Common use of Responsibilities and Functions Clause in Contracts

Responsibilities and Functions. 3.1. The Company requires that the Director be available to perform the duties of an independent director customarily related to this function as may be determined and assigned by the Board and as may be required by the Company’s constituent instruments, including its Amended and Restated Memorandum of Association, Articles of Association, and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including the Companies Act (2020 Revision) of the Cayman Islands. The Director agrees to devote as much time as is necessary to perform completely the duties as a Director of the Company, including duties as a member of one or more committees of the Board, to which the Director may hereafter be appointed. The Director will perform such duties described herein in accordance with the general fiduciary duty of directors. 3.2. The Director will be required to attend annual and other general meetings of the Company as requested and all full Board meetings subject to unavoidable absence through illness, holiday or other professional commitments. Board meetings are expected to be held at quarterly intervals and the Director will join one or more Board Committees. The Director may attend and participate at each such meeting, via teleconference, video conference or in person. The Director shall consult with the other members of the Board (and the Company’s officers, as needed) regularly and as necessary via telephone, electronic mail or other forms of correspondence 3.3. The Director will be required to attend meetings of such committees of the Board as shall be agreed subject to unavoidable absence through illness, holiday or other professional commitments. Committee meetings are held at such times as the Committee determines. 3.4. Equally with other Board members, the Director will be expected to bring independent judgment to bear at meetings on issues of strategy, performance, resources, remuneration and standards of conduct and to comply with such codes of conduct and policies as the Board may adopt from time to time. In the event that the Director has a direct or indirect financial or personal interest in a contract or transaction to which the Company is a party, or the Director is contemplating entering into a transaction that involves use of corporate assets or competition against the Company, the Director shall promptly disclose such potential conflict to the Board and proceed as directed by the Board. Whenever the Director becomes aware of a business opportunity, related to the Company’s business, which one could reasonably expect the Director to make available to the Company, the Director shall promptly disclose such opportunity to the applicable Board committee and proceed as directed by such committee or the Board, as applicable. 3.5. It is intended that the Company will be listed on the Nasdaq Capital Market. The Director agrees to comply with the rules of such stock exchange and with any code of conduct relating to securities transactions by directors from time to time.

Responsibilities and Functions. 3.1. The Company requires that the Director be available to perform the duties of an independent director customarily related to this function as may be determined and assigned by the Board and as may be required by the Company’s constituent instruments, including its Amended and Restated Memorandum of Association, Articles of Associationbylaws, and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including the Companies Spanish capital companies Act (2020 Revision“Ley de Sociedades de Capital”) of the Cayman Islands. The Director agrees to devote as much time as is necessary to perform completely the duties as a Director of the Company, including duties as a member of one or more committees of the Board, to which the Director may hereafter be appointed. The Director will perform such duties described herein in accordance with the general fiduciary duty of directors. 3.2. The Director will be required to attend annual and other general meetings of the Company as requested and all full Board meetings subject to unavoidable absence through illness, holiday or other professional commitments. Board meetings are expected to be held at quarterly intervals and the Director will join one or more Board Committees. The Director may attend and participate at each such meeting, via teleconference, video conference or in person. The Director shall consult with the other members of the Board (and the Company’s officers, as needed) regularly and as necessary via telephone, electronic mail or other forms of correspondence 3.3. The Director will be required to attend meetings of such committees of the Board as shall be agreed subject to unavoidable absence through illness, holiday or other professional commitments. Committee meetings are held at such times as the Committee determines. 3.4. Equally with other Board members, the Director will be expected to bring independent judgment to bear at meetings on issues of strategy, performance, resources, remuneration and standards of conduct and to comply with such codes of conduct and policies as the Board may adopt from time to time. In the event that the Director has a direct or indirect financial or personal interest in a contract or transaction to which the Company is a party, or the Director is contemplating entering into a transaction that involves use of corporate assets or competition against the Company, the Director shall promptly disclose such potential conflict to the Board and proceed as directed by the Board. Whenever the Director becomes aware of a business opportunity, related to the Company’s business, which one could reasonably expect the Director to make available to the Company, the Director shall promptly disclose such opportunity to the applicable Board committee and proceed as directed by such committee or the Board, as applicable. 3.5. It is intended that the Company will be listed on the Nasdaq Capital Market. The Director agrees to comply with the rules of such stock exchange and with any code of conduct relating to securities transactions by directors from time to time.