Investor Nominee to remedy such failure and the Investor to provide an alternative nominee sufficiently in advance of any Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (action or the nominating committee thereof). The meeting of the shareholders of the Company shall notify called with respect to such election of nominees, and the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors Company shall use reasonable best efforts to propose perform its obligations under this Agreement with respect to such alternate nominee. (e) The Company hereby acknowledges and agrees that the Investor Nominee may, at the Investor’s discretion, be an Investor Designee sufficiently in advance existing director, officer, employee or consultant of the date on which Investor or any of its Affiliates, or any other individual that has a relationship (material or otherwise) with the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion Investor or any of an Investor Designee in such proxy materialsits Affiliates.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing Effective as of the IPO until First -------------------- Closing, the earliest Board shall be comprised of eight (8) Directors of whom two (2) shall be designees of the Investor Stockholder. (b) If the Investor Stockholder exercises the Option, effective as of the Qualified Option Closing, the Board shall be comprised of nine (9) Directors of whom three (3) shall be designees of the Investor Stockholder. (c) The Company shall take such action as may be required under applicable law to cause the Board to consist of the number of Directors specified in clause (a) the twelfth anniversary of the date of the closing of the IPO; or (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, applicable and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended by the Board the designees of the Investor Stockholder. The Company shall also take such action as may be required under applicable law to cause the Investor Directors to be divided as equally as practicable among each class of Directors. (d) The Company agrees to use its best efforts to cause the election of each designee of the Investor Stockholder to the Company’s stockholders for election Board, including nominating such individuals to be elected as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving Directors as a director on the Board of Directors at the time of the Election Meeting and the term(sprovided herein. (e) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reasonDirector, the remaining Directors and the Company shall cause the vacancy will created thereby to be filled by a new designee of the election or appointment of another Investor Designee nominated by the Investors Stockholder as soon as reasonably practicable possible, who is designated in compliance with applicable lawsthe manner specified in this Section 2.1, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallysame. (bf) Notwithstanding Without the provisions written consent of Section 2(a)the Investor Stockholder, the Investors shall Company agrees not be entitled to designate take any person as a nominee to action that would cause the Board number of Directors if (i) a majority of constituting the disinterested members of the entire Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by other than eight (8) from and after the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materialsFirst Closing or nine (9) from and after the Qualified Option Closing.

Board Representation. (a) Subject at all times to Sections 2(bEffective on the date hereof, the Board shall, except as otherwise provided below, be comprised of seven (7) Directors of whom: (i) two (2) shall be designees of the Investor Stockholders (the "Investor Representatives"), (ii) one (1) shall be a designee of ITI (the "ITI Representative"), (iii) one (1) shall be a designee of Eidelstein (the "Eidelstein Representative"), (iv) one (1) shall be jointly designated by ITI and Eidelstein (the "Joint Representative") and 3(n(v) hereinthe others shall be Independent Directors acceptable to the Investor Stockholders (with such consent not to be unreasonably withheld) who, during commencing with the period beginning election of Directors at the closing next annual meeting of stockholders, have been elected by the holders of a majority of the IPO until outstanding Voting Securities. The initial Investor Representatives shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. Lama, the earliest initial ITI Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the initial Eidelstein Representative Exhibit 10.13 shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and the initial Joint Representative shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇. If, at any time, ITI and Eidelstein are unable to agree upon the designation of a Joint Representative, the Joint Representative shall be designated by ▇▇▇▇ ▇▇▇▇▇▇. Notwithstanding the foregoing, at such time as an Independent Director acceptable to the Investor Stockholders (awith such consent not to be unreasonably withheld) and the twelfth anniversary holders of a majority of the date outstanding Voting Securities has been elected to the Board, the Investor Stockholders shall only be entitled to designate one Investor Representative, and the Investor Stockholders shall thereafter, as promptly as practicable, take all action necessary to cause one of the closing of Investor Representatives to resign from the IPO; Board. (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the The Company shall support the nomination of, and take such action as may be required under applicable law (i) to cause the Board to consist of the number of Directors specified in clause (or the nominating committee thereofa), subject (ii) to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended by the Board the Investor Representatives, the ITI Representative, the Eidelstein Representative and the Joint Representative (collectively, the "Representatives"), with the remaining Directors to be Independent Directors acceptable to the Company’s stockholders for Investor Stockholders (with such acceptance not to be unreasonably withheld) and (iii) to cause the Investor Representatives to be duly appointed in accordance with the foregoing and the Certificate of Designation. The Company agrees to use its reasonable best efforts to cause the election as directors of the Company Representatives to the Board, including nominating such individuals to be elected as Directors as provided herein. (c) Each of the Investor Stockholders, ITI and Casty agrees to vote, or act by written consent with respect to any Voting Securities beneficially owned by him or it, at each annual or special meeting of the Company’s stockholders of the Company at which directors Directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary to cause the Representatives designated by the others in accordance with the terms of this Agreement to be elected to the Board and agrees to use his or its reasonable best efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as Directors. (an “Election Meeting”)d) In the event that a vacancy is created at any time by the death, one disability, retirement, resignation or removal (1with or without cause) person of any Representative, the remaining Directors and the Company shall cause the vacancy created thereby to be filled by a new designee of the party or parties that designated such Director as soon as possible, who is designated in the manner specified in this Section 2.1. Each of the Company, each Investor Stockholders, ITI and Casty hereby agrees to take, at any time and from time to time time, all actions necessary to accomplish the same. Upon the written request of the Investor Stockholders, ITI and/or Eidelstein, as the case may be, each of the others shall vote, or act by written consent with respect to all Voting Securities beneficially owned by him or it and otherwise take or Exhibit 10.13 cause to be taken all actions necessary to remove any Director designated by the mutual former. Unless the Investor Stockholders, ITI and/or Eidelstein, as the case may be, shall otherwise request in writing, none of the others shall take any action to cause the removal of any Director designated by the former. (e) Without the written consent of the Investors (an “Investor Designee”); provided thatStockholders, each of the Company shall have no obligation Company, ITI and Casty agrees not to support the nomination of or take any action that would cause the Board number of Directors constituting the entire Board to include be other than seven (7). (f) The covenants and agreements set forth herein shall be subject to the fiduciary obligations of the designees of the Investor Stockholders, ITI and Eidelstein now or hereafter serving on the Board and shall not prevent the designees of the Investor Stockholders, ITI or Eidelstein now or hereafter serving on the Board from taking any action or refraining to take any action while acting in the slate capacity as a Director of nominees recommended to the Company’s . The foregoing shall not limit the obligations of the Investor Stockholders, ITI and Eidelstein in their capacity as stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyhereunder. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during Until the period beginning at the closing of the IPO until the earliest earlier of (ai) the twelfth anniversary of the date of the closing of the IPO; August 23, 2017 and (bii) such date and time as the Investors and their respective Affiliates Investor, together with the Investor’s Affiliates, no longer beneficially own, collectively, hold at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including 1,000,000 shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations stock dividends and the like with respect to such Series C Shareslike) of Common Stock (the “Representation End Date”), or the Investor shall be entitled to designate one (c1) following the third year anniversary person to serve as a member of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof“Board”) of the Company (the “Investor Representative”). Initially, the Investor Representative shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇”), subject who shall be appointed by the Board immediately following the Closing to fill an existing vacancy. If at any time the Investor desires to remove, with or without cause, an Investor Representative, the Investor shall be entitled to designate a replacement Investor Representative to serve as a member of the Board, in accordance with Section 1(b). (b) If, at any time prior to the requirements of fiduciary duties under applicable lawRepresentation End Date, ▇▇▇▇▇▇ (or any other individual who becomes the Investor Representative in accordance with this Section 1(b)) is no longer available to recommend and include in serve on the slate of nominees recommended Board, whether by resignation, removal, death or otherwise, the Investor shall have the right to designate another individual as the Investor Representative, provided that such individual is reasonably acceptable to the Company’s stockholders Nominating and Governance Committee. Following the determination that such individual is reasonably acceptable to the Company’s Nominating and Governance Committee, he or she shall be appointed by the Board to fill the resulting vacancy. (c) The Company shall take such action as is necessary to cause the Investor Representative to be nominated for election as directors of the Company at each annual or special any meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of class in which such Investor Designee(s) Representative serves are elected, as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Companyapplicable, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation accordance with the Company’s outside legal counselcertificate of incorporation and bylaws, that such person would not as may be qualified amended from time to serve as a director time. (d) The Investor Representative shall be entitled to compensation from the Company, reimbursement of the Company under any applicable law (including requirements of fiduciary duties under applicable law)costs and expenses, rule or regulationindemnification and directors and officers insurance coverage, rule of the stock exchange on which each consistent with the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection practices and policies with respect to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materialsnon-employee directors.

Board Representation. (a) Subject at all times to Sections 2(bEffective on the date hereof, the Board shall be comprised of eight (8) Directors of whom: (i) three (3) shall be designees of the Investor Stockholders (the "Investor Representatives"), (ii) one (1) shall be the designee of ITI (the "ITI Representative"), (iii) one (1) shall be the designee of Casty (the "Casty Representative"), (iv) one (1) shall be jointly designated by ITI and Casty (the "Joint Representative") and 3(n(v) hereintwo (2) shall be Independent Directors acceptable to the Investor Stockholders, during ITI and Casty (with such consents not to be unreasonably withheld or delayed) (the period beginning "Independent Representatives") and who, commencing with the election of Directors at the closing next annual meeting of stockholders, has been elected by the holders of a majority of the IPO until outstanding Voting Securities. The initial Investor Representatives shall be Char▇▇▇ ▇. ▇▇▇▇▇, ▇▇rk ▇. ▇▇▇a and Char▇▇▇ ▇▇▇▇▇▇▇, ▇▇e initial ITI Representative shall be Mich▇▇▇ ▇▇▇▇▇▇, ▇▇e initial Casty Representative shall be Geor▇▇ ▇▇▇▇▇, ▇▇e initial Joint Representative shall be Joel ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ the earliest of (a) initial Independent Representatives shall be Burt▇▇ ▇▇▇▇▇ ▇▇▇ Patr▇▇▇ ▇▇▇▇▇▇▇▇▇. ▇▇, at any time, ITI and Casty are unable to agree upon the twelfth anniversary designation of the date Joint Representative, the Joint Representative shall be designated by Jose ▇▇▇▇▇▇. ▇▇r purposes hereof, each of the closing two Series A Preferred Directors (as defined in the Series A Certificate of Designation) and the Series B Preferred Director (as defined in the Series B Certificate of Designation) shall each count as one of the IPO; three Investor Representatives. (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the The Company shall support the nomination of, and take such action as may be required under applicable law (i) to cause the Board to consist of the number of Directors specified in clause (or the nominating committee thereofa), subject (ii) to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended by the Board the Investor Representatives, the ITI Representative, the Casty Representative, the Joint Representative and the Independent Representatives (collectively, the "Representatives"), and (iii) to cause the Representatives to be duly appointed in accordance with the foregoing and, in the case of the Investor Representatives, in accordance with the Series A Certificate of Designation or the Series B Certificate of Designation, as the case may be. The Company agrees to use its reasonable best efforts to cause the election of the Representatives to the Company’s stockholders for election Board, including nominating such individuals to be elected as directors Directors as provided herein. (c) Each of the Company Investor Stockholders and the Stockholders agrees to vote, or act by written consent with respect to any Voting Securities beneficially owned by him or it, at each annual or special meeting of the Company’s stockholders of the Company at which directors Directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary to cause the Representatives designated by the others in accordance with the terms of this Agreement to be elected to the Board and agrees to use his or its reasonable best efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as Directors. (an “Election Meeting”)d) In the event that a vacancy is created at any time by the death, one disability, retirement, resignation or removal (1with or without cause) person of any Representative, the remaining Directors and the Company shall cause the vacancy created thereby to be filled by a new designee of the party or parties that designated such Director as soon as possible, who is designated in the manner specified in this Section 2.1. Each of the Company, Investor Stockholders and the Stockholders hereby agrees to take, at any time and from time to time time, all actions necessary to accomplish the same. Upon the written request of any party who is entitled to designated a Representative, each of the Investor Stockholders and Stockholders shall vote, or act by written consent with respect to all Voting Securities beneficially owned by him or it and otherwise take or cause to be taken all actions necessary to remove any Director designated by such party. Unless, any party who is entitled to designate a Representative shall otherwise request in writing, none of the others shall take any action to cause the removal of any Director designated by the mutual former. (e) Each of the Company, the Investor Stockholders and the Stockholders agrees not to take any action that would cause the number of Directors constituting the entire Board to be other than eight (8) without the written consent of each other party. (f) The covenants and agreements set forth herein shall be subject to the Investors (an “Investor Designee”); provided that, fiduciary obligations of the Company shall have no obligation to support the nomination of Representatives now or cause hereafter serving on the Board of Directors and shall not prevent the Representatives now or hereafter serving on the Board from taking any action or refraining to include take any action while acting in the slate capacity as a Director of nominees recommended to the Company’s . The foregoing shall not limit the obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders for election as directors of the Company hereunder. (g) The Company has hired an executive search firm to help locate two new Independent Representatives who will serve as Independent Representative instead of Messrs. Meye▇ ▇▇▇ Delhougne. After the Company has located such Independent Representatives acceptable to the Investor Designee if the Investors already have an Investor Designee serving as a director on the Board Stockholders, ITI and Casty, each of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is Stockholders and the Stockholders agree to take all actions reasonably required by applicable law promptly after the Company requests such information from the Investors, and will necessary to cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements all of fiduciary duties under applicable lawsuch actions described in Section 2.1(c) hereof), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. (a) Subject For as long as the Investor’s Percentage is at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of least 7.5%: (a) the twelfth anniversary Investor shall be entitled to designate one individual (the “Investor’s Nominee”), to be nominated and, if elected, to serve as a member of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted Board for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less a term expiring not earlier than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as next annual meeting of Shareholders at which directors of the Company are to be elected provided that such Investor’s Nominee consents in writing to serve as a director and is eligible under the Act to serve as a director; (b) the Company shall take all steps as may be necessary to appoint the Investor’s Nominee to the Board as of the Closing Time; (c) at the first annual meeting of Shareholders following the end of the term of the Investor’s Nominee, at which directors of the Company are to be elected, and at each annual or special meeting of the Company’s stockholders Shareholders thereafter at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided thatelected, the Company shall have no obligation to support the nomination of or cause the Board of Directors Investor’s Nominee to include be included in the slate of nominees recommended proposed by the Company to the Company’s stockholders Shareholders for election as directors; (d) the Company shall use commercially reasonable efforts to cause the election of the Investor’s Nominee, including soliciting proxies in favour of the election of the Investor’s Nominee; (e) the Company shall notify the Investor in writing immediately upon determining the date of any meeting of the Shareholders at which directors of the Company an are to be elected and the Investor Designee if shall advise the Investors already have an Investor Designee serving as a director on Company and the Board of Directors at the time name of the Election Meeting Investor’s Nominee within 10 Business Days after receiving such notice; (f) if the Investor does not advise the Company and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire the Investor’s Nominee within the time set forth in Section 4.1(e), then the Investor will be deemed to have designated its incumbent nominee for nomination for election at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on relevant meeting of the Board of Directors or is removed or otherwise fails to become or Shareholders; (g) if the Investor’s Nominee ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve hold office as a director of the Company under for any applicable law reason, the Investor shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all steps as may be necessary to appoint such individual to the Board to replace the Investor’s Nominee who has ceased to hold office; (including requirements of fiduciary duties under applicable law)h) if the Investor’s Nominee to the Board is anybody other than N▇▇▇ ▇▇▇▇, rule or regulation, rule the Investor will provide the Board with reasonable notice of the stock exchange on which person it proposes to nominate to the Company’s shares are listedBoard, and the Bylaws or any policy, or guidelines previously approved by Investor will give due consideration to the view of the independent members of the Board of Directors or (ii) as to whether such person is an appropriate addition to the Board given his or her skill set. However, neither the Board nor the Company will be entitled to veto the Investor’s Nominee provided that such Investor’s Nominee has not approved for nomination previously been removed by a resolution of the Shareholders and is not a director who retired by rotation and was not re-elected by the Board of Directors Shareholders; and (or i) so long as the nominating committee thereof). The Company shall notify the Investors Investor’s Nominee serves as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance member of the date Board, such Investor’s Nominee shall be eligible to serve on which any committee of the proxy materials are to be mailed by Board provided that such Investor’s Nominee satisfies the Company in connection with an Election Meeting to allow eligibility criteria for inclusion such committee and the Board has approved, and has received regulatory approval, of an Investor Designee in the Investor’s Nominee serving as a member of such proxy materialscommittee.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing Effective as of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided thatTranche 1 Closing, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended appointed P▇▇▇▇ ▇▇▇▇▇▇ as its Chief Executive Officer and Chairman pursuant to the Company’s stockholders for election as directors terms of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire employment agreement in the form that as agreed as of the Company provides to its outside directors generallydate hereof, which shall become effective as of the Tranche 1 Closing, and M▇. ▇▇▇▇▇▇ shall have received a grant of restricted stock units as set forth in such employment agreement. (b) Notwithstanding Effective as of the provisions Tranche 1 Closing and for so long as the Purchaser and its Affiliates collectively Beneficially Own 15% or more of Section 2(athe Company Common Stock (the “Tranche 1 Ownership Condition”), the Investors Purchaser shall not be entitled have the right to designate any person as a nominee to the Board an aggregate of Directors if (i) a majority of the disinterested two members of the Board of Directors reasonably and in good faith determines, after consultation (together with the Company’s outside legal counseldesignees contemplated by Section 4.06(c), that such person would not be qualified to the “Purchaser Designees”), one of whom shall serve as a director Chair of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors Directors, and the Company shall use its reasonable best efforts to promptly take or (ii) cause to be taken all Necessary Action as may be required to effect approval and designation of such person is not approved for nomination by Purchaser Designees to the Board of Directors (it being understood that as of the Tranche 1 Closing M▇. ▇▇▇▇▇▇ in his capacity as Chairman of the Board of Directors shall be deemed to be one of the Purchaser Designees). (c) Effective immediately following the Tranche 2 Closing and for so long as the Purchaser and its Affiliates collectively Beneficially Own 40% or more of the nominating committee thereofCompany Common Stock (the “Tranche 2 Ownership Condition”), the Purchaser shall have the right to designate an aggregate of three members of the Board of Directors (including M▇. The ▇▇▇▇▇▇) and the Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use its reasonable best efforts to propose an Investor Designee sufficiently in advance promptly take or cause to be taken all Necessary Action as may be required to effect approval and designation of such Purchaser Designees to the Board of Directors. (d) From and after the date of the date Tranche 1 Closing, and for so long as the Purchaser and its Affiliates satisfy the Tranche 1 Ownership Condition, the Board of Directors shall be composed of seven (7) directors (or such other number of directors as approved by the Purchaser and its Affiliates), one of whom shall be the Chief Executive of the Company who shall serve as Chairman of the Board of Directors for so long as P▇▇▇▇ ▇▇▇▇▇▇ is serving in the role of Chief Executive Officer of the Company. (e) Any Purchaser Designee may be removed or have their nomination withdrawn (in each case of removal or withdrawal, with or without cause) from time to time and at any time by the Purchaser upon notice to the Company, and may otherwise only be removed for cause. The Purchaser and the Company acknowledge that Nasdaq rules impose on the Company certain governance rules including as it relates to the composition of the Board of Directors when the Purchaser’s Beneficial Ownership of Company Common Stock is reduced over time, and the Purchaser and the Company agree to cooperate in good faith and shall cooperate to the extent necessary to comply with such rules. (f) The Company shall enter into indemnification agreements and maintain customary D&O liability insurance for the benefit of each Purchaser Designee elected or appointed to the Board of Directors with respect to all periods during which such individual is a member of the proxy materials are Board of Directors, on terms, conditions and amounts substantially similar to the terms, conditions and amounts of the Company’s current D&O liability insurance policy, and shall use is reasonable best efforts to cause such indemnification and insurance to be mailed by maintained in full force and effect. (g) The Company shall reimburse the Company Purchaser Designees for all reasonable out-of-pocket expenses incurred in connection with an Election Meeting their attendance at meetings of the Board of Directors and any committees thereof as contemplated by its reimbursement policies as in effect from time to allow for inclusion of an Investor Designee in such proxy materialstime.

Board Representation. (a) Subject at From and after the First Tranche Closing Date and for as long as the Purchaser holds any Securities, the Company shall take all times actions within its control as are necessary to Sections 2(b) and 3(n) herein, during cause the period beginning at the closing election or appointment as a member of the IPO until Board (and any executive committee thereof) of an individual to be designated by the earliest Purchaser, including without limitation, nominating the representative identified by the Purchaser for election as a director of the Company at any meeting of the Company's stockholders at which directors will be elected, recommending such representative's election to the Board, soliciting and voting proxies in favor of such representative's election, and filling any vacancies created by death, resignation, removal or otherwise with such representative. (b) In addition to, and without limitation of the Purchaser's rights pursuant to paragraph (a) of this Section, from and after the twelfth anniversary First Tranche Closing Date and for as long as the sum of (i) all First Tranche Common Shares, (ii) all Conversion Shares (including for purposes of this clause (ii) all Conversion Shares that would be issuable upon conversion in full of all outstanding Notes as of such time) and (iii) all Warrant Shares (including for purposes of this clause (iii) all Warrant Shares that would be issuable upon exercise in full of all outstanding Warrants as of such time), held by the Purchaser equals or exceeds 50% of the Aggregate Perseus Ownership as of such time, the Company shall take all actions as are necessary to: (A) cause the election or appointment as a member of the Board of a Qualified Independent Director (as defined below); and (B) permit an individual to be designated by the Purchaser to attend (in person or by telephone) as an observer (a "Perseus Observer") all meetings of the Board (and any executive committee thereof). Notwithstanding the foregoing, if any Second Tranche Notes are purchased by the Purchaser, then at any time that the Purchaser would be entitled to designate an observer to the Board pursuant to the foregoing clause (B), the Purchaser shall be entitled in lieu thereof, to designate a second representative for election or appointment to the Board and the Company shall take all actions within its control as are necessary to cause the election or appointment as a member of the Board (and any executive committee thereof) of such representative, including without limitation, nominating the representative identified by the Purchaser for election as a director of the Company at any meeting of the Company's stockholders at which directors will be elected, recommending such representative's election to the Board, soliciting and voting proxies in favor of such representative's election, and filling any vacancies created by death, resignation, removal or otherwise with such representative. For purposes of this paragraph (b), a "Qualified Independent Director" means an individual to be designated by the Company, who meets the applicable Nasdaq listing standards to qualify as an independent director of the Company and whose election to director has been affirmatively consented to in advance by the Purchaser. The Company shall provide to any Perseus Observer copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board of Directors at the same time such materials are provided to members of the Board. At least one Perseus Director shall have the right to attend and participate fully in a non-voting capacity in all meetings of each of the Board's Nominating and Corporate Governance and Compensation Committees, or any equivalent committees, including receipt of all information provided to Committee members at the same time such information is provided to Committee members. (c) At any time that the Purchaser have the right to designate one member of the Board pursuant to paragraph (a) of this Section, the Company shall take all actions as are necessary to cause the Board to consist of not more than seven members, including the member of the Board designated by the Purchaser; provided, that at any time that the Purchaser has the right to designate a second member of the Board pursuant to paragraph (b) of this Section, the Company shall take all actions as are necessary to cause the Board to consist of not more than eight members, including the two members designated by the Purchaser. (d) The Company shall reimburse all reasonable expenses (including travel and lodging expenses) incurred by the Perseus Directors or the Perseus Observers, in connection with their attendance at meetings of the Board or committees thereof. The Company shall provide and maintain in effect customary indemnification (including provisions relating to the advancement of expenses incurred in the defense of any action or suit) of the Perseus Directors, and in any event such indemnification shall be on terms no less favorable than those provided as of the date of this Agreement to the closing members of the IPO; (b) such time as Board of Directors pursuant to the Investors and their respective Affiliates no longer beneficially ownCertificate of Incorporation, collectivelythe Bylaws, at least 7,500,000 Series C Shares applicable Law or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Companyotherwise. In addition, the Company shall support obtain and maintain in effect a customary officers' and directors' liability insurance policy covering acts and omissions of the nomination of, Perseus Directors and cause having a coverage limit of not less than $5,000,000. (e) At any time that the Purchaser is entitled to designate a member of the Board pursuant to this Section, the Purchaser may elect to substitute in lieu thereof a Perseus Observer, or may waive such rights in their entirety. As promptly as practicable (and in any event no later than 10 Business Days) following the Purchaser's written request, made at such time as (i) the Purchaser shall have waived its right to designate any Perseus Directors and Purchaser's right to a Perseus Observer; and (ii) no member of Directors (the Board is a director, officer, employee or partner of the nominating committee thereof)Purchaser or any Affiliate of the Purchaser, subject the Company shall publicly disclose any material event or circumstance that has occurred or material information that exists with respect to the requirements Company or any of fiduciary duties its Subsidiaries or its or their business, properties, operations or financial conditions, which, under applicable lawLaw, to recommend and include in requires public disclosure or announcement by the slate of nominees recommended Company prior to the Company’s stockholders 's purchase or sale of its securities but which has not been so publicly announced or disclosed. From and after the delivery of a written request described in the preceding sentence, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide the Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries without the express written consent of the Purchaser. (f) The actions to be taken by the Company pursuant to this Section 5.11 shall include appointing the Perseus Directors to the Board, granting one Perseus Director the rights contemplated by the last sentence of Section 5.11(b), and nominating the representatives identified by the Purchaser for election as directors of the Company at each annual or special any meeting of the Company’s 's stockholders at which such directors are will be elected, recommending their election to be elected (an “Election Meeting”)the Board, one (1) person designated at any time and from time to time by the mutual consent soliciting and voting proxies in favor of the Investors (an “Investor Designee”); provided thattheir election. For purposes of clarification, the Company shall have no obligation not be deemed to support the nomination be in breach of or cause the Board of Directors to include its obligations under this Section 5.11, in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reasonCompany has complied with the terms and conditions set forth herein, and the vacancy will be filled representatives identified by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall Purchaser are not be entitled to designate any person as a nominee elected to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with by the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials's stockholders.