Common use of Voting; Board Composition Clause in Contracts

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser and each Key Holder (each a “Stockholder”) agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (the “Voting Shares”), or to cause such Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: that number of individuals, if any, equal to the Common Board Member Count (each, a “Common Board Designee” and, collectively, the “Common Board Designees”) designated from time to time in a writing delivered to the Company and signed by Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company and signed by Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such Board Designee above. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser Investor and each Key Holder (each a “Stockholder”) agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Stockholder Investor or Key Holder (the “Voting Shares”), or to cause such Voting Shares shares of shares of capital stock of the Company to be voted, in such manner as may be necessary to elect (and maintain in office) as the members a member of the Board: that number of individuals, if any, equal to Board one (1) individual (the Common Board Member Count (each, a “Common Board Designee” and, collectively, the “Common Board Designees”) designated from time to time in a writing delivered to the Company and signed by Common Control (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Shares (as defined in Section 5.1), and (b) Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders; that number of individuals, if any, equal Key Holders who are then providing services to the Series Seed Company as employees. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Investor or Key Holder shall take any action to remove an incumbent Board Member Count (each, Designee or to designate a “Series Seed new Board Designee” and, collectively, the “Series Seed Designee unless such removal and/or designation of a Board Designees”) designated from time to time Designee is approved in a writing delivered to the Company and signed by Purchasers (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individualsInvestors’ Shares, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders. Subject Key Holders who are then providing services to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such Board Designee aboveas employees. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Companysuch Stockholder’s capital stock held by such Stockholder Shares as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during During the term of this Agreement, each Purchaser and each Key Holder (each a “Stockholder”) ▇▇▇▇▇▇ agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company Shares now or hereafter directly or indirectly owned (of record or beneficially beneficially) by such Stockholder (the “Voting Shares”), or to cause such Voting Shares to be voted▇▇▇▇▇▇, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: that number : (a) Prior to December 15, 2020, (i) the Company’s current serving Chief Executive Officer (the “CEO Designee”) to serve as one of individuals, if any, equal to the Common Board Member Count Directors (each, a “Common Board Designee” and, collectively, as defined in the “Common Board Designees”Company’s Amended and Restated Certificate of Incorporation); (ii) one (1) individual designated by Artiman Ventures from time to time in a signed writing delivered to the Company and signed by Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock to serve as one of the Company representing a majority of Common Directors (the voting power of all issued “Artiman Designee”); and outstanding shares of Common Stock of the Company then held by all Common Control Holders; that number of (iii) two (2) individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated by dSpace from time to time in a signed writing delivered to the Company to serve as Remaining Directors (as defined in the Company’s Amended and signed by Purchasers who, at the time in question, hold a majority Restated Certificate of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count Incorporation) (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board dSpace Initial Designees” and”). For purpose of clarity, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time dSpace shall have the right but not obligation to time in a writing delivered to designate the Company and signed by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and dSpace Initial Designees. (b) Common Control Holders whoOn and following December 15, at 2020, if there is an Arowana Related Closing on or prior to such date, (i) the time in question, hold shares of issued and outstanding Common Stock CEO Designee to serve as one of the Company representing a majority of the voting power of all issued Common Directors; (ii) for so long as Artiman Ventures, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and outstanding shares of Common Stock of the Company then held by all Common Control Holders. Subject 44Zspace LLC, or their respective affiliates, collectively continue to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such Board Designee above. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all hold shares of the Company’s capital stock held by such Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder that represent at least twenty-five percent (a25%) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other partytotal outstanding capital stock, the Artiman Designee to serve as one of the Common Directors; (iii) three (3) individuals designated by dSpace from time to time in a signed writing delivered to the Company to serve as Preferred Directors (as defined in the Company’s written request for such Stockholder’s written consent or signature. The proxy Amended and power granted by each Stockholder pursuant Restated Certificate of Incorporation) (the “dSpace Preferred Designees”); provided , that dSpace shall, in its discretion, in a signed writing delivered to this Section are coupled with an interest and are given to secure the performance Company, designate one of such party’s duties under this Agreement. Each dSpace Preferred Designees to be a “Super-Voting Preferred Designee” for purposes of the additional voting power conferred on such proxy director in the Amended and power will Restated Certificate of Incorporation; (iv) one (1) individual designated by the Board, who shall be irrevocable independent and satisfy the director qualification requirements of the Australia Corporations Act 2001 and the listing rules of the Australian Securities Exchange or such other exchange as approved by the Board, to serve as a Remaining Director; and (v) one individual nominated by dSpace who shall also be acceptable to the majority of the non dSpace Preferred Designees, such consent not to be withheld unreasonably, who shall be independent and satisfy the director qualification requirements of the Australia Corporations Act 2001 and the listing rules of the Australian Securities Exchange or such other applicable corporation codes or rules of other exchanges as approved by the Board for the term hereof. The proxy and power, so long as the Company expects to pursue any party hereto is an individualsuch listing, will survive such nominee to serve as a Remaining Director. For purpose of clarity, dSpace shall have the death, incompetency right but not obligation to designate the dSpace Preferred Designees and disability of such party or any other individual Stockholder of Voting Shares and, so long shall have the right to nominate but not obligation to nominate a Remaining Director as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Voting Sharesprovided in Section 2.1(b)(v).

Voting; Board Composition. Subject to the rights of the stockholders to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Investor shall vote (or consent pursuant to an action by written consent of the stockholders) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by the Stockholder (the “Voting Shares”), or cause the Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: (a) two or more individuals (collectively, the “Common Board Designees”) designated from time to time in a writing delivered to the Company and signed by the Founders; and (b) one individual (the “Preferred Board Designee”), which individual (i) initially shall be designated by SWS Holding Company, LLC (“SWS”) and (ii) in the event of and following a determination by the Company that SWS and its Affiliates no longer hold 7.5% of outstanding shares of Company stock, which event the Company shall provide written notice of to the Investors, shall be designated from time to time in a writing delivered to the Company and signed by Investors who then hold a majority of the then-outstanding shares of Preferred Stock. (c) Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser and each Key Holder (each a “Stockholder”) agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (the “Voting Shares”), or to cause such Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: that number of individuals, if any, equal to the Common Board Member Count (each, a “Common Board Designee” and, collectively, the “Common Board Designees”) designated from time to time in a writing delivered to the Company and signed by Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company and signed by Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall will not take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such the Board Designee aboveDesignee. Each Stockholder hereby appoints appoints, and will appoint, the then then-current Chief Executive Officer of the Company, Company as such the Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such the Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such the Stockholder if, and only if, such the Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which that is inconsistent with the terms and conditions of this Agreement, all of such the Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such the Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such partythe Stockholder’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereofof this Agreement. The proxy and power, so long as any party hereto Stockholder is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto Stockholder is an entity, will survive the merger or reorganization of such party the Stockholder or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser and each Key Holder (each a “Stockholder”) agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Stockholder Key Holder (the “Voting Key Holder Shares”), or to cause such Voting Shares shares of shares of capital stock of the Company to be voted, in such manner as may be necessary voted to elect (and maintain in office) as the members a member of the Board: that number of individuals, if any, equal to Board one (1) individual (the Common Board Member Count (each, a “Common Board Designee” and, collectively, the “Common Board Designees”) designated from time to time in a writing delivered to the Company and signed by Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company and signed by Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to by Investor (the Company and signed by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders"Designation Right"). Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall Key Holder will not take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such Board Designee aboveInvestor. Each Stockholder Key Holder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such Stockholder Key Holder Shares as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder Key Holder if, and only if, such Stockholder Key Holder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Voting the Key Holder Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholder’s Key Holder's written consent or signature. The proxy Designation Right shall terminate upon the closing of the next bona fide next sale of Preferred Stock of the Company to investors with aggregate gross cash proceeds to the Company of at least $3,000,000 (excluding through the conversion of any outstanding convertible notes) (a "Qualified Financing") if an individual investor and power granted by each Stockholder pursuant its affiliates require that the Designation Right terminate as a condition to this Section are coupled with an interest and are given to secure such investor investing $1,000,000 or more in the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Voting SharesQualified Financing.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser and each Key Holder (each a “Stockholder”) agrees to Stockholder shall vote (or consent pursuant to an action by written consent of the stockholders of the Companystockholders) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such the Stockholder (the “Voting Shares”), or to cause such the Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: : (a) that number of individuals, if any, equal to the Common Board Member Count (each, a “Common Board Designee” and, collectively, the “Common Board Designees”) designated from time to time in a writing delivered to the Company and signed by Common Control Holders who, at the time in question, who then hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders; and (b) that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company and signed by Purchasers who, at the time in question, hold a majority of the then outstanding shares of DA. The Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holdersseat shall initially be vacant. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no a Stockholder shall not take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such the Board Designee aboveDesignee. Each Stockholder hereby appoints appoints, and shall appoint, the then then-current Chief Executive Officer of the Company, as such the Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such the Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such the Stockholder if, and only if, such the Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such the Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such the Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such partythe Stockholder’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereofof this Agreement. The proxy and power, so long as any party hereto Stockholder is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto Stockholder is an entity, will survive the merger or reorganization of such party the Stockholder or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during During the term of this Agreement, each Purchaser Investor and each Key Holder (each a “Stockholder”) Principal Common Shareholder agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned (of record or beneficially beneficially) by such Stockholder (the “Voting Shares”), Investor or to cause such Voting Shares to be voted, Principal Common Shareholder in such manner as may be necessary to elect (and maintain in office) as the members of the Board: that number Company's Board of individuals, if any, equal to the Common Board Member Count Directors: (each, a “Common Board Designee” and, collectively, the “Common Board Designees”i) two (2) individuals designated from time to time in a writing delivered to the Company and to the Principal Common Shareholders signed by Common Control Holders Investors who, at the time in question, hold then outstanding shares of issued and outstanding Series B Stock, Series C Stock and/or Common Stock issued upon conversion of the Company Series B and/or Series C Stock representing at least a majority of the voting power of all issued and outstanding shares of Series B Stock, Series C Stock and Common Stock issued upon conversion of the Company then Series B Stock and/or Series C Stock held by all Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count Investors, (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”ii) one (1) individual designated from time to time in a writing delivered to the Company and to the Principal Common Shareholders signed by Purchasers Investors who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred D Stock and/or Common Stock issued pursuant to this Agreement; that number upon conversion of individualsSeries D Stock representing at least a majority of the voting power of all outstanding shares of Series D Stock and Common Stock issued upon conversion of Series D Stock held by all Investors, if any, equal to the Mutual Consent Board Member Count and (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”iii) one (1) individual designated from time to time in a writing delivered to the Company and to the Principal Common Shareholders signed by (a) Purchasers Quantum Industrial Partners, LDC so long as 2,500,000 shares of Series F Preferred and/or Common Stock issued upon conversion of Series F Stock are held at the time in question by Quantum Industrial Partners, LDC and related parties or (b) at and following such time that Quantum Industrial Partners, LDC and related parties no longer hold 2,500,000 shares of Series F Preferred and/or Common Stock issued upon conversion of Series F Stock, Investors who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred F Stock and/or Common Stock issued pursuant to this Agreement and (b) Common Control Holders who, upon conversion of Series F Stock representing at the time in question, hold shares of issued and outstanding Common Stock of the Company representing least a majority of the voting power of all issued and outstanding shares of Series F Stock and Common Stock issued upon conversion of the Company then Series F Stock held by all Common Control HoldersInvestors. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term For purposes of this Agreement, no Stockholder shall take : (i) any action individual who is designated for election to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such Board Designee above. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company's Board of Directors pursuant to the foregoing subsection 5.1(a)(i) is hereinafter referred to as a "Series B/C Board Designee"; (ii) any individual who is designated for election to the Company's Board of Directors pursuant to subsection 5.1(a)(ii) is hereinafter referred to as a "Series D Board Designee"; (iii) any individual who is designated for election to the Company's Board of Directors pursuant to subsection 5.1(a)(iii) is hereinafter referred to as a "Series F Board Designee", as such Stockholder’s true and lawful proxy and attorneycollectively, with the power Series B/C Board Designee and Series D Board Designee, are hereinafter referred to act alone as the "Board Designees"; and with full power of substitution, (iv) the individuals and/or entities who have the right hereunder to vote all shares of designate the Board Designees for election to the Company’s capital stock held by such Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf 's Board of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholder’s written consent or signature. The proxy and power granted by each Stockholder Directors pursuant to this Section the foregoing sentence are coupled with an interest and are given hereinafter referred to secure as the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Voting Shares"Designators".

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser and each Key Holder (each a “Stockholder”) agrees to Stockholder shall vote (or consent pursuant to an action by written consent of the stockholders of the Companystockholders) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such the Stockholder (the “Voting Shares”), or to cause such the Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: that number of individuals, if any, equal to the Common Board Member Count (each, a “Common Board Designee” and, collectively, the “Common Board Designees”) designated from time to time in a writing delivered to the Company and signed by Common Control Holders who, at the time in question, who then hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company and signed by Purchasers who, at the time in question, who then hold a majority of the then outstanding then‑outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, who then hold a majority of the then outstanding then‑outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Holders who, at the time in question, who then hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no a Stockholder shall not take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such the Board Designee aboveDesignee. Each Stockholder hereby appoints appoints, and shall appoint, the then current then‑current Chief Executive Officer of the Company, as such the Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such the Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such the Stockholder if, and only if, such the Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such the Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such the Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such partythe Stockholder’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereofof this Agreement. The proxy and power, so long as any party hereto Stockholder is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto Stockholder is an entity, will survive the merger or reorganization of such party the Stockholder or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser and each Key Holder (each a “Stockholder”) Stockholder agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (the “Voting Shares”), or to cause such Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: : (a) that number of individuals, if any, equal to the Common Board Member Count (each, a “Common Board Designee” and, collectively, the “Common Board Designees”) designated from time to time in a writing delivered to the Company and signed by Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders; ; (b) that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company and signed by Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; ; (c) that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such Board Designee above. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser Investor and each Key Holder (each a “Stockholder”) agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Stockholder Investor or Key Holder (the “Voting Shares”), or to cause such Voting Shares shares of shares of capital stock of the Company to be voted, in such manner as may be necessary to elect (and maintain in office) as the members a member of the Board: that number of individuals, if any, equal to Board one (1) individual (the Common Board Member Count (each, a “Common Board Designee” and, collectively, the “Common Board Designees”) designated from time to time in a writing delivered to the Company and signed by Common Control (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Shares (as defined in Section 5.1), and (b) Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders; that number of individuals, if any, equal Key Holders who are then providing services to the Series Seed Company as employees. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Investor or Key HolderStockholder shall take any action to remove an incumbent Board Member Count (each, Designee or to designate a “Series Seed new Board Designee” and, collectively, the “Series Seed Designee unless such removal and/or designation of a Board Designees”) designated from time to time Designee is approved in a writing delivered to the Company and signed by Purchasers (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individualsInvestors’ Shares, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders. Subject Key Holders who are then providing services to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the as employeesthe parties entitled to designate such Board Designee above. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares ofshares of the Company’s capital stock held by such Stockholder Stockholder’s Shares as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser and each Key Holder (each a “Stockholder”) agrees to Stockholder shall vote (or consent pursuant to an action by written consent of the stockholders of the Companystockholders) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such the Stockholder (the “Voting Shares”), or to cause such the Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: : (a) that number of individuals, if any, equal to the Common Board Member Count (each, a “Common Board Designee” and, collectively, the “Common Board Designees”) designated from time to time in a writing delivered to the Company and signed by Common Control Holders who, at the time in question, who then hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders; ; (b) that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company and signed by Purchasers who, at the time in question, who then hold a majority of the then then-outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; ; (c) that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, who then hold a majority of the then then-outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Holders who, at the time in question, who then hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no a Stockholder shall not take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such the Board Designee aboveDesignee. Each Stockholder hereby appoints appoints, and shall appoint, the then then-current Chief Executive Officer of the Company, as such the Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such the Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such the Stockholder if, and only if, such the Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such the Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such the Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such partythe Stockholder’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereofof this Agreement. The proxy and power, so long as any party hereto Stockholder is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto Stockholder is an entity, will survive the merger or reorganization of such party the Stockholder or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser and each Key Holder (each a “Stockholder”) agrees to Stockholder shall vote (or consent pursuant to an action by written consent of the stockholders of the Companystockholders) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such the Stockholder (the “Voting Shares”), or to cause such the Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: : (a) “2” that number of individuals, if any, equal to the Common Board Member Count (each, a “Common Board Designee” and, collectively, the “Common Board Designees”) designated from time to time in a writing delivered to the Company and signed by Common Control Holders who, at the time in question, common stock holders who then hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders; Stock; (b) “1” that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company and signed by Purchasers who, at the time in question, Purchaser who then hold a majority of the then then- outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; ; (c) that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, who then hold a majority of the then then-outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Holders who, at the time in question, stock holders who then hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders. Subject to Company. (d) In the rights of event there is any discrepancy between the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such Board Designee above. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such Stockholder as provisions set forth in this Agreement Section 11 and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholder’s written consent or signature. The proxy voting agreement entered into on the date hereof, the terms and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance conditions of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Voting Sharessaid voting agreement shall control.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser and each Key Holder (each a “Stockholder”) agrees to Stockholder shall vote (or consent pursuant to an action by written consent of the stockholders of the Companystockholders) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such the Stockholder (the “Voting Shares”), or to cause such the Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: : (a) that number of individuals, if any, equal to the Common Board Member Count (each, a “Common Board Designee” and, collectively, the “Common Board Designees”) designated from time to time in a writing delivered to the Company and signed by Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company individuals and/or entities representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count Stock; (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”b) designated from time to time in a writing delivered to the Company and signed by Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company individuals and/or entities representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holdersand Preferred Stock (on an as-converted basis) voting together as a class. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no a Stockholder shall not take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such the Board Designee aboveDesignee. Each Stockholder hereby appoints appoints, and shall appoint, the then then-current Chief Executive Officer of the Company, as such the Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such the Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such the Stockholder if, and only if, such the Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such the Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such the Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such partythe Stockholder’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereofof this Agreement. The proxy and power, so long as any party hereto Stockholder is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto Stockholder is an entity, will survive the merger or reorganization of such party the Stockholder or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during During the term of this Agreement, ------------------------- each Purchaser and each Key Holder (each a “Stockholder”) agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company Company, now or hereafter directly or indirectly owned (of record or beneficially beneficially) by such Stockholder (the “Voting Shares”), or to cause such Voting Shares to be votedHolder, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: that number Company's Board of Directors, the following individuals, if any, equal : (a) as each of the directors to be elected by the holders of the Common Board Member Count Stock and the Preferred Stock, voting together as a single class, under Article VI, Section 4.5(a)(v) of the Company's Amended and Restated Articles of Incorporation (eacheach such director shall be referred to herein as an "Independent Director"), a “Common Board Designee” and, collectively, the “Common Board Designees”) an individual designated from time to time in a writing delivered to the Company and signed by Common Control Holders whoholding, at the time in question, hold at least a majority of the outstanding shares of issued and outstanding Common Stock of then held by all Holders, voting separately, and Holders holding, at the Company time in question, Series B Stock, Series C Stock and Series D Stock representing at least a majority of the voting power of all issued and the then- outstanding shares of Common Series B Stock, Series C Stock of the Company and Series D Stock then held by all Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count voting separately (each, a “Series Seed Board Designee” and, such Holders collectively, the “"Designators"); (b) as one of the directors to be elected by the holders of Series Seed Board Designees”C Stock under Article VI, Section 4.5(a)(ii) of the Company's Amended and Restated Articles of Incorporation (the "Series C Directors"), so long as ▇▇▇▇▇▇ Media and Information Technology Fund L.P. and its affiliates ("▇▇▇▇▇▇") hold at least 500,000 shares of Series C Stock, an individual designated from time to time in a writing delivered to the Company and signed by Purchasers who, at the time in question, hold a majority ▇▇▇▇▇▇; (c) as one of the then outstanding Series C Directors, so long as TMCT Ventures, L.P. and its affiliates ("Times Mirror") hold at least 500,000 shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individualsC Stock, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) an individual designated from time to time in a writing delivered to the Company by Times Mirror; and (d) if the Company has a Chief Executive Officer, then as one of the directors to be elected by the holders of the Common Stock and signed by the Series A Preferred Stock, voting together as a single class, under Article IV, Section 4.5 (a) Purchasers who, at the time in question, hold a majority (iv) of the then outstanding shares Company's Amended and Restated Articles of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Holders whoIncorporation, at the time in question, hold shares of issued and outstanding Common Stock of individual serving as the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such Board Designee above. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser and each Key Holder (each a “Stockholder”) agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (the “Voting Shares”), or to cause such Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: that number of individuals, if any, equal to the Common Board Member Count (each, a “Common Board Designee” and, collectively, the “Common Board Designees”) designated from time to time in a writing delivered to the Company and signed by Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company and signed by Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such Board Designee above. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser and each Key Holder (each a “Stockholder”) Stockholder agrees to toshall vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such suchthe Stockholder (the “Voting Shares”), or to cause such suchthe Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: that number of individuals, if any, equal to the Common Board Member Count (each, a “Common Board Designee” and, collectively, the “Common Board Designees”) designated from time to time in a writing delivered to the Company and signed by Common Control Holders who, at the time in question, then hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company and signed by Purchasers who, at the time in question, then hold a majority of the then outstanding ‑outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, then hold a majority of the then outstanding ‑outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Holders who, at the time in question, then hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no noa Stockholder shall not take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such suchthe Board Designee above. Each Stockholder hereby appoints appoints, and shall appoint, the then current ‑current Chief Executive Officer of the Company, as such suchthe Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such suchthe Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such suchthe Stockholder if, and only if, such suchthe Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such suchthe Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such suchthe Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such partypartythe Stockholder’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereofhereofof this Agreement. The proxy and power, so long as any party hereto heretoStockholder is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto heretoStockholder is an entity, will survive the merger or reorganization of such party partythe Stockholder or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser and each Key Holder (each a “Stockholder”) agrees to Stockholder shall vote (or consent pursuant to an action by written consent of the stockholders of the Companystockholders) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such the Stockholder (the “Voting Shares”), or to cause such the Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: : (a) that number of individuals, if any, equal to the Common Board Member Count (each, a “Common Board Designee” and, collectively, the “Common Board Designees”) designated from time to time in a writing delivered to the Company and signed by Common Control Holders who, at the time in question, who then hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders; Holders;‌ (b) that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company and signed by Purchasers who, at the time in question, who then hold a majority of the then then-outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; ; (c) that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, who then hold a majority of the then then-outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Holders who, at the time in question, who then hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders. Holders.‌ Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no a Stockholder shall not take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such the Board Designee aboveDesignee. Each Stockholder hereby appoints appoints, and shall appoint, the then then-current Chief Executive Officer of the Company, as such the Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such the Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such the Stockholder if, and only if, such the Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such the Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such the Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such partythe Stockholder’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereofof this Agreement. The proxy and power, so long as any party hereto Stockholder is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto Stockholder is an entity, will survive the merger or reorganization of such party the Stockholder or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser and each Key Holder (each a “Stockholder”) agrees to Stockholder shall vote (or consent pursuant to an action by written consent of the stockholders of the Companystockholders) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (the “Voting Shares”), or to cause such the Voting Shares to be voted, to ensure that the size of the Board shall be set and remain at five (5) directors, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: ; provided, however, that number such Board size may be subsequently increased or decreased pursuant to an amendment of individuals, if any, equal to the Common Board Member Count this Agreement in accordance with Section 9.9 hereof: (each, a “Common Board Designee” and, collectively, the “Common Board Designees”a) designated from time to time in a writing delivered to the Company and signed by Common Control Holders who, at the time in question, hold shares In any election of issued and outstanding Common Stock directors of the Company representing a majority to elect the Common Directors of the voting power of all issued and outstanding Board, stockholders holding shares of Common Stock shall each vote at any regular or special meeting of the Company stockholders (or by written consent) all shares of Common Stock then held owned by all Common Control Holders; that number of individuals, if any, equal them (or as to the Series Seed Board Member Count which they then have voting power) to elect three (each, a “Series Seed Board Designee” and, collectively, 3) directors (the “Series Seed Board DesigneesCommon Directors”) designated from time to time in a writing delivered to nominated by the Company and signed by Purchasers who, at the time in question, hold holders of a majority (by voting power) of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number Common Stock: (i) one (1) of individualswhich directors shall be the Company’s Chief Executive Officer, if anywho shall initially be ▇▇▇▇▇ ▇▇▇▇, equal to as appointed by the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Company’s Chief Executive Officer, Stockholders holding shares of Common Stock shall promptly vote their respective shares (A) to remove the former Chief Executive Officer from the Board if such person has not resigned as a writing delivered member of the Board and (B) to elect such person’s replacement as Chief Executive Officer of the Company and signed as appointed by the Board (aexcluding such former CEO Director) Purchasers who, at as the time in question, hold new CEO Director; and (ii) two (2) of which directors shall be designated by the holders of a majority (by voting power) of the then outstanding shares of Series Seed Preferred Common Stock issued pursuant held by the Key Holders then providing services to this Agreement the Company as officers, employees or consultants, which shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇. (b) Common Control Holders who, at the time in question, hold shares In any election of issued and outstanding Common Stock directors of the Company representing to elect the Series A Preferred Director, the stockholders holding shares of Series A Preferred Stock shall each vote at any regular or special meeting of stockholders and such stockholders holding a majority of the Series A Preferred Stock shall elect one (1) director, which shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Series A Preferred Director”). (c) In any election of directors of the Company to elect an Independent Director, the stockholders shall each vote at any regular or special meeting of stockholders (or by written consent) all Voting Shares then owned by them (or as to which they then have voting power power) to elect one (1) director who is nominated by the holders of all issued and a majority (by voting power) of the then outstanding shares of Common Stock held by the Key Holders then providing services to the Company as officers, employees or consultants, and who is approved by all other members of the Company then held by all Common Control HoldersBoard and not otherwise affiliated with any of the Parties or their affiliates, which initially shall be vacant (the “Independent Director”). Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no a Stockholder shall not take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or or designation of a Board Designee is approved in a writing signed by the parties entitled to designate the Board Designee. In the absence of any nomination from the persons with the right to nominate a director as specified above, the director or directors previously nominated by such Board Designee abovepersons and then serving shall be reelected if still eligible to serve as provided herein. To the extent that the application of subsections 2.2(a) through 2.2(c) above shall result in the designation of less than all of the authorized directors, then any remaining directors shall be nominated and elected by the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. Each Stockholder hereby appoints appoints, and shall appoint, the then current then‑current Chief Executive Officer of the Company, as such the Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such the Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such the Stockholder if, and only if, such the Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms and conditions of this Agreement, all of such the Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such the Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such partythe Stockholder’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereofof this Agreement. The proxy and power, so long as any party hereto Stockholder is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto Stockholder is an entity, will survive the merger or reorganization of such party the Stockholder or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser and each Key Holder (each a “Stockholder”) Stockholder agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Stockholder (the “Voting Shares”), or to cause such Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: that number of individuals, if any, equal to the Common Board Member Count (each, a “Common Board Designee” and, collectively, the “Common Board Designees”) designated from time to time in a writing delivered to the Company and signed by Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company and signed by Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control Holders. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such Board Designee above. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Purchaser Investor and each Key Holder (each a “Stockholder”) agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Stockholder Investor or Key Holder (the “Voting Shares”), or to cause such Voting Shares shares of shares of capital stock of the Company to be voted, in such manner as may be necessary to fix the board at three (3) directors (unless otherwise approved by the written consent of Investors holding Shares representing or converted into a majority of all the Investors Shares, as defined below) and elect (and maintain in office) as the members of the Board: that number Board (x) two directors elected by the holders of individuals, if any, equal to the Common Board Member Count Stock (each, a “Common Board Designee” and, collectively, the “Common Board Designees”), who shall initially be ______ and _______ and (y) one (1) individual (the “Preferred Board Designee”) designated from time to time by _________ (the “Lead Investor”) in a writing delivered to the Company and signed by Common Control Holders Investors who, at the time in question, hold shares of issued and outstanding Common Stock of the Company Shares representing and/or convertible into a majority of all the voting power of all issued and outstanding shares of Common Stock Investors’ Shares (as defined in Section 6.1). The Preferred Board Designee shall serve as the Chairman of the Company then held by all Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company and signed by Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Common Control HoldersBoard. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder Investor or Key Holder shall take any action to remove an incumbent Common Board Designee or Preferred Board Designee or to designate a new designee to fill any Board Designee seat unless such removal and/or designation of a such designee to the Board Designee is approved in a writing signed by the holders of sufficient shares of capital stock of the Company or the person or persons entitled to designate such Board designee in accordance with the foregoing. In the absence of any designation from the persons or groups with the right to designate a director as specified above, the director previously designated by them and then serving shall be reelected if still eligible and willing to serve or the seat shall remain vacant. Each Stockholder also agrees to vote, or cause to be voted all Shares owned by such Stockholder or over which such Stockholder has voting control, to remove any director upon the request of any party or parties entitled to designate such director. The Board Designee above. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, shall meet as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Voting Shares or execute such other instruments least [monthly][quarterly] in accordance with an agreed upon schedule. The Company shall reimburse the provisions of this Agreement within five (5) days Preferred Board Designee for all reasonable out-of-pocket expenses incurred in connection with attending meetings of the Company’s or any other party’s written request for such Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Voting SharesBoard.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during During the term of this Agreement, each Purchaser and each Key Holder (each a “Stockholder”) agrees to Member shall vote (or consent pursuant to an action by written consent of the stockholders of the Companymembers) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Stockholder the Member (the “Voting Shares”), or to cause such the Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as the members of the Board: : (a) that number of individuals, if any, equal to the Common Ordinary Board Member Count (each, a “Common Board Designee” and, collectively, the “Common Ordinary Board Designees”) designated from time to time in a writing delivered to the Company and signed by Common Ordinary Control Holders who, at the time in question, who then hold shares of issued and outstanding Common Stock Ordinary Shares of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company Ordinary Shares then held by all Common Ordinary Control Holders; DocuSign Envelope ID: 1A8BCA54-38A1-4C01-907A-F918EA380470 (b) that number of individuals, if any, equal to the Series Seed Preference Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Preference Board Designees”) designated from time to time in a writing delivered to the Company and signed by Purchasers who, at the time in question, who then hold a majority of the then then-outstanding shares of Preference Shares, excluding Series Seed Preferred Stock A Preference Shares, issued pursuant to this Agreement; ; (c) that number of individuals, if any, individuals who are not otherwise affiliates of the Company or of any Purchasers equal to the Mutual Consent Independent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Independent Board Designees” and, together with any Common Ordinary Board Designee and any Seed Preference Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Common Ordinary Control Holders who, at the time in question, who then hold shares of issued and outstanding Common Stock Ordinary Shares of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company Ordinary Shares then held by all Common Ordinary Control Holders. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during During the term of this Agreement, no Stockholder a Member shall not take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such the Board Designee aboveDesignee. Each Stockholder Member hereby appoints appoints, and shall appoint, the then then-current Chief Executive Officer of the Company, as such Stockholderthe Member’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock Company held by such Stockholder the Member as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder the Member if, and only if, such Stockholder the Member (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholderthe Member’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholderthe Member’s written consent or signature. The proxy and power granted by each Stockholder Member pursuant to this Section are coupled with an interest and are given to secure the performance of such partythe Member’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereofof this Agreement. The proxy and power, so long as any party hereto Member is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares Member and, so long as any party hereto Member is an entity, will survive the merger or reorganization of such party the Member or any other entity holding Voting Shares.