Common use of Nomination of Directors Clause in Contracts

Nomination of Directors. (a) As of the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member of the Board of Directors of Unity, provided that the directors of Unity may determine to not obtain such insurance if such determination is consented to by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnification.

Nomination of Directors. (a) As of the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member of the Board of Directors of Unity, provided that the directors of Unity may determine to not obtain such insurance if such determination is consented to by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. - - # - - For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnification.

Nomination of Directors. (a) As of the Closing Effective Time and until the Expiration Date, unless the holders Board of Directors decides otherwise by an affirmative vote of not less then eighty percent (80%) of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) Directors at the next annual general meeting of time, in the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as event that a separate class, shall be entitled to elect three (3) persons Former Corporation Director or a Director otherwise elected or nominated to the Board of Directors of Unity, to be nominated by the Designating Sellers, and Former Corporation Directors as set forth herein (c) as of such Directors together with the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing DateFormer Corporation Directors, the holders of the Preferred Stock, as "Corporation Aligned Directors") or a separate class, shall be entitled to elect two (2) persons Former WHN Director or a Director otherwise elected or nominated to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran ShahorFormer WHN Directors as set forth herein (such Directors together with the Former WHN Directors, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons "WHN Aligned Directors"), shall resign, retire, be removed, no longer be able to serve or not stand or be appointed as directors on standing for reelection (for whatever reason, including the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member failure of the Board of Directors of Unityto nominate such person), provided that the directors of Unity may determine to not obtain such insurance then (a) if such determination is consented Director shall be a Corporation Aligned Director, then the Corporation Aligned Directors shall have the exclusive right to nominate an individual reasonably acceptable to the Governance Committee to fill such vacancy and the entire Board of Directors shall either elect such person a Director to fill such vacancy or, if applicable, nominate such person for election as a Director by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders shareholders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3Corporation, and (vb) SVE Star Ventures Enterprises GmbH & Co. Noif such Director shall be a WHN Aligned Director, then the WHN Aligned Directors shall have the exclusive right to nominate an individual reasonably acceptable to the Governance Committee to fill such vacancy and the entire Board of Directors shall either elect such person a Director to fill such vacancy or, if applicable, nominate such person for election as a Director by the shareholders of the Corporation. VIIa KG and/or The term of any Director elected to fill a vacancy shall expire at the end of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnificationterm for which such Director's predecessor was elected.

Nomination of Directors. (a) As The Combined Company Board will be ----------------------- governed by a Board of Directors consisting of twelve members. The number of directors may not be increased or decreased without approval of a majority of the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities City Directors (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting then in office. At any election of directors of the stockholders of Unity following Combined Company the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member members of the Board of Directors of Unity, provided that shall be nominated as follows: (i) USA shall have the right to nominate six directors of Unity may determine to not obtain such insurance if such determination is consented to by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by Combined Company (each, a "USA Director"); (ii) the holders of City Common Stock other than USA, Ticket, any of their respective affiliates and any transferees of shares of City Common Stock previously held by USA, Ticket or any of their respective affiliates ("USA City Shares"), shall have the Preferred Stock right to nominate four directors of the Combined Company (each, a "City Director"); and (iii) the USA Directors and the City Directors shall each (as a separate group) have the right to nominate one independent director of the Combined Company who shall not be affiliated with USA or Ticket (each, an "INDEPENDENT DIRECTOR"), provided, -------- -32- 38 that for the initial election of directors to be effective at the Effective ---- Time, one independent directorship shall be issued indemnification letter agreements in form filled by each of the USA Directors and substance consistent the City Directors (as a separate group) and provided further that the USA -------- ------- Directors shall consult with the current Bylaws City Directors in connection with nominating the Independent Director nominated by them (the "USA INDEPENDENT DIRECTOR") and the City Directors shall consult with the USA Directors in nominating the Independent Director nominated by them (the "CITY INDEPENDENT DIRECTOR"). With respect to the nomination of Unityindividuals to serve as the City Directors (each a "CITY NOMINEE"), votes for such nomination shall be cast and tallied on a cumulative basis (with each share of Common Stock, regardless of the voting rights attached thereto, deemed to have one vote per share for such purpose) and the City Nominees shall be those four individuals (or fewer if a fewer number of City Directors are to be elected) in favor of whom the highest number of votes are cast. For purposes hereofIf a vacancy occurs or exists on the Board of Directors at any time, including but not limited to a vacancy because of the death, disability, retirement, resignation or removal of any director for cause or otherwise, then: (A) with respect to a vacancy created by a USA Director or the USA Independent Director, the Star Entities remaining USA Directors shall mean have the sole right to fill such vacancy; and (B) with respect to a vacancy created by a City Director or the City Independent Director, the remaining City Directors shall have the sole right to fill such vacancy (with each of the Independent Directors remaining subject to consultation with the appropriate directors as provided herein). In addition, unless the Board of Directors objects, the Company will invite Charxxx Xxxx xxx Thomxx Xxxxxx xx attend meetings of the Board of Directors in a nonvoting observer capacity. Upon the earliest to occur of (X) the exercise of the Put (as such term is defined in Section 5.13 below), (Y) the expiration of the Third Put (as such term is defined in Section 5.13 below), and (Z) the consummation of a Qualified IPO, if the holders of City Common Stock (other than USA City Shares) as of immediately prior to the majority Effective Time ("ORIGINAL CITY HOLDERS") dispose of their shares to persons other than Original City Holders or their affiliates or to USAi pursuant to the securities Offer, then the number of Unity held by City Directors shall be reduced (and the number of directors shall be accordingly reduced) as follows: (i) SVE STAR Ventures Enterprises No. VIIif more than 25% of the shares of City Common Stock held by Original City Holders as of the Effective Time are so disposed, a German Civil Law Partnership (with limitation the number of liability), City Directors shall be reduced to three; (ii) Star Seed Enterprisesif more than 50% of the shares of City Common Stock held by Original City Holders as of the Effective Time are so disposed, a German Civil Law Partnership (with limitation the number of liability), City Directors shall be reduced to two; (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2if more than 75% of the shares of City Common Stock held by Original City Holders as of the Effective Time are so disposed, the number of City Directors shall be reduced to one; and (iv) SVM Star Ventures Management GmbH Nr.3if more than 80% of the shares of City Common Stock held by Original City Holders as of the Effective Time are so disposed, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, then the Infinity Entities Original City Holders shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnificationno longer have a contractual right hereunder to nominate a City Director.

Nomination of Directors. (a) As of the Closing Effective Time and until the Expiration Date, unless the holders Board of Directors decides otherwise by an affirmative vote of not less then eighty percent (80%) of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) Directors at the next annual general meeting of time, in the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as event that a separate class, shall be entitled to elect three (3) persons Former Corporation Director or a Director otherwise elected or nominated to the Board of Directors of Unity, to be nominated by the Designating Sellers, and Former Corporation Directors as set forth herein (c) as of such Directors together with the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing DateFormer Corporation Directors, the holders of the Preferred Stock, as “Corporation Aligned Directors”) or a separate class, shall be entitled to elect two (2) persons Former WHN Director or a Director otherwise elected or nominated to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran ShahorFormer WHN Directors as set forth herein (such Directors together with the Former WHN Directors, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons “WHN Aligned Directors”), shall resign, retire, be removed, no longer be able to serve or not stand or be appointed as directors on standing for reelection (for whatever reason, including the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member failure of the Board of Directors of Unityto nominate such person), provided that the directors of Unity may determine to not obtain such insurance then (a) if such determination is consented Director shall be a Corporation Aligned Director, then the Corporation Aligned Directors shall have the exclusive right to nominate an individual reasonably acceptable to the Governance Committee to fill such vacancy and the entire Board of Directors shall either elect such person a Director to fill such vacancy or, if applicable, nominate such person for election as a Director by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders shareholders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3Corporation, and (vb) SVE Star Ventures Enterprises GmbH & Co. Noif such Director shall be a WHN Aligned Director, then the WHN Aligned Directors shall have the exclusive right to nominate an individual reasonably acceptable to the Governance Committee to fill such vacancy and the entire Board of Directors shall either elect such person a Director to fill such vacancy or, if applicable, nominate such person for election as a Director by the shareholders of the Corporation. VIIa KG and/or The term of any Director elected to fill a vacancy shall expire at the end of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnificationterm for which such Director’s predecessor was elected.

Nomination of Directors. (a) As of the Closing Date, Effective Time and until the holders date of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting second anniversary of the stockholders of Unity following Effective Time, unless the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Purchaser Board of Directors decides otherwise by an affirmative vote of Unitynot less than 80% of its members at the time, in the event that a Former Purchaser Director or a director otherwise elected or nominated to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons to the Purchaser's Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran ShahorFormer Purchaser Directors as set forth herein (such directors together with the Former Purchaser Directors, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons "Purchaser Aligned Directors") or a Former Company Director or a director otherwise elected or nominated to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting Purchaser's Board of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed Directors by the holders of Former Company Directors as set forth herein (such directors together with the Preferred Stock Former Company Directors, the "Company Aligned Directors"), shall resign, retire, be insured by a customary directors and officers insurance policyremoved, which shall remain in force and effect with respect no longer be able to each such director so long as any claims may serve or not stand or be filed against such person with respect to any action or omission of such person as a member standing for reelection (for whatever reason, including the failure of the Board of Directors of Unityto nominate such person), provided that the directors of Unity may determine to not obtain such insurance then (A) if such determination is consented director shall be a Purchaser Aligned Director, then the Purchaser Aligned Directors shall have the exclusive right to nominate an individual reasonably acceptable to the Governance Committee to fill such vacancy and the entire Purchaser Board of Directors shall either elect such person a director to fill such vacancy or, if applicable, nominate such person for election as a director by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders shareholders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3Purchaser, and (vB) SVE Star Ventures Enterprises GmbH & Co. Noif such director shall be a Company Aligned Director, then the Company Aligned Directors shall have the exclusive right to nominate an individual reasonably acceptable to the Governance Committee to fill such vacancy and the entire Purchaser Board of Directors shall either elect such person a director to fill such vacancy or, if applicable, nominate such person for election as a director by the shareholders of Purchaser. VIIa KG and/or The term of any director elected to fill a vacancy shall expire at the end of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnificationterm for which such director's predecessor was elected.

Nomination of Directors. (a) As of the Closing DateEffective Time and until the date of the second anniversary of the Effective Time, unless the Purchaser Board of Directors decides otherwise by an affirmative vote of not less than 80% of its members at the time, in the event that a Former Purchaser Director or a director otherwise elected or nominated to Purchaser’s Board of Directors by the Former Purchaser Directors as set forth herein (such directors together with the Former Purchaser Directors, the holders “Purchaser Aligned Directors”) or a Former Company Director or a director otherwise elected or nominated to Purchaser’s Board of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated Directors by the Star Entities Former Company Directors as set forth herein (as defined below)such directors together with the Former Company Directors, Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating SellersCompany Aligned Directors”), shall resign, retire, be removed, no longer be able to serve or not stand or be standing for reelection (b) at for whatever reason, including the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member failure of the Board of Directors of Unityto nominate such person), provided that the directors of Unity may determine to not obtain such insurance then (A) if such determination is consented director shall be a Purchaser Aligned Director, then the Purchaser Aligned Directors shall have the exclusive right to nominate an individual reasonably acceptable to the Governance Committee to fill such vacancy and the entire Purchaser Board of Directors shall either elect such person a director to fill such vacancy or, if applicable, nominate such person for election as a director by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders shareholders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3Purchaser, and (vB) SVE Star Ventures Enterprises GmbH & Co. Noif such director shall be a Company Aligned Director, then the Company Aligned Directors shall have the exclusive right to nominate an individual reasonably acceptable to the Governance Committee to fill such vacancy and the entire Purchaser Board of Directors shall either elect such person a director to fill such vacancy or, if applicable, nominate such person for election as a director by the shareholders of Purchaser. VIIa KG and/or The term of any director elected to fill a vacancy shall expire at the end of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnificationterm for which such director’s predecessor was elected.

Nomination of Directors. (ai) As of the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons Nominees to the Board of Directors of Unity, to will be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons recommended to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect Nominating Committee (A) for election to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member of the Board of Directors at the shareholder meetings at which directors are to be elected; and (B) to fill vacancies on the Board of UnityDirectors in between such shareholder meetings (a "Nominating Committee"). For any position on the Board of Directors occupied, provided that or vacated, as the directors case may be, by a Former BancFirst Director, the Nominating Committee shall consist of Unity two Former BancFirst Directors and one Former UNB Director; for any position on the Board of Directors occupied, or vacated, as the case may determine to not obtain such insurance if such determination is consented to be, by a Former UNB Director, the directors nominated by the Designating SellersNominating Committee shall consist of two Former UNB Directors and one Former BancFirst Director. Unity undertakes that any and all directors appointed by the holders A nominee shall need a two-thirds (2/3) vote of the Preferred Stock shall Nominating Committee to be issued indemnification letter agreements in form and substance consistent with recommended for a position on the current Bylaws Board of UnityDirectors. For purposes hereofFormer BancFirst Directors on the Nominating Committee will be appointed at the recommendation of Mr. Xxxxxx; Xormer UNB Directors on the Nominating Committee will be appointed at the recommendation of Mr. Xxxx; xrovided, that, should Mr. Xxxxxx xx Mr. Xxxx xx otherwise unable to appoint such members of the Nominating Committee, the Star Entities shall mean Former BancFirst Directors will be appointed at the holders recommendation of the majority most senior (in service) Former BancFirst Director then on the Board of Directors and the Former UNB Directors will be appointed at the recommendation of the securities most senior (in service) Former UNB Director then on the Board of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 IndemnificationDirectors.

Nomination of Directors. (a1) As of the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons Nominees to the Board of Directors of Unity, to will be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons recommended to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect Nominating Committee (A) for election to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member of the Board of Directors at the stockholder meetings at which directors are to be elected and (B) to fill vacancies on the Board of UnityDirectors in between such stockholder meetings (a "Nominating Committee"). For any position on the Board of Directors occupied, provided that or vacated, as the directors case may be, by a Former Dime Director, the Nominating Committee shall consist of Unity two Former Dime Directors and one Former Xxxxxx Director; for any position on the Board of Directors occupied, or vacated, as the case may determine to not obtain such insurance if such determination is consented to be, by a Former Xxxxxx Director, the directors nominated by the Designating SellersNominating Committee shall consist of two Former Xxxxxx Directors and one Former Dime Director. Unity undertakes that any and all directors appointed by the holders A nominee shall need a two-thirds vote of the Preferred Stock shall Nominating Committee to be issued indemnification letter agreements in form and substance consistent with recommended for a position on the current Bylaws Board of UnityDirectors. For purposes hereofFormer Dime Directors on the Nominating Committee will be appointed at the recommendation of Xx. Xxxx; Former Xxxxxx Directors on the Nominating Committee will be appointed at the recommendation of Xx. Xxxxxxx; provided, that, should Xx. Xxxx or Xx. Xxxxxxx be otherwise unable to appoint such members of the Nominating Committee, the Star Entities shall mean Former Dime Directors will be appointed at the holders recommendation of the majority most senior Former Dime Director then on the Board of Directors and the Former Xxxxxx Directors will be appointed at the recommendation of the securities most senior Former Xxxxxx Director then on the Board of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 IndemnificationDirectors.