Common use of New Directors Clause in Contracts

New Directors. The Board of Directors of the Company (the “Board”) as of the date hereof and effectively immediately after the execution of this Agreement and the clearing of routine and customary background checks (which the Company shall expeditiously undertake in good faith immediately following the execution hereof), shall take all necessary action to increase the size of the Board to eight members, and appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇ and Tor ▇▇▇▇▇▇ (the “New Directors”) as directors of the Company to fill two of the vacancies so created, with terms expiring at the 2015 Annual Meeting of the Company’s stockholders (the “2015 Annual Meeting”). The remaining vacancy shall remain open unless and until filled upon the hiring of a permanent Chief Executive Officer. Each of the New Directors qualifies as an “independent director” for purposes of the listing qualification rules of the Nasdaq Stock Market. Each New Director has agreed in writing that he or she understands and acknowledges that all members of the Board, including the New Directors, are required to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all Board members, including the Company’s code of business conduct and ethics, securities trading policies, director confidentiality policies (including agreeing to preserve the confidentiality of Company business, information and discussions of matters considered in meetings of the Board or Board committees), and corporate governance guidelines, in each case as heretofore provided to the New Directors. Each New Director and Investor shall provide the Company with such information concerning such New Director or Investor, as the case may be, as is required to be disclosed under applicable law or stock exchange regulations, in each case as promptly as necessary to enable timely filing of the Company’s proxy statement. Each New Director shall also inform the Company of any financial arrangements between the ▇▇▇▇▇▇▇ Group and such New Director related to such New Director’s service with the Company, including without limitation any financial arrangement related to the Company’s market valuation or other financial performance metrics.

New Directors. The Within five (5) business days of the execution of this Agreement, the Board of Directors of the Company (the “Board”) as of the date hereof and effectively immediately after the execution of this Agreement and the clearing of routine and customary background checks (which the Company shall expeditiously undertake in good faith immediately following the execution hereof), shall take all necessary action to increase the size of the Board to eight members, and irrevocably appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇ and Tor ▇▇▇▇▇▇▇▇ ▇▇▇▇, M.D. (the “New Directors”” and all references herein to the “New Directors” shall include any Replacement Directors (as defined below)) as directors of the Company to fill two of the vacancies so createdCompany, effective January 15, 2020, with terms expiring ▇▇. ▇▇▇▇▇▇ becoming a Class III director whose term shall expire at the 2015 Annual Meeting 2021 annual meeting of the Company’s stockholders stockholders, and ▇▇. ▇▇▇▇ becoming a Class I director whose term shall expire at the 2022 annual meeting of the Company’s stockholders. Immediately following ▇▇. ▇▇▇▇’▇ appointment as a New Director, the Board shall take all necessary actions (including, if necessary, by unanimous written consent) to cause ▇▇. ▇▇▇▇ to be appointed to one (1) committee or subcommittee of the Board that ▇▇. ▇▇▇▇ requests to join, and any additional committee or subcommittee participation shall be at the discretion of the Governance and Nominating Committee of the Board (the “2015 Annual MeetingGovernance and Nominating Committee”). The remaining vacancy shall remain open unless and until filled upon the hiring of a permanent Chief Executive Officer. Each of the New Directors qualifies as an “independent director” for purposes of the listing qualification rules of the Nasdaq Stock Market. Each New Director has agreed in writing that he or she understands and acknowledges that all members of the Board, including the New Directors, Board are required to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all Board members, including the Company’s code of business conduct and ethics, securities trading policies, director confidentiality policies (including agreeing to preserve the confidentiality of Company business, information and discussions of matters considered in meetings of the Board or Board committees), and corporate governance guidelines, in each case as heretofore provided to the New Directors. Each New Director and each Investor shall provide the Company with such information concerning such New Director or such Investor, as the case may be, as is required to be disclosed under applicable law or stock exchange regulations, in each case as promptly as necessary to enable timely filing of the Company’s proxy statement. Each New Director shall also inform the Company of any financial arrangements between any of the ▇▇▇▇▇▇▇ Group Investors and such New Director related to such New Director’s service with the Company, including without limitation any financial arrangement related to the Company’s market valuation or other financial performance metrics. Notwithstanding anything herein to the contrary, the Investors shall have no liability hereunder with respect to any of the obligations of ▇▇. ▇▇▇▇▇▇ or the ▇▇▇▇▇▇ Replacement Director described under this Agreement, and the failure of ▇▇. ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Replacement Director to comply with such obligations shall not be a breach or violation of this Agreement by the Investors.

New Directors. The Board of Directors (i) As soon as reasonably practicable following the Effective Date, the Board, and all applicable committees of the Company (the “Board”) as of the date hereof and effectively immediately after the execution of this Agreement and the clearing of routine and customary background checks (which the Company shall expeditiously undertake in good faith immediately following the execution hereof), shall take all necessary action to actions to: (A) increase the size of the Board from five (5) to eight membersseven (7) directors, and (B) appoint ▇(x) ▇▇▇▇▇ ▇. ▇▇▇▇▇ and Tor ▇▇▇▇▇▇ (the “First New Director”) to serve as a director, who shall fill one (1) of the newly created vacancies resulting from the increase in the size of the Board, and (y) ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ (the “Second New Director” and, together with the First New Director, the “New Directors”) to serve as directors a director, who shall fill the other newly created vacancy resulting from the increase in the size of the Company to fill two Board. (ii) The Board, and all applicable committees of the vacancies so createdBoard, with terms expiring shall take all necessary actions to nominate each New Director as a candidate for election to the Board at the 2015 2025 Annual Meeting. ClearSign shall recommend, support and solicit proxies for the election of each New Director at the 2025 Annual Meeting in the same manner as ClearSign has supported its nominees for election at prior annual meetings of stockholders at which the Company’s stockholders election of directors was uncontested. (iii) Prior to the “2015 Annual Meeting”). The remaining vacancy shall remain open unless and until filled upon the hiring of a permanent Chief Executive Officer. Each appointment of the New Directors qualifies as Directors, (A) the Board has determined that the First New Director is an “independent directorIndependent Director,” for purposes of as defined in the listing qualification rules of the Nasdaq Stock MarketMarket LLC (“Nasdaq”) and (B) the Special Committee of the Board has determined that the Second New Director is not an “Independent Director,” as defined in the listing rules of Nasdaq. Each In connection with the foregoing, and as a condition to ClearSign’s obligation to appoint each New Director to the Board, each New Director has agreed in writing that he or she understands and acknowledges that all members of the Board, including the New Directors, are required to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all Board members, including the Company’s code of business conduct and ethics, securities trading policies, director confidentiality policies (including agreeing to preserve the confidentiality of Company business, information and discussions of matters considered in meetings of the Board or Board committees), and corporate governance guidelines, in each case as heretofore x) provided to the New Directors. Each New Director and Investor shall provide the Company with (1) such information concerning such New Director or Investor, as the case may be, as is required to be or is customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange regulations, (2) such information reasonably requested by the Board in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations and (3) a fully completed and executed copy of ClearSign’s director candidate questionnaire (substantially in the form completed by ClearSign’s incumbent non-management directors), in each case case, as promptly as necessary to practicable to, among other reasons, enable the timely filing of the CompanyClearSign’s proxy statement. Each New Director shall also inform the Company of any financial arrangements between the ▇▇▇▇▇▇▇ Group statement and such New Director related to such New Director’s service other periodic reports with the CompanyU.S. Securities and Exchange Commission (the “SEC”), including and (y) participated in (1) customary procedures for new director candidates, including, without limitation any financial arrangement related limitation, an appropriate background check, comparable to those undergone by other non-management directors of ClearSign and (2) an interview with the Company’s market valuation or other financial performance metricsNominating and Corporate Governance Committee of the Board.

New Directors. The Board of Directors of the Company (the “"Board”") as of the date hereof and effectively immediately after the execution of this Agreement and the clearing of routine and customary background checks (which the Company shall expeditiously undertake in good faith immediately following the execution hereof), shall take all necessary action to increase the size of the Board to eight members, and appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇ and Tor ▇▇▇▇▇▇ (the “"New Directors”") as directors of the Company to fill two of the vacancies so created, with terms expiring at the 2015 Annual Meeting of the Company’s stockholders (the “"2015 Annual Meeting”"). The remaining vacancy shall remain open unless and until filled upon the hiring of a permanent Chief Executive Officer. Each of the New Directors qualifies as an “"independent director” " for purposes of the listing qualification rules of the Nasdaq Stock Market. Each New Director has agreed in writing that he or she understands and acknowledges that all members of the Board, including the New Directors, are required to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all Board members, including the Company’s code of business conduct and ethics, securities trading policies, director confidentiality policies (including agreeing to preserve the confidentiality of Company business, information and discussions of matters considered in meetings of the Board or Board committees), and corporate governance guidelines, in each case as heretofore provided to the New Directors. Each New Director and Investor shall provide the Company with such information concerning such New Director or Investor, as the case may be, as is required to be disclosed under applicable law or stock exchange regulations, in each case as promptly as necessary to enable timely filing of the Company’s proxy statement. Each New Director shall also inform the Company of any financial arrangements between the ▇▇▇▇▇▇▇ Group and such New Director related to such New Director’s service with the Company, including without limitation any financial arrangement related to the Company’s market valuation or other financial performance metrics.