Common use of Board Representation Clause in Contracts

Board Representation. (a) Effective 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 (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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. Lama, the 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 (with such consent not to be unreasonably withheld) and the holders of a majority of the 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 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 two Investor Representatives. (b) The Company shall 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 (a), (ii) to 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 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 of the 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 stockholders of the Company at which 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. (d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) 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, 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 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 Investor Stockholders, each of the Company, ITI and Casty agrees not to take any action that would cause the number of Directors constituting the entire Board to 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 capacity as a Director of the Company. The foregoing shall not limit the obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders of the Company hereunder.

Board Representation. (a) Effective on the date hereof, the Board shall, except as otherwise provided below, shall be comprised of seven eight (7) 8) Directors of whom: (i) two three (23) shall be designees of the Investor Stockholders (the "Investor Representatives"), (ii) one (1) shall be a the designee of ITI (the "ITI Representative"), (iii) one (1) shall be a the designee of Casty (the "Casty Representative"), (iv) one (1) shall be jointly designated by ITI and Casty (the "Joint Representative") and (v) the others two (2) shall be Independent Directors acceptable to the Investor Stockholders Stockholders, ITI and Casty (with such consent consents not to be unreasonably withheldwithheld or delayed) (the "Independent Representatives") and who, commencing with the election of Directors at the next annual meeting of stockholders, have has been elected by the holders of a majority of the outstanding Voting Securities. The initial Investor Representatives shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇, ▇▇▇▇ ▇. LamaLama and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the initial ITI Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the initial Casty Representative shall be ▇▇▇▇▇▇ ▇▇▇▇▇, the initial Joint Representative shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇ and the initial Joint Representative Independent Representatives shall be ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. If, at any time, ITI and Casty are unable to agree upon the designation of a the Joint Representative, the Joint Representative shall be designated by ▇▇▇▇ ▇▇▇▇▇▇. Notwithstanding the foregoing, at such time as an Independent Director acceptable to the Investor Stockholders (with such consent not to be unreasonably withheld) and the holders of a majority of the 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 Investor Representatives to resign from the Board. For purposes hereof, each of the 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 two three Investor Representatives. (b) The Company shall 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 (a), (ii) to include in the slate of nominees recommended by the Board the Investor Representatives, the ITI Representative, the Casty Representative, the Joint Representative and the Joint Representative Independent Representatives (collectively, the "Representatives"), with the remaining Directors to be Independent Directors acceptable to the 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 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 Board, including nominating such individuals to be elected as Directors as provided herein. (c) Each of the Investor Stockholders, ITI Stockholders and Casty 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 stockholders of the Company at which 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. (d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) 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 Stockholders and Casty the Stockholders hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. Upon the written request of the Investor Stockholders, ITI and/or Casty, as the case may beany party who is entitled to designated a Representative, each of the others 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 the formersuch party. Unless the Investor StockholdersUnless, ITI and/or Casty, as the case may be, 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 former. (e) Without the written consent of the Investor Stockholders, each Each of the Company, ITI the Investor Stockholders and Casty the Stockholders agrees not to take any action that would cause the number of Directors constituting the entire Board to be other than seven eight (7)8) without the written consent of each other party. (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 Representatives now or hereafter serving on the Board and shall not prevent the designees of the Investor Stockholders, ITI or Casty Representatives now or hereafter serving on the Board from taking any action or refraining to take any action while acting in the capacity as a Director of the Company. The foregoing shall not limit the obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders 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 Stockholders, ITI and Casty, each of the Company, the Investor Stockholders and the Stockholders agree to take all actions reasonably necessary to cause (including all of such actions described in Section 2.1(c) hereof)

Board Representation. (a) Effective on the date hereof, the Board shall, except as otherwise provided below, shall be comprised of seven (7) Directors of whom: (i) two three (23) shall be designees of the Investor Stockholders (the "Investor Representatives"), (ii) one (1) shall be a the designee of ITI (the "ITI Representative"), (iii) one (1) shall be a the designee of Casty (the "Casty Representative"), (iv) one (1) shall be jointly an Independent Director designated by ITI and Casty the Investor Stockholders (the "Joint Investor Independent Representative") and (v) the others one (1) shall be an Independent Directors Director acceptable to the Investor Stockholders Stockholders, Casty and ITI (with such consent consents not to be unreasonably withheldwithheld or delayed) 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"Independent Representative"). The initial Investor Representatives shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇, ▇▇▇▇ ▇. LamaLama and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the initial ITI Representative shall be Shalom, the initial Casty Representative shall be Eidelstein, the initial Investor Independent Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the initial Casty Representative shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and the initial Joint Independent 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 (with such consent not to be unreasonably withheld) and the holders of a majority of the 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 Investor Representatives to resign from the Board. For purposes hereof, each of the Series A Preferred Director (as defined in three Investor Representatives and the Certificate of Designation) Investor Independent Representative shall count as one of the two Investor Representativesfour Preferred Directors (as defined in the Certificates of Designation). (b) The Company shall 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 (a), (ii) to 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 Joint Independent Representative (collectively, the "Representatives"), with the remaining Directors to be Independent Directors acceptable to the 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 and, in the Certificate 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 Board, including nominating such individuals to be elected as Directors as provided herein. (c) Each of the Investor Stockholders, ITI Stockholders and Casty 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 stockholders of the Company at which 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. (d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) 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 Stockholders and Casty the Stockholders hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. Upon the written request of the Investor Stockholders, ITI and/or Casty, as the case may beany party who is entitled to designate a Representative, each of the others 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 the formersuch party. Unless the Investor StockholdersUnless, ITI and/or Casty, as the case may be, 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 former. (e) Without the written consent of the Investor Stockholders, each Each of the Company, ITI the Investor Stockholders and Casty 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)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 fiduciary obligations of the designees of the Investor Stockholders, ITI and Casty Representatives now or hereafter serving on the Board and shall not prevent the designees of the Investor Stockholders, ITI or Casty Representatives now or hereafter serving on the Board from taking any action or refraining to take any action while acting in the capacity as a Director of the Company. The foregoing shall not limit the rights or obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders of the Company hereunder.

Board Representation. (a) Effective 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 (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▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇ Mark ▇. ▇▇▇▇ ▇. Lamaa, the initial ITI Representative shall be ▇▇▇▇Mich▇▇▇ ▇▇▇▇▇▇, the ▇▇e initial Casty Representative shall be ▇▇▇▇ Joel ▇▇▇▇▇▇▇▇▇▇, and ▇▇d the initial Joint Representative shall be ▇▇▇▇Zalm▇▇ ▇▇▇▇▇▇. 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 ▇▇▇▇ Jose ▇▇▇▇▇▇. Notwithstanding ▇▇twithstanding the foregoing, at such time as an Independent Director acceptable to the Investor Stockholders (with such consent not to be unreasonably withheld) and the holders of a majority of the 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 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 two Investor Representatives. (b) The Company shall 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 (a), (ii) to 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 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 of the 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 stockholders of the Company at which 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. (d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) 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, 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 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 Investor Stockholders, each of the Company, ITI and Casty agrees not to take any action that would cause the number of Directors constituting the entire Board to 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 capacity as a Director of the Company. The foregoing shall not limit the obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders of the Company hereunder.to

Board Representation. (a) Effective on as of the date hereofFirst -------------------- Closing, the Board shall, except as otherwise provided below, shall be comprised of seven eight (7) 8) Directors of whom: (i) whom 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 (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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. Lama, the 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 (with such consent not to be unreasonably withheld) and the holders of a majority of the 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 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 two Investor RepresentativesStockholder. (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 (i) to cause the Board to consist of the number of Directors specified in clause (a) or (b), (ii) as applicable and to 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 designees of the Investor Stockholders (with Stockholder. The Company shall also take such acceptance not to action as may be unreasonably withheld) and (iii) required under applicable law to cause the Investor Representatives Directors to be duly appointed in accordance with the foregoing and the Certificate divided as equally as practicable among each class of Designation. Directors. (d) The Company agrees to use its reasonable best efforts to cause the election of each designee of the Representatives Investor Stockholder 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 stockholders of the Company at which 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. (de) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any RepresentativeInvestor Director, 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 Investor Stockholder as soon as possible, who is designated in the manner specified in this Section 2.1. Each of , and the Company, each Investor Stockholders, ITI and Casty Company hereby agrees to take, at any time and from time to 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 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. (ef) Without the written consent of the Investor StockholdersStockholder, each of the Company, ITI and Casty Company agrees not to take any action that would cause the number of Directors constituting the entire Board to be other than seven eight (7)8) from and after the First Closing or nine (9) from and after the Qualified Option Closing. (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 capacity as a Director of the Company. The foregoing shall not limit the obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders of the Company hereunder.

Board Representation. (a) Effective on From and after the date hereofFirst Tranche Closing Date and for as long as the Purchaser holds any Securities, the Company shall take all actions within its control as are necessary to cause the election or appointment as a member of the Board shall(and any executive committee thereof) of an individual to be designated by the Purchaser, except 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 provided belowwith such representative. (b) In addition to, be comprised and without limitation of seven the Purchaser's rights pursuant to paragraph (7a) Directors of whom: this Section, from and after the First Tranche Closing Date and for as long as the sum of (i) two (2) shall be designees of the Investor Stockholders (the "Investor Representatives")all First Tranche Common Shares, (ii) one all Conversion Shares (1including for purposes of this clause (ii) shall all Conversion Shares that would be a designee issuable upon conversion in full of ITI (the "ITI Representative"), all outstanding Notes as of such time) and (iii) one all Warrant Shares (1including for purposes of this clause (iii) shall all Warrant Shares that would be a designee issuable upon exercise in full of Casty (the "Casty Representative"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: (ivA) one cause the election or appointment as a member of the Board of a Qualified Independent Director (1) shall be jointly designated by ITI and Casty (the "Joint Representative") as defined below); and (vB) the others shall be Independent Directors acceptable permit an individual 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. Lama, the 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 ▇▇▇▇ ▇▇▇▇▇▇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 such any time as that the Purchaser would be entitled to designate an Independent Director acceptable observer to the Investor Stockholders Board pursuant to the foregoing clause (with such consent not B), the Purchaser shall be entitled in lieu thereof, to be unreasonably withheld) designate a second representative for election or appointment to the Board and the holders of Company shall take all actions within its control as are necessary to cause the election or appointment as a majority member of the outstanding Voting Securities held Board (and any executive committee thereof) of such representative, including without limitation, nominating the representative identified by the Stockholders has been elected 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 Investor Stockholders 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 only be entitled 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 Investor Representative, and the Investor Stockholders shall thereafter, as promptly as practicable, take all action necessary to cause one member of the Investor Representatives Board pursuant to resign from the Board. For purposes hereofparagraph (a) of this Section, 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 take such action all actions as may be required under applicable law (i) are necessary to cause the Board to consist of not more than seven members, including the number member of Directors specified in clause (a), (ii) to include in the slate of nominees recommended Board designated by the Purchaser; provided, that at any time that the Purchaser has the right to designate a second member of the Board the Investor Representativespursuant to paragraph (b) of this Section, the ITI Representative, the Casty Representative and the Joint Representative (collectively, the "Representatives"), with the remaining Directors to be Independent Directors acceptable to the 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 of the 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 stockholders of the Company at which Directors are to be elected or to shall take all actions by written consent in lieu of any such meeting as are necessary to cause the Representatives Board to consist of not more than eight members, including the two members 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 DirectorsPurchaser. (d) In the event that a vacancy is created at any time The Company shall reimburse all reasonable expenses (including travel and lodging expenses) incurred by the deathPerseus Directors or the Perseus Observers, disability, retirement, resignation in connection with their attendance at meetings of the Board or removal committees thereof. The Company shall provide and maintain in effect customary indemnification (with including provisions relating to the advancement of expenses incurred in the defense of any action or without causesuit) of the Perseus Directors, and in any Representativeevent such indemnification shall be on terms no less favorable than those provided as of the date of this Agreement to the members of the Board of Directors pursuant to the Certificate of Incorporation, the remaining Directors and Bylaws, applicable Law or otherwise. In addition, the Company shall cause the vacancy created thereby to be filled by obtain and maintain in effect a new designee customary officers' and directors' liability insurance policy covering acts and omissions 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 Perseus Directors and having a coverage limit of the Company, each Investor Stockholders, ITI and Casty hereby agrees to take, at any time and from time to 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 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 formernot less than $5,000,000. (e) Without 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 the Board is a director, officer, employee or partner of the Purchaser or any Affiliate of the Purchaser, the Company shall publicly disclose any material event or circumstance that has occurred or material information that exists with respect to the Company or any of its Subsidiaries or its or their business, properties, operations or financial conditions, which, under applicable Law, requires public disclosure or announcement by the Company prior to the Company'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 Investor Stockholders, each of the Company, ITI and Casty agrees not to take any action that would cause the number of Directors constituting the entire Board to be other than seven (7)Purchaser. (f) The covenants and agreements set forth herein actions to be taken by the Company pursuant to this Section 5.11 shall be subject include appointing the Perseus Directors to the fiduciary obligations 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 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 Company at any action or refraining to take any action while acting in the capacity as a Director meeting of the Company's stockholders at which such directors will be elected, recommending their election to the Board, and soliciting and voting proxies in favor of their election. The foregoing For purposes of clarification, the Company shall not limit be deemed to be in breach of its obligations under this Section 5.11, in the obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders of event that the Company hereunderhas complied with the terms and conditions set forth herein, and the representatives identified by the Purchaser are not elected to the Board by the Company's stockholders.

Board Representation. (a) Effective on the date hereof, the Board shall, except as otherwise provided below, shall be comprised of seven (7) Directors of whom: (i) two three (23) shall be designees of the Investor Stockholders (the "Investor Representatives"), (ii) one (1) shall be a the designee of ITI (the "ITI Representative"), (iii) one (1) shall be a the designee of Casty (the "Casty Representative"), (iv) one (1) shall be jointly an Independent Director designated by ITI and Casty the Investor Stockholders (the "Joint Investor Independent Representative") and (v) the others one (1) shall be an Independent Directors Director acceptable to the Investor Stockholders Stockholders, Casty and ITI (with such consent consents not to be unreasonably withheldwithheld or delayed) 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"Independent Representative"). The initial Investor Representatives shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Richard Capone, Mark O. Lama and ▇▇▇▇ ▇. LamaGeorge Duarte, the initial ITI Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the initial Casty Representative shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇e ▇▇▇▇▇ ▇e Shalom, ▇▇▇ ▇▇▇▇▇▇▇ ▇asty Representative shall be Eidelstein, the initial Investor Independent Representative shall be Patrick Delhougne and the initial Joint Independent Representative shall be ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇er. IfFor purposes hereof, at any time, ITI and Casty are unable to agree upon each of the designation of a Joint Representative, the Joint Representative shall be designated by ▇▇▇▇ three Investor R▇▇▇▇▇▇. Notwithstanding the foregoing, at such time as an Independent Director acceptable to the Investor Stockholders (with such consent not to be unreasonably withheld) and the holders of a majority of the 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, ▇▇▇▇▇▇es and the Investor Stockholders shall thereafter, as promptly as practicable, take all action necessary to cause one of the Investor Representatives to resign from the Board. For purposes hereof, the Series A Preferred Director (as defined in the Certificate of Designation) Independent Representative shall count as one of the two Investor Representativesfour Preferred Directors (as defined in the Certificates of Designation). (b) The Company shall 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 (a), (ii) to 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 Joint Independent Representative (collectively, the "Representatives"), with the remaining Directors to be Independent Directors acceptable to the 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 and, in the Certificate 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 Board, including nominating such individuals to be elected as Directors as provided herein. (c) Each of the Investor Stockholders, ITI Stockholders and Casty 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 stockholders of the Company at which 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. (d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) 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 this Section 2.1. Each of the Company, each Investor Stockholders, ITI Stockholders and Casty the Stockholders hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. Upon the written request of the Investor Stockholders, ITI and/or Casty, as the case may beany party who is entitled to designate a Representative, each of the others 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 the formersuch party. Unless the Investor StockholdersUnless, ITI and/or Casty, as the case may be, 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 former. (e) Without the written consent of the Investor Stockholders, each Each of the Company, ITI the Investor Stockholders and Casty agrees the Stockholders agree not to take any action that would cause the number of Directors constituting the entire Board to be other than seven (7)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 fiduciary obligations of the designees of the Investor Stockholders, ITI and Casty Representatives now or hereafter serving on the Board and shall not prevent the designees of the Investor Stockholders, ITI or Casty Representatives now or hereafter serving on the Board from taking any action or refraining to take any action while acting in the capacity as a Director of the Company. The foregoing shall not limit the rights or obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders of the Company hereunder.

Board Representation. (a) Effective 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 Eidelstein (the "Casty Eidelstein Representative"), (iv) one (1) shall be jointly designated by ITI and Casty Eidelstein (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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. Lama, the initial ITI Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the initial Casty Eidelstein Representative Exhibit 10.13 shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and the initial Joint Representative shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇. If, at any time, ITI and Casty 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 (with such consent not to be unreasonably withheld) and the holders of a majority of the 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 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 two Investor Representatives. (b) The Company shall 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 (a), (ii) to include in the slate of nominees recommended by the Board the Investor Representatives, the ITI Representative, the Casty Eidelstein Representative and the Joint Representative (collectively, the "Representatives"), with the remaining Directors to be Independent Directors acceptable to the 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 of the 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 stockholders of the Company at which 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. (d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) 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, all actions necessary to accomplish the same. Upon the written request of the Investor Stockholders, ITI and/or CastyEidelstein, 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 former. Unless the Investor Stockholders, ITI and/or CastyEidelstein, 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 Investor Stockholders, each of the Company, ITI and Casty agrees not to take any action that would cause the number of Directors constituting the entire Board to 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 Eidelstein now or hereafter serving on the Board and shall not prevent the designees of the Investor Stockholders, ITI or Casty Eidelstein now or hereafter serving on the Board from taking any action or refraining to take any action while acting in the capacity as a Director of the Company. The foregoing shall not limit the obligations of the Investor Stockholders, ITI and Casty Eidelstein in their capacity as stockholders of the Company hereunder.

Board Representation. (a) Effective on Subject to the date hereofterms and conditions contained herein (including Section 2.4), effective as of the consummation of the Transaction, the Board shall, except as otherwise provided below, be comprised of seven (7) Directors of whom: (i) two (2) Investor shall be designees entitled to appoint one individual selected by the Investor (the “Investor Nominee”) to the board of directors of the Investor Stockholders Company (the "Investor Representatives"“Board”), (ii) one (1) as provided herein, and such individual shall serve as a member of each committee of the Board; provided, that the identity of such individual 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 subject to the Investor Stockholders approval of the Company (with such consent which approval may not to be unreasonably withheld) who, commencing with conditioned or delayed and is subject to the election of Directors at the next annual meeting of stockholders, have been elected by the holders of a majority satisfaction of the outstanding Voting Securitiesconditions set forth in Section 2.1(d)). The initial Investor Representatives shall be ▇Manager, on behalf of the Investor, hereby appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. Lama, the initial ITI Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ as the initial Casty Representative shall be ▇▇▇▇ Investor Nominee, and the Company confirms that ▇▇▇▇▇▇▇▇▇▇, and the initial Joint Representative shall be ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇. If▇ has been vetted by the Nominating and Corporate Governance Committee in accordance with the Company’s Corporate Governance Guidelines, at that he is qualified and suitable to serve as a director of the Company, and that the Company shall not raise 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 objection to the Investor Stockholders (with Manager selecting such consent not to be unreasonably withheld) and the holders of a majority of the 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 individual on behalf of the Investor Representatives to resign from as 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 RepresentativesNominee. (b) The Company shall take such action as may be required under applicable law shall, upon the consummation of the 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 Board Investor Nominee to consist be appointed to fill such vacancy and serve as a director of the number 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 Directors specified in clause nominees presented to the shareholders of the Company for election at each annual meeting of the shareholders of the Company (aor any special meeting of the shareholders of the Company called for the purpose of electing directors), (ii) to include recommend that the Company’s shareholders vote in the slate favor 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 Investor Stockholders (with such acceptance not to be unreasonably withheld) Nominee and (iii) use reasonable best efforts, and in no case less than the efforts used to cause the Investor Representatives to be duly appointed election of any other board nominee included in accordance with the foregoing and the Certificate Board’s slate of Designation. The Company agrees to use its reasonable best efforts nominees, to cause the election of the Representatives to Investor Nominee at such meeting, including, without limitation, by soliciting proxies in favor of the Board, including nominating such individuals to be elected as Directors as provided herein. (c) Each election of the Investor Stockholders, ITI and Casty agrees Nominee 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 stockholders Board from the shareholders of the Company at which Directors are eligible to be 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 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 shareholders of the terms of this Agreement to be elected Company, then the Company shall promptly appoint the Investor Nominee to the Board and agrees to use his or its reasonable best efforts to cause the election of each such designee pursuant to the Board, including nominating such individuals to be elected as Directorsprovisions of Section 2.1(a). (d) In Notwithstanding anything in this Article 2 to the event contrary, the Company shall not be required to appoint to the Board, cause to be nominated for election to the Board, or 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 a vacancy is created at any time by upon the death, disability, retirement, resignation or removal (with or without cause) occurrence of any Representativefailure to provide materials or information described above, the remaining Directors 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 action or the meeting of the shareholders of the Company called with respect to such election of nominees, and the Company shall cause the vacancy created thereby use reasonable best efforts 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 perform its obligations under 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, 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 Agreement 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 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 formersuch alternate nominee. (e) Without The Company hereby acknowledges and agrees that the written consent Investor Nominee may, at the Investor’s discretion, be an existing director, officer, employee or consultant of the Investor Stockholdersor any of its Affiliates, each of the Company, ITI and Casty agrees not to take or any action other individual that would cause the number of Directors constituting the entire Board to be other than seven has a relationship (7). (fmaterial or otherwise) The covenants and agreements set forth herein shall be subject to the fiduciary obligations of the designees of with the Investor Stockholders, ITI and Casty now or hereafter serving on the Board and shall not prevent the designees any 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 capacity as a Director of the Company. The foregoing shall not limit the obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders of the Company hereunderits Affiliates.

Board Representation. (a) Effective on Until the date hereof, the Board shall, except as otherwise provided below, be comprised earlier of seven (7) Directors of whom: (i) two (2) shall be designees of the Investor Stockholders (the "Investor Representatives")August 23, 2017 and (ii) such date and time as the Investor, together with the Investor’s Affiliates, no longer beneficially hold at least 1,000,000 shares (as adjusted for stock splits, stock dividends and the like) of Common Stock (the “Representation End Date”), the Investor shall be entitled to designate one (1) shall be person to serve as a designee member of ITI the Board of Directors (the "ITI Representative"), (iii“Board”) one (1) shall be a designee of Casty the Company (the "Casty “Investor Representative"”). Initially, (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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. Lama, the 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 ▇▇▇▇ (“▇▇▇▇▇▇”), who shall be appointed by the Board immediately following the Closing to fill an existing vacancy. Notwithstanding the foregoing, If at such any time as an Independent Director acceptable to the Investor Stockholders (desires to remove, with such consent not to be unreasonably withheld) and the holders of a majority of the outstanding Voting Securities held by the Stockholders has been elected to the Boardor without cause, an Investor Representative, the Investor Stockholders shall only be entitled to designate one a replacement Investor Representative, and the Investor Stockholders shall thereafter, Representative to serve as promptly as practicable, take all action necessary to cause one a member of the 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 two Investor Representativesaccordance with Section 1(b). (b) If, at any time prior to the Representation End Date, ▇▇▇▇▇▇ (or any other individual who becomes the Investor Representative in accordance with this Section 1(b)) is no longer available to serve on the 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 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 may be required under applicable law (i) to cause the Board to consist of the number of Directors specified in clause (a), (ii) to 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 Investor Stockholders (with such acceptance not to be unreasonably withheld) and (iii) is necessary to cause the Investor Representatives Representative to be duly appointed nominated for election at any meeting of the Company’s stockholders at which directors in the class in which such Investor Representative serves are elected, as applicable, in accordance with the foregoing Company’s certificate of incorporation and the Certificate of Designation. The Company agrees bylaws, as may be amended from time to use its reasonable best efforts to cause the election of the 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 stockholders of the Company at which 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 Directorstime. (d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Representative, the remaining Directors and the Company The Investor Representative shall cause the vacancy created thereby be entitled 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 compensation from the Company, each Investor Stockholdersreimbursement of costs and expenses, ITI indemnification and Casty hereby agrees to take, at any time directors and from time to time, all actions necessary to accomplish the same. Upon the written request of the Investor Stockholders, ITI and/or Casty, as the case may beofficers insurance coverage, each of consistent with the others shall vote, or act by written consent Company’s practices and policies 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 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 formernon-employee directors. (e) Without the written consent of the Investor Stockholders, each of the Company, ITI and Casty agrees not to take any action that would cause the number of Directors constituting the entire Board to 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 capacity as a Director of the Company. The foregoing shall not limit the obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders of the Company hereunder.

Board Representation. (a) Effective on the date hereof, the Board shall, except as otherwise provided below, shall be comprised of seven (7) Directors of whom: (i) two three (23) shall be designees of the Investor Stockholders (the "Investor Representatives"), (ii) one (1) shall be a the designee of ITI (the "ITI Representative"), (iii) one (1) shall be a the designee of Casty (the "Casty Representative"), (iv) one (1) shall be jointly an Independent Director designated by ITI and Casty the Investor Stockholders (the "Joint Investor Independent Representative") and (v) the others one (1) shall be an Independent Directors Director acceptable to the Investor Stockholders Stockholders, Casty and ITI (with such consent consents not to be unreasonably withheldwithheld or delayed) 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"Independent Representative"). The initial Investor Representatives shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇, ▇▇▇▇ ▇. LamaLama and ▇▇▇▇▇▇ ▇▇▇▇▇▇, the initial ITI Representative shall be Shalom, the initial Casty Representative shall be Eidelstein, the initial Investor Independent Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the initial Casty Representative shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and the initial Joint Independent 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 (with such consent not to be unreasonably withheld) and the holders of a majority of the 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 Investor Representatives to resign from the Board. For purposes hereof, each of the Series A Preferred Director (as defined in three Investor Representatives and the Certificate of Designation) Investor Independent Representative shall count as one of the two Investor Representativesfour Preferred Directors (as defined in the Certificates of Designation). (b) The Company shall 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 (a), (ii) to 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 Joint Independent Representative (collectively, the "Representatives"), with the remaining Directors to be Independent Directors acceptable to the 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 and, in the Certificate 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 Board, including nominating such individuals to be elected as Directors as provided herein. (c) Each of the Investor Stockholders, ITI Stockholders and Casty 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 stockholders of the Company at which 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. (d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) 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 this Section 2.1. Each of the Company, each Investor Stockholders, ITI Stockholders and Casty the Stockholders hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. Upon the written request of the Investor Stockholders, ITI and/or Casty, as the case may beany party who is entitled to designate a Representative, each of the others 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 the formersuch party. Unless the Investor StockholdersUnless, ITI and/or Casty, as the case may be, 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 former. (e) Without the written consent of the Investor Stockholders, each Each of the Company, ITI the Investor Stockholders and Casty 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)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 fiduciary obligations of the designees of the Investor Stockholders, ITI and Casty Representatives now or hereafter serving on the Board and shall not prevent the designees of the Investor Stockholders, ITI or Casty Representatives now or hereafter serving on the Board from taking any action or refraining to take any action while acting in the capacity as a Director of the Company. The foregoing shall not limit the rights or obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders of the Company hereunder.

Board Representation. ‌ (a) Effective on Following the date hereofClosing Date, the Company's Board shall, except as otherwise provided below, be comprised shall consist of seven three (3) to 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 (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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. Lama, the 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 (with such consent not to be unreasonably withheld) and the holders of a majority of the 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 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 two Investor Representativesdirectors. (b) Following the Closing Date, if the Investor, alone or acting jointly or in concert with aonther Person, is the largest shareholder of the Company which holds the greatest number of Common Shares of the Company, the Investor shall be entitled to designate such number of individuals (each, an "Investor's Nominee", and collectively, the "Investor's Nominees") which represent more than half of the seats on the Board, to be nominated and, if elected, to serve for a term expiring not earlier than the Company'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 such action all steps as may be required under applicable law necessary to appoint each Investor's Nominee to the Board; (ie) 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 meeting of Shareholders thereafter at which directors are to be elected, the Company shall cause the Board Investor's Nominees to consist of the number of Directors specified in clause (a), (ii) to include be included in the slate of nominees recommended proposed 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 Company to the Investor Stockholders Shareholders for election as directors; (with such acceptance not to be unreasonably withheldg) 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 shall use its commercially reasonable best efforts to cause the election of the Representatives to the BoardInvestor's Nominees, including nominating such individuals to be elected as Directors as provided herein. (c) Each soliciting proxies in favour 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 itelection of the Investor's Nominees. The Company agrees, at each annual or the request of the Investor, to call a special meeting of Shareholders for the stockholders purpose of the Company electing any Investor’s Nomieee; (h) The Parent agrees to vote their Common Shares at which Directors are all meetings of Shareholders and to be execute any written consent resolution required in order to ensure that each Investor’s Nominee is elected or to take all actions by written consent appointed and maintained in lieu of any such meeting office as are necessary to cause the Representatives designated by the others a Director 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. (d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) 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, all actions necessary to accomplish the same4.3. Upon the written request of the Investor Stockholdersto remove an Investor’s Nominee from the Board, ITI and/or Castythe 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 are to be elected and the Investor shall advise the Company and the Board of the names of the Investor's Nominees within ten (10) Business Days after receiving such notice; (j) If the Investor does not advise the Company and the Board of 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 the relevant meeting of the Shareholders; (k) If any Investor's Nominee ceases to hold office as a director of the Company for any 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 case may be, each of Board to replace any Investor's Nominees who have ceased to hold office; (l) Neither 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 Board nor the Company will be taken all actions necessary entitled to remove any Director designated Investor's Nominee unless such removal is directed or approved by the former. Unless affirmative vote of the Investo or the Investor Stockholdersis no longer so entitled to designate or approve such director, ITI and/or Castypursuant to this Section 4.3; (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 elect or appoint the case may be, shall otherwise request in writing, none new director and preserve the Business and assets of the others shall take any action to cause the removal of any Director designated Company and its Subsidiaries. If a replacement director is not elected by the formerInvestor within ten (10) Business Days s of such vacancy occurring because of the failure of the Investor to do so, the directors then in office shall be entitled to transact business and exercise all of the powers and functions of the Board. (en) Without the written consent A quorum for meetings of the Investor Stockholders, each Board consists of a majority of the Companymembers of the Board, ITI 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 Casty agrees 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 to take any action that would cause present at the number reconvened meeting within 30 minutes after the time fixed for holding the adjourned meeting, the quorum at the reconvened meeting is a majority of Directors constituting the entire members of the Board to (and no particular directors need be other than seven (7present). (fo) The covenants and agreements set forth herein Company shall be subject to pay all reasonable expenses incurred by 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 Investor's Nominees in the capacity as a Director performance of the Company. The foregoing shall not limit the obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders duties for or on behalf of the Company hereunderincurred 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 respect of the Investor's Nominees of the same kind and type provided for the Company's other director and officers；

Board Representation. (a) Effective on the date hereof, the Board shall, except as otherwise provided below, shall be comprised of seven eight (7) 8) Directors of whom: (i) two three (23) shall be designees of the Investor Stockholders (the "Investor Representatives"), (ii) one (1) shall be a the designee of ITI (the "ITI Representative"), (iii) one (1) shall be a the designee of Casty (the "Casty Representative"), (iv) one (1) shall be jointly designated by ITI and Casty (the "Joint Representative") and (v) the others two (2) shall be Independent Directors acceptable to the Investor Stockholders Stockholders, ITI and Casty (with such consent consents not to be unreasonably withheldwithheld or delayed) (the "Independent Representatives") and who, commencing with the election of Directors at the next annual meeting of stockholders, have has been elected by the holders of a majority of the outstanding Voting Securities. The initial Investor Representatives shall be ▇▇▇▇Char▇▇▇ ▇. ▇▇▇▇▇ ▇, ▇▇rk ▇. ▇▇▇a and ▇Char▇▇▇ ▇. Lama▇▇▇▇▇▇, the ▇▇e initial ITI Representative shall be ▇▇▇▇Mich▇▇▇ ▇▇▇▇▇▇, the ▇▇e initial Casty Representative shall be Geor▇▇ ▇▇▇▇▇, ▇▇e initial Joint Representative shall be Joel ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ the initial Independent Representatives shall be Burt▇▇ ▇▇▇▇▇ ▇▇▇ Patr▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and the initial Joint Representative shall be . ▇▇▇▇▇▇ ▇▇▇▇▇▇. If, at any time, ITI and Casty are unable to agree upon the designation of a the Joint Representative, the Joint Representative shall be designated by ▇▇▇▇ Jose ▇▇▇▇▇▇. Notwithstanding ▇▇r purposes hereof, each of the foregoing, at such time two Series A Preferred Directors (as an Independent Director acceptable to defined in the Investor Stockholders (with such consent not to be unreasonably withheldSeries A Certificate of Designation) and the holders of a majority of the 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 Investor Representatives to resign from the Board. For purposes hereof, the Series A B Preferred Director (as defined in the Series B Certificate of Designation) shall each count as one of the two three Investor Representatives. (b) The Company shall 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 (a), (ii) to include in the slate of nominees recommended by the Board the Investor Representatives, the ITI Representative, the Casty Representative, the Joint Representative and the Joint Representative Independent Representatives (collectively, the "Representatives"), with the remaining Directors to be Independent Directors acceptable to the 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 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 Board, including nominating such individuals to be elected as Directors as provided herein. (c) Each of the Investor Stockholders, ITI Stockholders and Casty 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 stockholders of the Company at which 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. (d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) 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 Stockholders and Casty the Stockholders hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. Upon the written request of the Investor Stockholders, ITI and/or Casty, as the case may beany party who is entitled to designated a Representative, each of the others 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 the formersuch party. Unless the Investor StockholdersUnless, ITI and/or Casty, as the case may be, 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 former. (e) Without the written consent of the Investor Stockholders, each Each of the Company, ITI the Investor Stockholders and Casty the Stockholders agrees not to take any action that would cause the number of Directors constituting the entire Board to be other than seven eight (7)8) without the written consent of each other party. (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 Representatives now or hereafter serving on the Board and shall not prevent the designees of the Investor Stockholders, ITI or Casty Representatives now or hereafter serving on the Board from taking any action or refraining to take any action while acting in the capacity as a Director of the Company. The foregoing shall not limit the obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders 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 Stockholders, ITI and Casty, each of the Company, the Investor Stockholders and the Stockholders agree to take all actions reasonably necessary to cause (including all of such actions described in Section 2.1(c) hereof)

Board Representation. (a) Effective on From the date hereofof this Agreement, the Board shallCompany and, except as otherwise provided belowafter the Effective Time, be comprised of seven (7) Directors of whom: the Surviving Corporation, shall take all Necessary Actions such that: (i) two (2) shall be designees of Immediately following the Investor Stockholders (the "Investor Representatives")Effective Time, (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 (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 ▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇. ▇▇▇▇▇ ▇▇▇”) shall serve as a Class III director of the Company 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 ▇▇. ▇▇▇▇▇▇▇ ▇. Lamaresign 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 initial ITI Representative shall be Sponsor will have the right to designate either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the initial Casty Representative shall be ▇▇ (“▇▇▇▇ . ▇▇▇▇▇▇▇▇”) 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 that ▇▇, and the initial Joint Representative shall be . ▇▇▇▇▇▇▇ or any Replacement Director, as applicable, shall serve as a director of the Company until the end of the First Term. (ii) During the First Term, ▇▇. ▇▇▇▇▇▇. If▇▇ shall serve as a non-voting observer who shall be entitled to attend each regularly scheduled, special and other meeting (including telephonic meetings) of the 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 time, ITI and Casty are unable fiduciary duties to agree upon the designation Company or its stockholders as a result of a Joint Representativehis capacity or service as an observer as contemplated hereby (in such capacity, the Joint Representative shall be designated by “Board Observer”); provided, that should ▇▇▇▇ . ▇▇▇▇▇▇▇▇ become unable to serve as the Board Observer due to death, disability or other reasons or otherwise cease to serve as the Board Observer for any reason prior to the expiration of the First Term, the 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, further, that the 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 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 (C) 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 Effective Time and shall serve as a Class III director of the Company and a director of the 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 take all Necessary Actions to appoint ▇▇. ▇▇▇▇▇▇▇▇ as a Class III director of the Company, including increasing the size of the Board 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 Board for any reason prior to the expiration of the Second Term, the Sponsor will have the right to designate a Replacement Director who shall serve as a Class III director of the Company until the end of the Second 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 that ▇▇. ▇▇▇▇▇▇▇▇ or any Replacement Director, as applicable, shall serve as a director of the Company until the end of the Second Term. (iv) Notwithstanding the foregoing, at such time (A) any director nominee or Person serving as an Independent the Board Observer designated pursuant to this Section 6 may be removed from their position for Cause (provided that Sponsor shall have the right to designate (1) in the case of a 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 Investor Stockholders (with such consent not Company to be unreasonably withheld) and serve as the holders of a majority Board Observer until the end of the outstanding Voting Securities held by the Stockholders has been elected to First Term), (B) Sponsor shall not nominate a Disqualified Individual, and (C) Sponsor may not have more than one representative as a director on 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 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 two Investor Representatives. (b) The Company shall 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 (a), (ii) to 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 Investor Stockholders (with such acceptance agrees not to be unreasonably withheld) and (iii) to cause take, directly or indirectly, any actions that would frustrate, obstruct or otherwise affect the Investor Representatives to be duly appointed in accordance with the foregoing and the Certificate provisions of Designation. The Company agrees to use its reasonable best efforts to cause the election of the Representatives to the Board, including nominating such individuals to be elected as Directors as provided hereinthis Section 6. (c) Each 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 Investor Stockholders, ITI and Casty agrees Board generally or 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 which all such members of the stockholders Board are entitled. In furtherance of the foregoing, the Company at which Directors are shall indemnify, exculpate, and reimburse fees and expenses of such director and provide such director with directors’ and officers’ liability insurance to be elected the same extent it indemnifies, exculpates, reimburses and provides insurance for the other members of the Board pursuant to the Charter, the Bylaws or to other organizational documents of the Company, any indemnification agreement with such director, applicable Law or otherwise; provided, that upon removal or resignation of such director for any reason, the Company shall take all actions by written consent 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 lieu respect of any act or omission occurring at or prior to 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 Directorsevent. (d) In The Company shall reimburse the event that a vacancy is created at any time Board Observer for all reasonable and documented out-of-pocket expenses incurred by the death, disability, retirement, resignation or removal (Board Observer in connection with or without cause) the Board Observer’s attendance at meetings 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, 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 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 Investor Stockholders, each of the Company, ITI and Casty agrees not to take any action that would cause the number of Directors constituting the entire Board to 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 any committees thereof. The Company shall not prevent the designees of the Investor Stockholders, ITI or Casty now or hereafter serving on provide the Board from taking any action or refraining Observer with directors’ and officers’ liability insurance to take any action while acting in the capacity as a Director of same extent it provides insurance for the Company. The foregoing shall not limit the obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders directors of the Company hereunderand enter into an indemnification agreement with the Board Observer in a form mutually acceptable to the Company and the Board Observer.

Board Representation. (a) Effective on the date hereof, the Board shall, except as otherwise provided below, shall be comprised of seven (7) Directors of whom: (i) two three (23) shall be designees of the Investor Stockholders (the "Investor Representatives"), (ii) one (1) shall be a the designee of ITI (the "ITI Representative"), (iii) one (1) shall be a 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 (v) the others one (1) shall be an Independent Directors Director acceptable to the Investor Stockholders Stockholders, ITI and Casty (with such consent consents not to be unreasonably withheldwithheld or delayed) (the "Independent Representative") and who, commencing with the election of Directors at the next annual meeting of stockholders, have has been elected by the holders of a majority of the outstanding Voting Securities. The initial Investor Representatives shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇, ▇▇▇▇ ▇. LamaLama and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the initial ITI Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the initial Casty Representative shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇___________, and 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 a the Joint Representative, the Joint Representative shall be designated by ▇▇▇▇ ▇▇▇▇▇▇. Notwithstanding the foregoing, at such time as an Independent Director acceptable to the Investor Stockholders (with such consent not to be unreasonably withheld) and the holders of a majority of the 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 Investor Representatives to resign from the Board. For purposes hereof, each of the 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 two three Investor Representatives. (b) The Company shall 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 (a), (ii) to include in the slate of nominees recommended by the Board the Investor Representatives, the ITI Representative, the Casty Representative, the Joint Representative and the Joint Independent Representative (collectively, the "Representatives"), with the remaining Directors to be Independent Directors acceptable to the 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 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 Board, including nominating such individuals to be elected as Directors as provided herein. (c) Each of the Investor Stockholders, ITI Stockholders and Casty 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 stockholders of the Company at which 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. (d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) 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 Stockholders and Casty the Stockholders hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. Upon the written request of the Investor Stockholders, ITI and/or Casty, as the case may beany party who is entitled to designated a Representative, each of the others 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 the formersuch party. Unless the Investor StockholdersUnless, ITI and/or Casty, as the case may be, 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 former. (e) Without the written consent of the Investor Stockholders, each Each of the Company, ITI the Investor Stockholders and Casty 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 fiduciary obligations of the designees of the Investor Stockholders, ITI and Casty Representatives now or hereafter serving on the Board and shall not prevent the designees of the Investor Stockholders, ITI or Casty Representatives now or hereafter serving on the Board from taking any action or refraining to take any action while acting in the capacity as a Director of the Company. The foregoing shall not limit the obligations of the Investor Stockholders, ITI and Casty in their capacity as stockholders of the Company hereunder.