Common use of Board Composition Clause in Contracts

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time The Clearlake Investors and at all times, in whatever manner the HOVRS Parties hereby agree as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Boardfollows: (a) As The Clearlake Investors and the Series A DirectorHOVRS Parties shall take all Necessary Action to cause the Board to be comprised of up to eight (8) directors, one person two (2) of whom shall be designated from by the Clearlake Investors; provided that, if the Clearlake Investors at any time cease to time by a majority own at least 1,600,000 shares of the holders of Series A Preferred Common Stock (the “Series A Designee”), as adjusted for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinationssplits, recapitalizations combinations or similar events), then the Clearlake Investors shall only be entitled to designate one (1) director, and if the likeClearlake Investors at any time cease to own any Common Stock, which individual then the Clearlake Investors shall initially cease to be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;entitled to designate a director. (b) As If the Common Stock Director, one person designated from time number of directors that the Clearlake Investors have the right to time by a majority of designate to the holders of Common Stock (the “Common Stock Designees”Board is decreased pursuant to Section 8.1(a), which individual then the designees appointed by such party shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andresign or, if such person fails to resign, the Clearlake Investors and HOVRS Parties shall take all Necessary Action to immediately remove such director or directors, as the case may be, from the Board. (c) The Company’s Chief Executive OfficerExcept as provided above, who the Clearlake Investors shall have the exclusive right to appoint and remove their designees to the Board, as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve well as the Chief Executive Officer exclusive right to fill vacancies created by reason of death, removal or resignation of such designees, and the Company, each of Clearlake Investors and the Holders HOVRS Parties shall promptly vote their respective Shares (i) take all Necessary Action to remove the former Chief Executive Officer of the Company from cause the Board if such person has not resigned as a member of the Board; and to be so constituted. (iid) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this AgreementSection 8.1, an individual, firm, corporation, partnership, association, limited liability company, trust or the number of shares of Common Stock held by any other entity (collectively, a “Person”) Person shall be deemed an “Affiliate” include all shares of another Common Stock issuable to such Person who, directly or indirectly, controls, is controlled upon the conversion and/or exercise of all securities held by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee Person that are convertible and/or exerciseable for shares of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonCommon Stock.

Board Composition. Each Holder Stockholder (with respect to all shares of Voting Securities that such Stockholder owns or over which such Stockholder otherwise exercises voting power) hereby agrees to vote, or cause to be voted, all Shares owned in person, by such Holderproxy or by action by written consent, or over which such Holder has voting controlas applicable, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders Stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5Stockholders, the following persons shall be elected to the Board: (ai) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for For so long as 1,000,000 share ▇▇▇ ▇. ▇▇▇▇▇ holds shares of Series A Common Stock or Preferred Stock are outstandingStock, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the likeone individual designated by ▇▇▇ ▇. ▇▇▇▇▇, which individual shall initially be ▇▇▇ ▇. ▇▇▇▇▇; (ii) For so long as ▇▇▇▇▇ ▇▇▇▇▇ holds shares of Common Stock or Preferred Stock, one individual designated by ▇▇▇▇▇ ▇▇▇▇▇, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇; (iii) For so long as InterWest Partners LP (the “InterWest Designee”) holds shares of Common Stock or Preferred Stock, one individual designated by the InterWest Designee, which individual shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (biv) As the Common Stock DirectorFor so long as New Enterprise Associates 16, Limited Partnership (“NEA”) holds shares of Series D Convertible Preferred Stock, one person individual designated from time to time by a majority of the holders of Common Stock NEA (the “Common Stock DesigneesNEA Designee”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and; (cv) For so long as Quan Venture Fund I, L.P. (“Quan”) holds shares of Series D Convertible Preferred Stock, one individual designated by Quan and reasonably acceptable to the Board and NEA (the “Quan Designee”), which directorship shall initially be vacant; (vi) The Company’s Chief Executive OfficerOfficer (the “CEO Director”), who as of the date of this Agreement is ▇▇shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; (vii) The Company’s Chief Scientific Officer (the “CSO Director”), who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, provided that if for any reason the CSO Director shall cease to serve as the Chief Scientific Officer of the Company, each of the Stockholders shall promptly vote their respective shares to remove the former Chief Scientific Officer from the Board if such person has not resigned as a member of the Board; and (viii) Subject to Sections 4.1(b)(i) through (vii), any individual designated by the Board, one of which individual(s) shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. To the extent that any of clauses (ai) through (cvii) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon designated by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonBoard.

Board Composition. Each Holder agrees From the Closing Date and until the consummation of an IPO or Sale, (i) the GSRP Board shall consist of not less than five (5) and not more than nine (9) directors, and (ii) GSAM shall have the right to votedesignate one (1) director (the “GSAM Director”) of GSRP who shall be appointed to the GSRP Board as of the Closing Date. Prior to an IPO, all material approvals of the board of directors of GSRP Holdings will also be subject to approval of the GSRP Board. Following an IPO, for so long as the GSAM Entities and their Affiliates, collectively, have an ownership interest in GSRP Holdings representing at least five percent (5%) of the outstanding shares of common stock of GSRP Holdings, GSAM shall have the right to designate one (1) GSAM Director of GSRP Holdings, who shall be appointed to the GSRP Holdings Board as of the closing of the IPO or cause such earlier date as GSAM shall specify and who shall thereafter be included in the slate of nominees recommended by the GSRP Holdings Board (or any authorized committee thereof) to GSRP Holdings’ stockholders for election to the GSRP Holdings Board at each meeting of stockholders of GSRP Holdings at which the class of directors that includes the GSAM Director is up for election; provided, however, that the GSAM Director shall not be engaged in any activities that are competitive to the GSRP Entities and may but need not be an employee of GSAM and the service of such individual on the Board shall not otherwise violate Applicable Law. Subject to Applicable Law and the listing rules of the principal securities exchange on which the shares of common stock of GSRP Holdings are listed, for as long as GSAM has a right to designate a director pursuant to this Section 2.08 the GSAM Director shall be entitled to be voteda member of all of the committees of the GSRP Holdings Board. For as long as GSAM declines to exercise a right it then has to designate the GSAM Director to the GSRP Holdings Board, all Shares owned by GSAM shall be entitled to designate a board observer (the “GSAM Observer”) if such Holderindividual enters into a board observer agreement with GSRP Holdings in the form attached as Exhibit F. Notwithstanding the foregoing, the GSRP Holdings Board or over which such Holder has voting controlany committee thereof may exclude the GSAM Director or the GSAM Observer, as applicable, from time the relevant portion of any meeting to time the extent any conflicts of interest exist between any GSAM Entity, the GSAM Director or the GSAM Observer, on the one hand, and at all timesthe GSRP Entities, in whatever manner as shall be necessary on the other. Subject to ensure that Applicable Law, at each annual or special meeting of stockholders at which an the class of directors that includes the GSAM Director is up for election, GSRP Holdings shall solicit proxies in favor of the election of directors is held or pursuant the GSAM Director in the same manner and to any written consent the same extent as other members of the stockholdersGSRP Holdings Board. If the GSAM Director resigns or is removed from the GSRP Holdings Board or is unable to serve on the GSRP Holdings Board due to death or disability, subject and at such time GSAM continues to Section 5be entitled to designate the GSAM Director, GSAM shall have the following persons right to designate a successor who shall be elected appointed to the Board: (a) As GSRP Holdings Board as promptly as practicable following the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations designation thereof and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve treated as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by GSAM Director for all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees From and after the date hereof and until the termination of this Agreement pursuant to voteSection 5.01, or cause to be voted, each Party shall take all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as Necessary Action so that: (a) the authorized number of Directors shall be necessary to ensure that maintained at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, seven (7); (b) the following persons shall be nominated by the Board for election and appointed or elected to the Board: (ai) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and ; (ii) to elect such person’s replacement as Chief Executive Officer two (2) Eligible Designees of Z Capital, one of which shall be designated by Z Capital Special Situations Fund II-B, LP (the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “PersonZ Capital VCOC”) shall be deemed an “Affiliate” of another Person who, directly during any time that the Z Capital VCOC holds direct or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by indirect ownership interests in the Company; (iii) one (1) Eligible Designee of SPH Manager; (iv) one (1) Eligible Designee as follows: (A) if the Other Holders Minimum Ownership Condition is satisfied, one (1) Eligible Designee of the Other Holders; or (B) if the Other Holders Minimum Ownership Condition is not satisfied, one (1) Eligible Designee of SPH Manager and the Other Holders; and (v) two (2) Eligible Designees who meet the applicable director independence requirements then in use by the Company to determine director independence (the “Independent Directors”), one (1) of whom shall be designated by SPH Manager and one (1) of whom shall be designated by (A) the Other Holders so long as the Other Holders Minimum Ownership Condition is satisfied and, (B) in all other cases, by SPH Manager and the Other Holders. Notwithstanding the foregoing, in the event that, and for so long as, the combined Beneficial Ownership of SPH Manager and the Other Holders is less than 5,060,816 Shares and the combined Beneficial Ownership of the Z Capital Holders is greater than 5,060,816 Shares (in each case, as such Share number is adjusted from time to time for any stock dividend, stock split, reverse stock split, stock combination, recapitalization, reclassification or more general partnersany other similar transaction that affects all stockholders or the holders of any class of Shares (as the case may be) proportionately), managing members or investment advisers of, or shares one (1) Independent Director shall be designated by SPH Manager and the same management company or investment adviser with, such PersonOther Holders and one (1) Independent Director shall be designated by Z Capital.

Board Composition. Each Holder agrees At Closing, there shall be a Board of Directors consisting of nine (9) Directors. Holders of seventy-five percent (75%) of the then outstanding Existing Preferred Shares, voting together as a separate class on an as-converted basis, may appoint two (2) Directors (each an “Existing Preferred Share Director”), and may in like manner remove with or without cause any Existing Preferred Share Director so appointed and may in like manner appoint another Person in his stead. The Series C Shareholder may appoint four (4) Directors (the “Series C Directors, and collectively with the Existing Preferred Share Directors, the “Preferred Share Directors”) and may in like manner remove with or without cause any Series C Director so appointed and may in like manner appoint another Person in his stead. The holders of a majority of the then outstanding Ordinary Shares, voting as a separate class, may appoint three (3) Directors (the “Ordinary Share Directors”) and may in like manner remove with or without cause any Ordinary Share Director so appointed and may in like manner appoint another Person in his stead. For the avoidance of doubt, any votes “on an as-converted basis” as referred to votein this Agreement shall be construed and calculated in accordance with the Articles. Subsequently to Closing, in the event of any transfers or redemption of shares among the holders of the Ordinary Shares, the Existing Preferred Shareholders and the Series C Shareholders, the composition and size of the Board of Directors shall be determined as follows: (i) the holders of a majority of the then outstanding Ordinary Shares, voting as a separate class, shall be entitled to appoint one (1) Director for every ten percent (10%) of the issued share capital of the Company plus one Share held by holders of Ordinary Shares from time to time, and may in like manner remove with or without cause any Ordinary Share Director so appointed and may in like manner appoint another Person in his stead; (ii) the holders of seventy-five percent (75%) of the then outstanding Existing Preferred Shares, voting together as a separate class on an as-converted basis, shall be entitled to be voted, all appoint one (1) Director for every ten percent (10%) of the issued share capital of the Company plus one Share held by the holders of Existing Preferred Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, may in whatever like manner as remove with or without cause any Existing Preferred Director so appointed and may in like manner appoint another Person in his stead; and (iii) the holders of a majority of the then outstanding Series C Shares shall be necessary entitled to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent appoint one (1) Director for every ten percent (10%) of the stockholders, subject to Section 5, issued share capital of the following persons shall be elected to Company plus one Share held by the Board: (a) As the holders of Series A Director, one person designated C Shares from time to time by and may in like manner remove with or without cause any Series C Director so appointed and may in like manner appoint another Person in his stead; provided, however, that there shall be no adjustment to the composition of the Board until and unless any of (A) the holders of a majority of the then outstanding Ordinary Shares, (B) the holders of Series A seventy-five percent (75%) of the then outstanding Existing Preferred Stock Shares, or (C) the “Series A Designee”), for so long as 1,000,000 share holders of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”then outstanding Series C Shares are entitled pursuant to Section 2.11(a)(i), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) or (iii) respectively to elect such person’s replacement as Chief Executive Officer appoint a higher number of Directors than its Director appointment rights set out in the Company as first paragraph of Section 2.11(a). There shall be at least three (3) committees under the new CEO Director. To Board, which are the extent that any of clauses (a) through (c) above shall not be applicableAudit Committee, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance withRemuneration Committee, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonExecutive Committee.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one One person designated from time to time by a majority of the holders of Series A Preferred Stock J▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Research Fund or its Affiliates (the “Series A DesigneeJanus”), ) for so long as 1,000,000 share such Stockholder and its Affiliates (as defined below) continue to own beneficially at least 300,000 of Series A the shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock are outstandingStock), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like), which individual shall initially be ▇▇. ▇▇undesignated; provided however that in the absence of any designation by Janus, such person shall be selected by the majority of the Board of Directors then in office; (b) One individual designated from time to time by the Key Holders holding of a majority of the shares of Common Stock; provided that such Key Holders are then providing services to the Company, which individual shall initially be S▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇shall initially be R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (cd) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A A/B/D Preferred Director, one person (1) individual designated from time to time by the holders of at least a majority of the holders shares of Series A A/B/D Preferred Stock (the “Series A Designee”)Stock, for so long voting together as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations a separate class and the likeon an as-converted basis, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (b) As At each election of directors in which the Common Stock holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one person (1) individual designated from time to time by the holders of at least a majority of the holders shares of Common Stock (the “Common Stock Designees”)Series C Preferred Stock, voting together as a separate class, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and; (c) The Company’s Chief Executive Officer, who as At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the date Board, three (3) individuals as follows: (i) Each of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ M.D. ▇▇▇▇▇▇ (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “CEO DirectorThreshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if for any reason the CEO Director shall cease Active Founder serving as a director pursuant to this section ceases to serve as the Chief Executive Officer a full-time employee of the CompanyCompany and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove such Active Founder from the former Chief Executive Officer Board following such time as such Active Founder is no longer a full-time employee of the Company from and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Board Threshold Shares if such person Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to elect such person’s Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; provided that, in the event that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as Chief Executive Officer full-time employees of the Company Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the new CEO Directorshares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (cd) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateCharter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to vote(a) On the date of this Agreement, or the Company shall cause the Person(s), if any, listed on Schedule B to be voteddesignated as Minority Shareholder Observers (as defined below) with all rights set forth in Section 2.1(d) (it being understood that at any time after the date hereof until the date that the Minority Shareholder Observer(s) are appointed to the Board as directors pursuant to the immediately following sentence, the Company shall, promptly upon receipt of a written request from the Minority Shareholder Representative, cause any Person(s) named in such written request to be designated as Minority Shareholder Observer(s); provided, that there may be no more than two Minority Shareholder Observers at any one time). As soon as reasonably practicable following receipt of the Company Shareholder Approval and in any case within one Business Day thereafter, the Board shall increase the size of the Board by two directors and cause such persons to be appointed to the Board as directors; provided, that if the Company Shareholder Approval is not obtained by the date that is 30 days prior to the Designation Date for the Next Annual Meeting, (i) the Company shall take all Shares owned by such Holder, commercially reasonable actions necessary to cause the election of two Minority Shareholder Observers to the Board as directors at the Next Annual Meeting or over which such Holder has voting control, from time to time and at all times(ii) if the Minority Shareholders no longer beneficially own, in whatever manner as the aggregate, 66% or more of the Minority Shares, the Company shall be take all commercially reasonable actions necessary to ensure that at each annual or special meeting of stockholders at which an cause the election of directors is held or pursuant to any written consent one Minority Shareholder Observer, designated by the Minority Shareholder Representative on behalf of the stockholdersMinority Shareholders, subject to Section 5, the following persons shall be elected to the Board: (a) As Board as director at the Series A DirectorNext Annual Meeting; in each case, one person designated from time the Company’s obligations to time by a majority take all commercially reasonable actions necessary to cause the election of such Minority Shareholder Observers to the Board as directors shall include the obligation of the holders Company to take all actions to cause such Minority Shareholder Observers to be nominated by the Board, including the Governance Committee, for election at the Next Annual Meeting. Thereafter, and for so long as (i) the Minority Shareholders continue to beneficially own, in the aggregate, 66% or more of Series A Preferred Stock the Minority Shares (the “Series A Two Designee Threshold”), the Minority Shareholder Representative on behalf of the Minority Shareholders shall have the right to designate two directors for election to the Board and (ii)(x) the Minority Shareholders continue to beneficially own, in the aggregate, 10% or more of the then outstanding Equity Securities, or (y) the Minority Shareholders beneficially own, in the aggregate, less than 10% of the then outstanding Equity Securities but such Minority Shareholders continue to beneficially own, in the aggregate, 33% or more of the Minority Shares (“One Designee Threshold”), then the Minority Shareholder Representative on behalf of the Minority Shareholders shall have the right to designate one director for election to the Board (each such director nominee, including such initial nominees, a “Minority Shareholder Designee”), such percentages in each case calculated on a fully diluted basis giving effect to any securities, warrants, options or other rights convertible into or exchangeable or exercisable for so equity securities of the Company, whether or not subject to contingencies or passage of time, or both; provided, that, if the Minority Shareholders’ beneficial ownership, in the aggregate, of Equity Securities (x) falls below the Two Designee Threshold, then one Minority Shareholder Designee, designated by the Minority Shareholder Representative on behalf of the Minority Shareholders, shall resign from the Board as promptly as practicable upon the Minority Shareholder Representative becoming aware of the Minority Shareholders falling below such threshold, or (y) falls below the One Designee Threshold, then the Minority Shareholder Designee shall resign from the Board as promptly as practicable upon the Minority Shareholder Representative becoming aware of the Minority Shareholders falling below such threshold. So long as 1,000,000 share the Minority Shareholder Representative, on behalf of Series A Preferred Stock are outstandingthe Minority Shareholders, has the right to designate at least one director for election to the Board, one Minority Shareholder Designee designated by the Minority Shareholder Representative on behalf of the Minority Shareholders shall be entitled to serve on each committee of the Board except as prohibited by applicable law or stock exchange requirements; provided, that if such Minority Shareholder Designee is so prohibited, such Minority Shareholder Designee shall nonetheless have the right to participate as a non-voting observer on such committee (any such observer, a “Committee Observer”). In each case, the Company shall take all commercially reasonable actions necessary to cause the appointment of such Minority Shareholder Designee(s) (x) to the Board (including taking all actions to cause such Minority Shareholder Designee(s) to be nominated by the Board, including the Governance Committee, for election at each annual meeting of the shareholders of Company (or at any special shareholder meeting of the Company at which number the Board is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations be elected)) and (y) to the like, which individual shall initially applicable committee of the Board (including taking all actions to cause such Minority Shareholder Designee(s) to be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;elected by the Board to serve on such committee of the Board). (b) As Each Minority Shareholder Designee shall comply in all respects with the Common Stock Director, one person designated Company’s corporate governance guidelines as in effect from time to time time, in each case as determined by a majority of the holders of Common Stock Board’s Corporate Governance and Nominating Committee (the “Common Stock DesigneesGovernance Committee”); provided, that the Company hereby acknowledges and agrees that the initial Minority Shareholder Designees comply with such corporate governance guidelines. The Minority Shareholder Representative shall notify the Company of any proposed Minority Shareholder Designee in writing no later than the latest date on which shareholders of the Company may make nominations to the Board in accordance with the Code of Regulations (such date, the “Designation Date”), which individual together with all information concerning such nominee required to be delivered to the Company by the Code of Regulations and such other information reasonably requested by the Company; provided, that the Company shall initially give the Shareholder Representative 30 days written notice of the Designation Date; provided, further, that that in the event the Minority Shareholder Representative fails to provide any such notice, the Minority Shareholder Designees shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andthe person(s) then serving as the Minority Shareholder Designees as long as the Minority Shareholder Representative provides such information to the Company promptly upon request by the Company. (c) The Company’s Chief Executive Officer, who as In the event of the date death, disability, resignation or removal of a Minority Shareholder Designee, the Board will promptly elect to the Board a replacement director designated by the Minority Shareholder Representative, subject to the fulfillment of the requirements set forth in first sentence of Section 2.1(b), to fill the resulting vacancy, and such individual shall then be deemed a Minority Shareholder Designee for all purposes under this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. Agreement. In the event the Minority Shareholder Representative fails to designate a replacement director to fill any such vacancy, such Board seat shall remain vacant until the Minority Shareholder Representative designates such replacement director to fill such vacancy. (d) So long as the Minority Shareholder Representative on behalf of the Minority Shareholders has the right to designate any Minority Shareholder Designee for election to the Board pursuant to Section 2.1(b), the Minority Shareholder Representative on behalf of the Minority Shareholders shall have the right to designate a non-voting observer to the Board in lieu of, or as a replacement for, any Minority Shareholder Designee (any such observer, a “CEO DirectorMinority Shareholder Observer”), provided that if for any reason the CEO Director . Each Minority Shareholder Observer shall cease be entitled to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (ix) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member attend all meetings of the Board who would otherwise and each applicable committee of the Board except as prohibited by applicable law or stock exchange requirements and (y) receive all materials with respect to such meetings. The Minority Shareholder Representative on behalf of the Minority Shareholders shall have been designated in accordance the right to remove or replace any Minority Shareholder Observer at any time from time to time, subject to compliance with the terms thereof first sentence of Section 2.1(b). The Company shall instead be voted upon by (x) notify each Minority Shareholder Observer of all the Holders meetings of the Company Board (and the applicable committees thereof) using the same form of communication used to notify the directors on the Board and (y) provide each Minority Shareholder Observer with copies of all notices, minutes, consents and other materials provided to the directors on the Board no later than the time that such materials are provided to the directors. Each Minority Shareholder Observer shall be entitled to vote thereon reimbursement for reasonable out-of-pocket expenses incurred in accordance withattending meetings of the Board (and the applicable committees thereof) to the same extent as directors on the Board. (e) If a Committee Observer is designated pursuant to Section 2.1(a), and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) such Committee Observer shall be deemed an “Affiliate” entitled to (x) attend all meetings of another Person who, directly each committee of the Board except as prohibited by applicable law or indirectly, controls, is controlled by or is under common control stock exchange requirements and (y) receive all materials with respect to such Person, including, without limitation, any general partner, managing member, officer, director or trustee meetings. The Company shall (x) notify each Committee Observer of all meetings of the committees of the Board using the same form of communication used to notify the members of such Personcommittee and (y) provide each Committee Observer with copies of all notices, or any venture capital fund or registered investment company now or hereafter existing minutes, consents and other materials provided to the members of such committee no later than the time that is controlled by one (1) or more general partners, managing members or investment advisers such materials are provided to the members. Each Committee Observer shall be entitled to reimbursement for reasonable out-of, or shares -pocket expenses incurred in attending meetings of the committees of the Board to the same management company or investment adviser with, extent as members of such Personcommittees.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) [***]; (b) As the Series A Director, one A-2 Directors: (i) [***]; (ii) One person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”)PureTech Health LLC, for so long as such Stockholder and its Affiliates (as defined below) continue to own beneficially at least 1,000,000 share shares of Series A A-2 Preferred Stock are outstanding, which (such number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (c) [***]; (d) [***]; and (ce) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director[***]. To the extent that any of clauses (a) through (ce) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders Stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder From and after the Closing (as such term is defined in the Purchase Agreement), each Investor agrees to vote, or cause to be voted, all Shares owned by such HolderInvestor, or over which such Holder Investor has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5stockholders of the Company, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so So long as 1,000,000 share Spring Mountain Capital (“Spring Mountain”) owns shares of Series A Preferred Stock are outstandingStock, which number is subject to appropriate adjustment for any stock splitstwo (2) individuals designated by Spring Mountain, stock dividends, combinations, recapitalizations and the like, which individual who shall initially be ▇▇. ▇▇Dr. Avi Faliks and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇; (b) As the Common So long as Associated Private Equity LLC (“Associated”) owns shares of Preferred Stock Director, one person (1) individual designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”)Associated, which individual who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of the appointment rights set forth in clauses (a) through and (cb) above shall not no longer be applicableapplicable due to the applicable Investor no longer holding Preferred Stock, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders holders of the Company Company’s Preferred Stock entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees Subject to voteSection 3.2(d), or cause to be voted, all Shares owned the Board shall consist of such number of directors as is determined by such Holder, or over which such Holder has voting control, the Board from time to time and (provided that such number shall not be more than five at all times, in whatever manner as any time prior to an IPO) of which (i) one director shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one a person designated from time to time by a majority of the holders of Series A Preferred Stock Yahoo (the “Series A Yahoo Designee”), provided, that Yahoo’s right to designate a director on the Board shall terminate upon, and be of no force and effect from and after, the first time that Yahoo owns less than the Threshold Number of Equity Securities, (ii) two directors shall be persons designated by the Management Members (each a “Management Member Designee” and collectively, the “Management Member Designees”); provided, that in the event the Management Members, collectively, own a number of Equity Securities amounting to less than 25% of the Management Current Share Number, only one director shall be designated by the Management Members and the Management Members will continue to have the right to designate at least one director on the Board as long as JM owns one share of Equity Security of the Company, and (iii) one director shall be a person designated by SOFTBANK (the “SOFTBANK Designee”), provided, that SOFTBANK’s right to designate a director on the Board shall terminate upon, and be of no force and effect from and after, the first time that SOFTBANK owns less than the Threshold Number of Equity Securities. Without limiting the generality of the requirements of Sections 2.1 and 2.2: (i) for so long as 1,000,000 share of Series A Preferred Stock are outstandinga Shareholder may designate at least one director pursuant to this Section 2.3, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has shall not resigned as a member (A) increase the number of directors of the Board, or (B) designate a new director, without the prior written approval of each such Shareholder; and (ii) the Shareholders and Subordinate Shareholders will take all actions necessary to elect such person’s replacement as Chief Executive Officer effect the provisions of the Company as the new CEO Director. To the extent that this Section 2.3 and any of clauses (a) through (c) above shall not be applicable, any member determination or resolution of the Board who would otherwise have been designated in accordance with under this Section 2.3, including amending the terms thereof shall instead be voted upon by all Memorandum and Articles to increase or decrease the Holders numbers of directors on the Company entitled to vote thereon in accordance with, Board and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust electing or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personremoving directors.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one One person designated from time to time by a majority of the holders of Series A Preferred Stock Bay City Capital Fund V, L.P. or its Affiliates (the “Series A Bay City Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; Bay City Capital or its Affiliates owns at least five percent (b5%) As the Common Stock Director, one person designated from time to time by a majority of the holders of Company’s outstanding Common Stock (the “Common Stock Designees”)Stock, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and▇▇. (cb) The Company’s Chief Executive OfficerTwo individuals designated by Cesca Therapeutics Inc. (the “Cesca Designees”), who as of the date of this Agreement is which individuals shall initially be ▇▇▇▇▇ ▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. ; provided, however, that Cesca Therapeutics Inc. shall be entitled to designate only one Cesca Designee from and after such time as Cesca Therapeutics Inc., together with its Affiliates, ceases to own at least thirty percent (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer 30%) of the Company’s Common Stock (on an as-converted basis). (c) One individual who qualifies as an “independent director” under Rule 5605 of The NASDAQ Marketplace Rules and who is an industry expert, each to be designated by Cesca Therapeutics Inc. (“Cesca”) as soon as practicable after the date hereof. (d) One individual who qualifies as an “independent director” under Rule 5605 of The NASDAQ Marketplace Rules and who is an industry expert, designated by Bay City Capital Fund V, L.P. or its Affiliates as soon as practicable after the date hereof, for so long as Bay City Capital or its Affiliates owns at least five percent (5%) of the Holders Company’s outstanding Common Stock; provided, however, that any replacement for such initial designee shall promptly vote their respective Shares (i) be subject to remove the former Chief Executive Officer approval of the Company from the Board if such person has Cesca Therapeutics Inc., which approval will not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Directorbe unreasonably withheld. To the extent that any of clauses (a) through (cd) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateCertificate of Incorporation of the Company, as may be amended, restated or otherwise modified from time to time (the “Certificate of Incorporation”). For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to vote(a) From and after the date hereof, or cause and until the provisions of this Section 2 cease to be votedeffective, each Securityholder and Institutional Investor shall vote all Shares owned by such Holder, or of its Common Stock and other voting securities of the Company over which such Holder holder has voting control, from time to time control ("Subject Securities") and at shall take all times, other necessary or desirable actions within its control (in whatever manner its capacity as shall be necessary to ensure that at each annual a securityholder or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholdersstockholder and, subject to Section 5any fiduciary obligation owed by such Securityholder or Institutional Investor to the Company, in its capacity as a director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special Board and stockholder meetings), so that the following persons shall occur: (i) one representative designated by the Required Investor Approval (who shall initially be Paul ▇▇▇▇▇) ▇▇all be elected to the Board for a three-year term, and reelected for subsequent terms so long as this Agreement is in effect; (ii) subject to the limitation contained in Section 2(a)(viii), if the authorized number of directors on the Board has been increased to eight (8), then commencing on the date which is six (6) months after the effective date of such expansion of the Board, one additional representative designated by the Required Investor Approval and reasonably acceptable to the Company shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (biii) As subject to the limitations contained in Section 2(a)(viii), if the authorized number of directors on the Board has been increased (A) to nine (9) prior to the election of the additional Investor Designee pursuant to Section 2(a)(ii) above, or (B) to ten (10) or higher at any time after the election of the additional Investor Designee pursuant to Section 2(a)(ii) above, there shall be elected to the Board such number of additional Investor Designees (who must be reasonably acceptable to the Company), if any, as are necessary to result in the percentage representation by Investor Designees on the Board equaling at least the Institutional Investors' percentage ownership of outstanding Common Stock Director, one person designated from time to time by a majority of the holders Company arising out of their ownership of (x) shares of Series B Preferred (assuming the conversion of all outstanding shares of Series B Preferred) and (y) shares of Common Stock that have been issued on conversion of shares of Series B Preferred; provided, in no event shall the number of Investor Designees to the Board be less than one (the “Common Stock Designees”1), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and; (civ) The Company’s Chief Executive Officer, who as the governing body of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer each of the Company, 's Subsidiaries (each a "Sub Board") shall have at least one Investor Designee; (v) any committees of the Holders Board or a Sub Board (to the extent not yet created) shall promptly vote their respective Shares be created only upon Required Board Approval and each committee shall have at least one Investor Designee; (ivi) to remove the former Chief Executive Officer of the Company removal from the Board if such person has not resigned or a Sub Board or any committee thereof without cause of any Investor Designee shall be conditional on the Required Investor Approval; (vii) in the event that any Investor Designee ceases to serve as a member of the Board or a Sub Board or any committee thereof during his term of office, the resulting vacancy on the Board or the Sub Board, and on each committee thereof, shall be filled by an Investor Designee; (viii) notwithstanding the provisions of Section 2(a)(ii) or (iii), an Investor Designee shall not be added to the Board if the number of Investor Designees on the Board resulting from such addition would exceed the whole number obtained by multiplying the Institutional Investors' percentage ownership of outstanding Common Stock of the Company arising out of their ownership of (x) shares of Series B Preferred (assuming the conversion of all outstanding Series B Preferred) and (y) shares of Common Stock that have been issued on conversion of shares of Series B Preferred by the total number of directors on the Board which would result from the addition of such Investor Designee (it being understood that for purposes of determining the whole number, any decimal beginning with 0-4 shall be rounded down to the nearest whole number and any decimal beginning with 5-9 shall be rounded up to the nearest whole number); and (ix) in no event shall the number of directors on the Board be less than five (5). (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending (i) the meetings of the Board, any Sub Board and any committee thereof and (ii) to elect such person’s replacement any other meetings at the request of any Company or any of its Subsidiaries. So long as Chief Executive Officer any Investor Designee serves on the Board or a Sub Board and for six years thereafter, the Company shall maintain directors and officers indemnity insurance coverage as currently in place or as otherwise approved by the Required Investor Approval, and the constituent documents of the Company and each of its Subsidiaries, as appropriate, shall provide for indemnification and exculpation of directors to the new CEO Director. To the fullest extent that any of clauses (a) through permitted under applicable law. (c) above If any party or parties fail(s) (but is otherwise entitled) to designate a representative to fill a directorship pursuant to the terms of this Section 2, the election of an individual to such directorship shall not be applicable, any member of the Board who would otherwise have been designated accomplished in accordance with the terms thereof Company's or the applicable Subsidiary's constituent documents and applicable law; provided that the parties shall instead be voted upon by take all necessary actions to remove such individual if the Holders of the Company entitled party or parties which failed (and are otherwise entitled) to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with designate such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personso directs.

Board Composition. Each Holder agrees (i) Investor shall initially have the right to votedesignate two directors (each, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as a “GGC Appointee”) who shall be necessary appointed to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, Board (and the following persons Company shall be elected cause their appointment to the Board: (a) As the Series A Director, one person designated from time to time by a majority as of the holders of Series A Preferred Stock (Closing hereunder in the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and two seats currently vacant on the like, which individual Board. The initial GGC Appointees shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as shall be designated a Class I director of the date of this Agreement is ▇▇▇▇Company, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director who shall cease to serve as the Chief Executive Officer be designated a Class III director of the Company, each . (ii) The Company will permit the holders of a majority of the Holders outstanding Series B Preferred Stock to elect such directors to serve on the Board as is provided in the Certificate of Determination. Without limiting the rights and remedies of such holders, and notwithstanding the provisions of the Certificate of Determination to the contrary, in the event such directors are not so elected then, subject to Sections 4A(iv), in connection with each meeting of shareholders at which directors in the same class year as a GGC Appointee are to be elected to serve on the Board, the Company shall promptly vote their respective Shares take all necessary steps to nominate the GGC Appointee then up for election (ior such alternative persons who are proposed by Investor and notified to the Company on or prior to any date set forth in the Company’s constituent documents or applicable law for Board nominees) and to remove use its reasonable best efforts to cause the former Chief Executive Officer Board to unanimously recommend that the shareholders of the Company vote in favor of such GGC Appointee for election to the Board. If, for any reason, a candidate designated as a GGC Appointee is determined to be unqualified to serve on the Board because such appointment would constitute a breach of the Board’s fiduciary duties or applicable law, Investor shall have the right to designate an alternative GGC Appointee to be so appointed and the provisions of this Section 4A(ii) shall apply, mutatis mutandis, to such alternative GGC Appointee. (iii) Each appointed or elected GGC Appointee will hold his or her office as a director of the Company for such term as is provided in the Company’s constituent documents or until his or her death, resignation or removal from the Board if such person or until his or her successor has not resigned as a member of the Board; been duly elected and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated qualified in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes provisions of this Agreement, an individualthe Company’s constituent documents and applicable law. If any GGC Appointee ceases to serve as a director of the Company for any reason during his or her term, firmthe vacancy created thereby shall be filled, corporationand the Company will use its reasonable best efforts to cause the Board to fill such vacancy, partnershipwith a replacement designated by Investor. (iv) Investor shall have the right to designate two GGC Appointees pursuant to this Section 4A until such time as the number of shares of Underlying Stock then held by Investor, associationtogether with its Affiliates, limited liability companyis less than 66.67% of the aggregate number of shares of Underlying Stock held by Investor, trust together with its Affiliates, immediately following the Closing. Investor shall have the right to designate one GGC Appointee pursuant to this Section 4A until such time as the number of shares of Underlying Stock then held by Investor, together with its Affiliates, is less than 33.33% of the aggregate number of shares of Underlying Stock held by Investor, together with its Affiliates, immediately following the Closing. Thereafter, the right of Investor to designate any GGC Appointees hereunder shall terminate and Investor shall use commercially reasonable efforts to cause any GGC Appointees then serving as directors to resign if requested by the Company in writing to do so. In the event that Investor shall have the right to designate only one GGC Appointee in accordance with this Section 4A(iv), Investor shall have the right to designate which of the two GGC Appointees shall remain as the single GGC Appointee. (v) The Company shall provide the same reimbursement of expenses incurred by each GGC Appointee, and the same rights and benefits of indemnity to each GGC Appointee, as are provided to other non-employee directors on the Board; provided that the GGC Appointees shall be provided any retainers, including meeting fees, or other cash compensation or equity compensation for their service on the Board or any committee thereof. The Company acknowledges that certain directors (including the GGC Appointees) may have certain rights to indemnification, advancement of expenses and/or insurance provided by other entity sources with respect to such directors’ association with the Company and its subsidiaries (collectively“Other Indemnitors”). Notwithstanding the existence of any Other Indemnitor with respect to any director, the Company shall be the indemnitor of first resort (i.e., the Company’s obligations for indemnification and expense advancement to a “Person”director are primary and any obligations of any Other Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by a director are secondary), with respect to any such directors’ association with the Company and its subsidiaries. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any director with respect to any claim for which such director has sought indemnification from the Company shall affect the foregoing, and such Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of such director against the Company. The Other Indemnitors shall be express third party beneficiaries of the terms of this Section 4A(v). (vi) For the avoidance of doubt, any members of the Board elected pursuant to Section 5(a) of the Certificate of Determination shall be deemed an “Affiliate” of another Person whoto satisfy in whole or in part, directly or indirectlyas applicable, controls, is controlled by or is Investor’s right to designate the GGC Appointee(s) under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.this Section 4A.

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time (a) From and after the Effective Time and subject at all timestimes to Section 2.2(c)(i)(A), in whatever manner as shall be necessary to ensure that Section 2.2(c)(ii)(A) and Section 2.2(c)(iii)(A), at each annual or special meeting of stockholders the Company’s Stockholders at which an election of directors is held or to the Board occurs, the TPG Stockholders shall be entitled to designate for election to the Board up to two (2) individuals selected pursuant to any written consent of the stockholdersprocedures set forth on Schedule I hereto (such individuals, the “TPG Director Nominees”). From and after the Closing, the Company shall, with respect to each TPG Director Nominee that the TPG Stockholders are entitled to nominate under this Section 2.2(a) (but subject to Section 52.2(c) below), (i) include each such TPG Director Nominee in the following persons shall be elected Company’s slate of director nominees, (ii) recommend that the Company’s stockholders elect each such TPG Director Nominee, and include such recommendation in the Company’s proxy statement in respect of such meeting and (iii) use commercially reasonable efforts to take all other necessary and appropriate actions to cause the Board:election of each such TPG Director Nominee. (ab) As the Series A Director, one person designated from time If any TPG Director shall for any reason cease to time by serve as a majority member of the holders Board during the term of Series A Preferred Stock (the “Series A Designee”such TPG Director’s directorship, other than resignation pursuant to Section 2.2(c), then, for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is the TPG Stockholders have the right to nominate such TPG Director pursuant to Section 2.2(a) (but subject to appropriate adjustment Section 2.2(c)(i)(B), Section 2.2(c)(ii)(B) and Section 2.2(c)(iii)(B)), the resulting vacancy on the Board shall be filled by an individual designated by the TPG Stockholders pursuant to the procedures set forth on Schedule I attached hereto. The Board shall take all action reasonably necessary to appoint each individual designated to fill such vacancy in accordance with this Section 2.2(b). (c) From and after the date hereof, the rights of the TPG Stockholders in Sections 2.2(a), 2.2(b) and 2.2(c) shall be subject to the following: (i) (A) the TPG Stockholders shall have the right to select both TPG Director Nominees until such time that the TPG Stockholders Transfer (other than any Transfer to any Permitted Transferee of any TPG Stockholder who, upon receipt of such Subject Shares, constitutes a TPG Stockholder hereunder) at least one-half of the Subject Shares, at which such time the number of TPG Director Nominees shall be one (1) for any stock splitsall purposes hereunder, stock dividendsand (B) for so long as the TPG Stockholders have the right to select both TPG Director Nominees, combinations, recapitalizations and the like, which individual rights of the TPG Stockholders described in Section 2.2(b) shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇apply to both of the TPG Directors serving on the Board; (bii) As the Common Stock Director, one person designated from time (A) following a Transfer (other than any Transfer to time by a majority any Permitted Transferee of any TPG Stockholder) of at least one-half of the holders Subject Shares and until such time that the TPG Stockholders Beneficially Own, in the aggregate, less than five (5%) percent of the issued and outstanding shares of Company Common Stock Stock, the TPG Stockholders shall continue to have the right to select one (1) TPG Director Nominee and (B) for so long as the “Common Stock Designees”)TPG Stockholders have the right to select only one (1) TPG Director Nominee, which individual the rights of the TPG Stockholders described in Section 2.2(b) shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇apply only with respect to the one (1) TPG Director serving on the Board; and (ciii) The Company’s Chief Executive Officerfollowing such time that the TPG Stockholders Beneficially Own, who as in the aggregate, less than five percent (5%) of the date issued and outstanding shares of Company Common Stock, (A) the TPG Stockholders shall no longer have the right to select any TPG Director Nominee and (B) the rights of the TPG Stockholders described in Section 2.2(b) shall no longer apply to any TPG Director serving on the Board. The fall-away thresholds described in this Section 2.2 shall be tested without giving effect to any Transfer of shares of Company Common Stock by TPG VI Wolverine Co-Invest, LP to the limited partners of TPG VI Wolverine Co-Invest, LP in connection with a liquidation, dissolution or other disbandment of TPG VI Wolverine Co-Invest, LP, if any, solely to the extent any such transferees become a party to this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (as “TPG Stockholders” hereunder pursuant to a joinder agreement substantially in the “CEO Director”)form attached hereto as Exhibit B. If, provided that if for at any reason time, the CEO TPG Stockholders are no longer entitled to select a specified number of TPG Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares Nominees in accordance with clauses (i) through (iii) of this Section 2.2(c), then (x) a corresponding number of TPG Directors shall be required to remove the former Chief Executive Officer of the Company promptly offer to resign from the Board if (and from any committee positions held by such person has TPG Directors), and the TPG Stockholders shall use reasonable best efforts to cause such TPG Director Nominee to offer to resign as described in this sentence, and (y) each vacancy resulting from any resignations accepted by the Company shall be filled by an individual appointed by the Board to the extent the Board, in its discretion, determines to maintain the size of the Board and not resigned reduce the Board size to the number of directors in office immediately following such a resignation. (d) From and after the Closing (including following the termination of this Agreement), each TPG Director for so long as such Person is a director on the Board (and, with respect to indemnification rights and insurance coverage, such applicable period thereafter) shall be entitled to the same compensation (including fees), expense reimbursement and indemnification rights, as well as the same insurance coverage, in connection with his or her role as a member Director as the other members of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of . Notwithstanding the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicableforegoing, any member TPG Director shall have the right to waive the right to receive any cash or equity compensation. Each TPG Director shall provide any and all information reasonably requested by the Nominating and Corporate Governance Committee of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company related to any other compensation such TPG Director is entitled to vote thereon in accordance connection with, and pursuant or related to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person’s service as a TPG Director. (e) The Company shall provide each TPG Director with copies of all notices, minutes, consents and other material that the Company provides to all other members of the Board substantially concurrently as such materials are provided to the other members of the Board.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person Two (2) persons designated from time to time by a majority of the holders of Series A the Preferred Stock (the “Series A Designee”)Stock, which individuals shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇’▇▇▇▇▇▇, for so long as 1,000,000 share such Stockholders and their Affiliates continue to own beneficially at least 754,341 shares of Series A Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock are outstandingStock), which number is subject to appropriate adjustment for any all stock splits, stock dividends, combinations, recapitalizations and the like. (b) For so long as the Key Holders hold at least any shares of Common Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like), and as long as such individuals are providing services to the Company, three (3) individual designated by the holders of a majority of the Shares of Common Stock which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; (c) The Company’s Chief Executive Officer, who shall initially be ▇▇▇▇▇ M.D. ▇▇▇▇▇▇ (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To ; and to the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to voteThe Board shall initially be four, or cause to be voted, all Shares owned by such Holder, or over among which such Holder has voting control, from time to time and at all times, in whatever manner as (i) one director shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one a person designated from time to time by a majority of the holders of Series A Preferred Stock Yahoo (the “Series A Yahoo Designee”), provided, that a second director shall be a person designated by Yahoo (so two directors in total shall be persons designated by Yahoo) in the event SOFTBANK no longer has the right to designate a director pursuant to subclause (iii) of this Section 2.3, provided, further, Yahoo shall only have the right to designate a director or directors for so long as 1,000,000 Yahoo owns at least 37.5% of the number of the Equity Securities it owns as of the Closing Date, (ii) two directors shall be persons designated by the Management Members (each a “Management Member Designee” and collectively, the “Management Member Designees”); provided, that in the event the Management Members, collectively, own less than 25% of the number of Equity Securities they own as of the Closing Date, only one director shall be designated by the Management Members and the Management Members will continue to have the right to designate at least one director on the Board as long as JM owns one share of Series A Preferred Stock are outstandingEquity Security of the Company, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual (iii) one director shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one a person designated from time to time by a majority of the holders of Common Stock SOFTBANK (the “Common Stock DesigneesSOFTBANK Designee”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officerprovided, who that SOFTBANK will no longer have the right to designate a director on the Board in the event it ceases to own at least 50% of the number of Equity Securities it owns as of the Closing Date. From and after the fifth anniversary of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (Agreement, Yahoo shall have the “CEO Director”), provided that if for any reason right to designate a number of directors equal to the CEO Director shall cease to serve as the Chief Executive Officer greater of the Company, each of the Holders shall promptly vote their respective Shares (i) the number of directors that Yahoo would otherwise be entitled to remove the former Chief Executive Officer designate as of the Company from the Board if such person has not resigned as a member of the Board; date under this Agreement and (ii) the number of directors that the Management Members are entitled to elect designate as of such person’s replacement as Chief Executive Officer date under this Agreement. Without limiting the generality of the Company as requirements of Sections 2.1 and 2.2, the new CEO Director. To Shareholders and Subordinate Shareholders will take all actions necessary to effect the extent that any provisions of clauses (a) through (c) above shall not be applicablethis Section 2.3, any member including amending the Memorandum and Articles to increase or decrease the numbers of directors on the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust electing or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personremoving directors.

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders Effective Time, the Board will be classified and will consist of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;following individuals: (b) As From and after the Common Stock DirectorEffective Time, the Company and each Harbinger Party will cooperate to ensure that, to the greatest extent possible, the Board consists of ten (10) Directors, of which (i) at least three (3) Directors shall be Independent Directors nominated by the Special Nominating Committee in accordance with this Article III and the Company By-Laws and (ii) one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c1) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as be the Chief Executive Officer of the Company. Notwithstanding anything in this Agreement to the contrary, each the Board and all of the Holders Committees will operate in such a way to permit the Company to comply with applicable Law and maintain its listing on the Applicable Exchange on which the Voting Securities are then listed or quoted. Notwithstanding anything to the contrary set forth herein, if, at any time after the Effective Date, the Company shall promptly vote their respective Shares (i) cease to remove qualify as a “controlled company” for the former Chief Executive Officer purposes of the Company from the Board if such person has not resigned as a member rules of the Board; NYSE, the Parties hereby agree that, the Harbinger Parties shall have the right, in their sole discretion and (ii) by written notice to elect such person’s replacement as Chief Executive Officer of the Company, to cause the Company as to increase the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member size of the Board who would otherwise have been designated to add such members as may be required to comply with applicable Law and maintain its listing on the Applicable Exchange on which the Voting Securities are then listed or quoted and in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant tosuch event, the Restated Certificate. For purposes Harbinger Parties shall thereafter have the right to designate for nomination by the Nominating and Corporate Governance Committee the resulting vacancies with designees of this Agreementtheir choice; provided, an individualhowever, firm, corporation, partnership, association, limited liability company, trust that nothing contained herein shall in any way affect the size of or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares powers delegated to the same management company or investment adviser with, such PersonSpecial Nominating Committee.

Board Composition. Each Holder agrees to voteThe Board shall initially consist of at least three persons, or cause to two of whom shall be voted, all Shares owned designated by such Holder, or over which such Holder has voting control, from time to time FR Holdings and one of whom shall be designated by SunEdison. FR Holdings shall at all times, in whatever manner times have and retain the right to appoint the Chairman and Secretary of the Board and to expand or decrease the size of the Board (but no fewer than three members for so long as shall be necessary SunEdison maintains the right to ensure that at each annual or special meeting of stockholders at which an election of directors is held or designate a member pursuant to any written consent this Section 2.5(b)). For so long as SunEdison’s Percentage Interest in the JV Entities is at least five percent (5%), SunEdison shall have the right to designate one member of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”)Board and thereafter, for so long as 1,000,000 share SunEdison holds an Interest in such JV Entity and there has not been an IPO of Series A Preferred Stock are outstandingsuch JV Entity, which number is subject SunEdison shall have the right to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which appoint one individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as an observer on such Board (each, an “Observer”). Subject to the Chief Executive Officer terms of the CompanyJV Entity Agreement, each of the Holders Observer shall promptly vote their respective Shares be entitled to (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member attend all meetings of the Board; and , including any committee meetings of the Board, (ii) to elect receive notices of such person’s replacement as Chief Executive Officer meetings concurrently with the members of the Company as Board or such committees thereof and (iii) receive all information provided to members of the new CEO Director. To Board or such committees thereof at such meetings; provided, that the extent that any of clauses (a) through (c) above Observer shall have no voting rights and his or her presence shall not be applicablerequired for determining a quorum at any meeting he or she is entitled to attend pursuant to this Section 2.5(b). Either SunEdison or FR Holdings may, at any time, remove and/or replace its respective member(s) of the Board. Any member of the Board who would otherwise have been designated in accordance with removed for cause pursuant to the terms thereof shall instead be voted upon by all the Holders of the Company JV Entity Agreement may only be replaced by the Party that designated such Board member; provided that with respect to any Board member so removed that was designated by SunEdison, SunEdison may only replace such Board member if it is still then entitled to vote thereon in accordance with, and appoint a Board member pursuant to, the Restated Certificate. For purposes of to this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonSection 2.5(b).

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As One person designated by Bios Fund I, LP (“Bios I”) and Bios Fund I QP, LP (together with Bios I, “Bios”), which individual shall be selected at such time as determined by Bios, to serve as one of the two Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”)Directors, for so long as 1,000,000 share Bios and its Affiliates continue to own beneficially at least seven and one-half percent (7.5%) of the shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock are outstandingStock), which number is subject to appropriate adjustment for any all stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one One person designated from time to time by Green Park & Golf Ventures, LLC, a majority of the holders of Common Stock Texas limited liability company (the “Common Stock DesigneesGreen Park”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇selected at such time as determined by Green Park, to serve the remaining Series A Director, for so long as Green Park and its Affiliates continue to own beneficially at least seven and one-half percent (7.5%) shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; and (c) The Company’s Chief Executive OfficerFor so long as the Key Holders hold at least 400,000 shares of Common Stock (as adjusted for any stock splits, who as stock dividends, recapitalizations or the like), two individuals designated by the holders of a majority of the date Shares of this Agreement is Common Stock held by the Key Holders, which individuals shall initially be ▇▇▇▇▇ Nara and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time On and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of after the stockholders, subject to Section 5Closing, the following persons Company shall be elected to the Boardhave a Board consisting of no more than eleven (11) members, where: (a) As FET (for so long as it holds any Equity Security of the Series A Director, Company) has the right to appoint one (1) person designated from time to time by a majority of the holders of Series A Preferred Stock (if such person is duly designated and actually holds office, such person is referred to the “Series A DesigneeFET Director”), . (b) Shell (for so long as 1,000,000 share it holds any Equity Security of Series A Preferred Stock are outstanding, which number is subject the Company) has the right to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; appoint one (b1) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (if such person is duly appointed and actually holds office, such person is referred to as the “Common Stock DesigneesShell Director”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and. (c) The Company’s Chief Executive Officer, who GGV (for so long as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for it holds any reason the CEO Director shall cease to serve as the Chief Executive Officer Equity Security of the Company, each of ) has the Holders shall promptly vote their respective Shares (i) right to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by appoint one (1) person from time to time (if such person is duly appointed and actually holds office, such person is referred to as the “GGV Director”). (d) Zhen Partners (for so long as it holds any Equity Security of the Company) has the right to appoint one (1) person from time to time (if such person is duly appointed and actually holds office, such person is referred to as the “Zhen Partners Director”). (e) 58 (for so long as it holds any Equity Security of the Company) has the right to appoint one (1) person from time to time (if such person is duly appointed and actually holds office, such person is referred to as the “58 Director”). (f) the Founders have the right to appoint six (6) persons from time to time (if any of such persons is duly appointed and actually holds office, such persons are collectively referred to as the “Ordinary Directors”). The Ordinary Directors shall be full-time employees of the Group Companies. Any Person entitled to appoint a Director to the Board pursuant to this Section 6.1 shall be entitled to remove any such Director, within the term of office of such Director, by delivering a duly executed notice to the Company. Unless otherwise specified in such notice, such appointment and removal shall take effect upon receipt of such notice by the Company. Each Member shall vote in favor of the aforesaid appointment or more removal at the general partnersmeeting (if necessary). Any Person entitled to appoint any individual as a Director of the Board pursuant to this Section 6.1 shall have the right to remove any such Director occupying such position and to fill any vacancy caused by the death, managing members disability, retirement, resignation, removal or investment advisers ofotherwise of any Director occupying such position. If a vacancy is created on the Board at any time by the death, disability, retirement, resignation, removal or otherwise of any Director appointed pursuant to this Section 6.1, the replacement to fill such vacancy shall be designated in the same manner as the Director who is being replaced in accordance with this Section 6.1 and the replacement shall serve within the term of office of his/her predecessor. The Board shall have one (1) chairman and may have one (1) vice chairman, all of which shall be elected by a simple majority of votes of the Board. The chairman of Board shall preside over the Board meetings; if he/she is unable to act, or shares the same management company is not present at any Board meeting, he/she may authorize (in writing or investment adviser with, otherwise) any other Director to preside as chairman of such PersonBoard meetings.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As For so long as FinTech Venture Fund, LLLP, and/or its Affiliates (collectively the “FinTech Group”) hold at least ten percent (10%) of the Series A Preferred Stock which the FinTech Group purchased pursuant to the Series A Purchase Agreement (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), one individual nominated by the FinTech Group (the “FinTech Designee”) shall be elected to serve as the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual who shall initially be S▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and; (cb) The Company’s Chief Executive Officer, who For so long as of the date of this Agreement is ▇▇▇M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, MDO Ventures JS LLC, and/or their Affiliates (collectively the “O▇▇▇▇▇▇ Group”) hold at least ten percent (10%) of the Series Seed Preferred Stock which the O▇▇▇▇▇▇ Group purchased pursuant to the Series Seed Purchase Agreement (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), one individual nominated by the O▇▇▇▇▇▇ Group (the “O▇▇▇▇▇▇ Designee”) shall be elected to serve as the Series Seed Director, who shall initially be M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ M.D. ; (c) One (1) individual (the “CEO DirectorCommon Stock Board Designee”), provided that if for any reason designated from time to time in a writing delivered to the CEO Director Company and signed by holders of Common Stock who, at the time in question, hold a majority of the issued and outstanding shares of Common Stock, shall cease be elected to serve as a Common Director; (d) One (1) individual (the Chief Executive Officer “Key Holder Board Designee”), designated from time to time in a writing delivered to the Company and signed by the Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock representing a majority of the Company, each voting power of the all issued and outstanding shares of Common Stock then held by all Key Holders shall promptly vote their respective Shares (i) who are then providing services to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as employees, shall be elected to serve as a Common Director; provided, however, that the new CEO Directorright of the Key Holders to designate the Key Holder Board Designee shall automatically terminate if the Key Holders hold, in the aggregate, less than five percent (5%) of the outstanding shares of Common Stock on an as-converted basis (including shares of Common Stock issuable upon conversion or exercise of the Shares, outstanding options, warrants and other convertible or exercisable securities) and no Key Holder is then providing services to the Company as an employee; and (e) Two (2) individuals that are determined by the other members of the Board of Directors to be “independent” after consideration of applicable factors and legal requirements (including, but not limited to, the requirements set forth in the North American Securities Administrators Association Statement of Policy Regarding Loans and Other Material Transactions), and who are elected by the holders of a majority of the Common Stock and the Preferred Stock, voting together as a single class (the “Independent Board Designees” and together with the FinTech Designee, the O▇▇▇▇▇▇ Designee, the Common Stock Board Designee, and the Key Holder Board Designee, the “Board Designees”). To the extent that any of clauses (a) through (ce) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder (a) After the Original ▇▇▇ Date, (i) for so long as the Ownership Threshold is met the Investor shall be entitled to nominate such number of individuals to the Board constituting a majority of directors, (ii) for so long as the Ownership Threshold is not met but the Investor’s Ownership Percentage exceeds 10% of the Diluted Common Shares, then the Investor shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) two (2) directors, and (iii) for so long as the Investor’s Ownership Percentage is in the aggregate at least 5% but less than 10% of the Diluted Common Shares, then the Investor shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) one (1) director (each, an “Investor Designee,” and collectively, the “Investor Designees”). For so long as the Ownership Threshold is met, (A) the Investor shall be entitled to designate the chairperson of the Board and (B) except (i) with respect to one (1) designee to the Board designated by the CoyCo Investors (or their permitted assigns) pursuant to the ▇▇▇▇▇ ▇▇▇ and (ii) as otherwise directed or agreed by the Investor and to the extent required by applicable listing standards (including any requirements for initial listing), the Company agrees to vote, or cause all members of the Board that are not Investor Designees (other than the chief executive officer of the Company) to be voted“independent” as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law (and all Shares owned by such Holder, or over which such Holder has voting control, from time non-Investor Designees other than the chief executive officer of the Company and any designees described in clause (i) of this clause (B) have agreed to time and at all times, in whatever manner as shall be resign if necessary to ensure effectuate the foregoing). To the extent required by applicable listing standards (including any requirements for initial listing), Investor Designees shall include a number of persons that qualify as “independent” directors as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law such that, together with any other “independent” directors then serving on the Board that are not Investor Designees, the Board is comprised of at each least a majority of “independent” directors. The Company shall, at any annual or special meeting of stockholders shareholders of the Company at which an election of directors is held or pursuant are to any written consent of the stockholdersbe elected, subject to the fulfillment of the requirements set forth in Section 52.1(b), nominate the following persons Investor Designees for election to the Board and use all commercially reasonable efforts to cause the Investor Designees to be elected as directors of the Board. (b) Any Investor Designee shall be elected reasonably acceptable to the Board: ’s Nominating and Corporate Governance Committee (athe “Governance Committee”). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) As and the Series A DirectorCompany’s corporate governance guidelines, one person designated code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time by a majority time. The Investor shall notify the Company of any proposed Investor Designee in writing no later than the latest date on which shareholders of the holders Company may make nominations to the Board in accordance with the Bylaws of Series A Preferred Stock the Company in effect on the date hereof (as they may be amended from time to time, the “Bylaws”), together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the Company (the “Series A DesigneeNominee Disclosure Information”); provided, further that in the event the Investor fails to provide any such notice, the Investor Designee shall be the person then serving as the Investor Designee as long as the Investor provides the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) In the event of the death, disability, resignation or removal of an Investor Designee, the Board will promptly elect to the Board a replacement director designated by the Investor, subject to the fulfillment of the requirements set forth in Section 2.1(b), to fill the resulting vacancy, and such individual shall then be deemed an Investor Designee for all purposes under this Agreement. (d) For so long as 1,000,000 share the Investor has rights under this Section 2.1, the Company will not amend or waive the provisions of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and Section 3 of the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as (a) The Company shall be necessary governed by a Board of Directors. The Board shall (subject to ensure matters that at are reserved to shareholders under applicable Law and the Articles) be responsible for the overall direction, supervision and management of the Company. (b) The Board shall comprise of five (5) directors (each annual or special meeting of stockholders at which an election of directors a “Director”), except as otherwise is held or pursuant to any mutually agreed by the written consent of each Shareholder. The Shareholders agree that Party B shall have the stockholders, subject right to Section 5, the following persons shall be elected to the Board: appoint three (a3) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock directors (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; Directors”) and Party A shall have the right to appoint two (b2) As directors (the Common Stock Director“GNC Directors”). Each Director shall be required to have relevant qualifications, background and financial, inventory, management, commercial and other experience with respect to the Business. Party A and Party B shall consult with one person designated from time another in good faith regarding the selection of Directors to time be appointed to the Board. The Chairman of the Board shall be appointed by action of the Board upon the affirmative vote of a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andDirectors. (c) The Company’s Chief Executive Officer, who as right of appointment conferred on the appointer(s) under Section 3.1(b) shall include the right of the date appointer(s) to remove at any time from office such person appointed by such appointer(s) as a Director and the right of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”appointer(s) at any time to replace any Director appointed by such appointer(s), provided that if for any reason subject always to the CEO provisions of Section 3.1(b). (d) Each appointment or removal of a Director pursuant to Sections 3.1(b) and 3.1(c) shall cease be in writing and signed by or on behalf of the appointer(s) and shall be delivered to serve as the Chief Executive Officer registered office of the Company. (e) Subject to applicable Law, each Director shall be entitled to appoint an alternate to serve at any Board meeting, and such alternate shall be permitted to attend all Board meetings and vote on behalf of the Holders director for whom she or he is serving as an alternate. (f) Each Shareholder shall promptly vote their use its respective Shares (i) to remove the former Chief Executive Officer of votes in the Company from to ensure that the Board if such person has not resigned as a member of is constituted by persons in the Board; manner set out in this Agreement. (g) Each Director shall, subject to his fiduciary duties and (ii) to elect such person’s replacement as Chief Executive Officer of appropriate confidentiality undertakings by the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not appointer, be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, disclose to his appointer such information concerning the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonGroup as he thinks fit.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held held, or pursuant to any written consent of the stockholders, subject to Section 5elect members of the Board, the following persons shall shall, subject to Sections 5, be elected to the Board: (a) As the Series B Director, one person designated by the largest holder from time to time of the Company’s Series B Preferred Stock (such holder, the “Series B Director Designator”), for so long as such holder holds at least 625,000 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock) (subject to appropriate adjustment for stock splits, stock dividends, stock combinations and the like). (b) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock Obsidian Acquisition Partners, LLC (the “Series A DesigneeObsidian”), for so long as 1,000,000 share Obsidian or its Affiliates (as defined below) beneficially own at least 1,698,979 shares of Series A Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock are outstanding, which number is subject Stock)(subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations stock combinations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and; (c) The Company’s Chief Executive OfficerAs the Founder Director, who as of the date of this Agreement is ▇▇initially ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (d) As the Common Director, the Company’s Chief Executive Officer, currently ▇▇▇▇▇▇ M.D. ▇▇▇▇ (the “CEO Director”); provided, provided however, that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (e) As the Independent Director, one individual with relevant industry experience who is nominated by a majority of the other Directors, which seat shall initially be vacant. To the extent that any of the foregoing clauses (a) through (c) above of this Section 1.3 shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders Stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectivelyeach, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to From and after the Closing Date, Ventures shall vote, or cause to be voted, all Shares owned by such HolderVentures, or over which such Holder Ventures has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of the stockholders of Holdings at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5stockholders of Holdings, the following persons shall be elected to the Board: 1) Two (a2) As the Series A Director, one person persons designated from time to time by a majority holders of the holders Class A partnership interests of Series A Preferred Stock (Ventures pursuant to the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstandingVentures Agreement, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual individuals shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, M.D. and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M.D.; 2) Two (b2) As persons designated by holders of the Common Stock DirectorClass B partnership interests of Ventures pursuant to the Ventures Agreement, one which individuals shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D. and ▇▇▇▇▇▇▇ ▇▇▇▇, M.D.; 3) Three (3) persons designated by holders the Class C and Class D partnership interests of Ventures, voting as a single class pursuant to the Ventures Agreement, which individuals shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇, M.D., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, M.D. and ▇▇▇▇▇ ▇▇▇▇, M.D.; 4) One (1) person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”)Class A and Class B partnership interests of Ventures, voting as a single class pursuant to the Ventures Agreement, who shall be the Chairman of the Board, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M.D.; and 5) Two (c2) The Company’s Chief Executive Officerpersons designated by the holders of the Class A and Class B partnership interests of Ventures, voting as a single class pursuant to the Ventures Agreement, who as shall be “independent directors” within the meaning of the date rules of this Agreement is ▇▇▇the Nasdaq Capital Market, which individuals shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses the Board determines to expand its size to eleven (a11) through (c) above directors, such additional director shall not be applicable, any member an “independent director” within the meaning of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders rules of the Company entitled Nasdaq Capital Market. Such individual shall initially be designated by the holders of the Class C and Class D partnership interests of Ventures, voting as a single class pursuant to vote thereon the Ventures Agreement. Upon the resignation or removal of such individual, future independent directors filling this seat shall be designated by a majority of the Board. Notwithstanding anything in accordance withSection 1(c)(5) to the contrary, and pursuant toif, prior to the determination to expand the Board to eleven (11) directors, the Restated Certificate. For purposes holders of this Agreementthe Class C and Class D partnership interests of Ventures shall have appointed a successor director to replace an independent director pursuant to the second paragraph of Section 1(e)(2), an individual, firm, corporation, partnership, association, limited liability company, trust or then the additional director and any other entity (collectively, a “Person”) replacements for the additional director shall be deemed an “Affiliate” designated by a majority of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonBoard.

Board Composition. Each Holder Shareholder agrees to vote, or cause to be voted, all Shares owned by such HolderShareholder, or over which such Holder Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders shareholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5shareholders, the following persons shall be elected to the Board: (a) As For so long as Highland Consumer Fund and its Affiliates (as defined below) (collectively, “Highland”) have not transferred (other than to the Series A Director, one person designated from time Company or to time by a majority Affiliates of the holders of Highland) more than 806,951 Series A Preferred Stock Shares (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock all share splits, stock dividends, combinations, recapitalizations and the like), two (2) individuals designated by Highland, which individual shall initially be individuals are as at the date hereof, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇and ▇▇▇ ▇▇▇▇▇▇▇▇▇; andprovided, however, if Highland and its Affiliates have transferred (other than to the Company or to Affiliates of Highland) more than 806,951 Series A Preferred Shares but less than 1,613,902 Series A Preferred Shares (in each case, subject to appropriate adjustment for all share splits, dividends, combinations, recapitalizations and the like), Highland shall be entitled to designate one (1) individual to the Board (such person or persons, as the case may be, the “Highland Designees”); for greater certainty, any transferee of Highland’s Series A Preferred Shares or Series A-l Preferred Shares that is not an Affiliate of Highland shall not have any right to designate directors pursuant to this Section 1; (cb) The Company’s Chief Executive Officer, who as Officer (the “CEO”) of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. Company at any given time (the “CEO Director”); for greater certainty, provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the CompanyCEO, each of the Holders Shareholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company CEO from the Board if such person has not resigned as a member of the Board; Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company CEO as the new CEO Director; provided, however, that nothing herein is intended to confer any rights upon the CEO as a party hereto, a third party beneficiary hereunder or otherwise, and the right set forth in this Subsection 1.2(b) may be amended or revoked at any time by the parties hereto in accordance with Subsection 6.9; (c) Four (4) individuals (or, subject to the provisions of this Subsection 1.2(c), five (5) individuals if Highland is entitled to designate only one (1) individual to the Board pursuant to Subsection 1.2(a)) (the “Rainy Day Designees”) designated by Rainy Day Investments Ltd. (“Rainy Day”), as long as Rainy Day, ▇▇▇▇▇ ▇▇▇▇▇, and their respective Affiliates (together, the “Founders”) own, in the aggregate a majority of the outstanding Common Shares of the Company (assuming the exercise and conversion of all outstanding options, warrants and convertible securities), which individuals are as at the date hereof, (i) ▇▇▇▇▇ ▇▇▇▇▇, (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and (iv) ▇▇▇▇▇▇ San ▇▇▇▇; provided that if and when the Founders in the aggregate own less than a majority of the outstanding Common Shares (assuming the exercise and conversion of all outstanding options, warrants and convertible securities) but more than five percent (5%) of the outstanding Common Shares (assuming the exercise and conversion of all outstanding options, warrants and convertible securities), then Rainy Day shall be entitled to designate that number of directors as equals the proportion of the members of the Board (rounded to the nearest whole number, with 0.5 being rounded down) equal to a fraction, the numerator of which is the number of Common Shares then owned by the Founders and the denominator of which is the total number of Common Shares then outstanding (in each case, assuming the exercise and conversion of the outstanding options, warrants and convertible securities); (d) One (1) independent director (the “Independent Director”) who shall be required to invest, either directly or through a holding company controlled by him, at least $500,000 in the Company concurrently upon becoming a director of the Company, or such other higher amount agreed upon by Rainy Day and Highland. To The Independent Director shall be either Canadian or American with expertise in the extent retail sector. The Independent Director shall be proposed by Rainy Day and approved by Highland. In this regard, Rainy Day shall provide suggested names of candidates to act as the Independent Director. Thereafter, Highland shall indicate which names proposed by Rainy Day may be approached by Rainy Day and Highland. Rainy Day and Highland will then determine, from the names proposed by Rainy Day and accepted by Highland, who among them are both ready and interested to serve and invest as contemplated above, at which point, Highland and Rainy Day shall each interview these individuals. Highland will then communicate which of such individuals, if any, whom it has interviewed are acceptable to it, and Rainy Day shall select an individual from the names approved by Highland to be the Independent Director, or if none of the names interviewed by Highland is acceptable to Highland or it none of the names approved by Highland is acceptable to Rainy Day, Rainy Day shall then provide other potential candidates to Highland, who will be subject to the above process. Once determined in accordance with the foregoing, the Independent Director may only be removed by agreement of Highland and Rainy Day. The Independent Director shall act as Chair of the Board as long as the Independent Director remains involved with the Company and maintains his/her aforementioned investment in the Company. The first Independent Director shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, who shall be appointed concurrently with, or immediately after, the completion of the investment by his affiliated holding company, Capital GYR Inc., to acquire 110,498 Series A-l Preferred Shares at a price of $9.05 per share; (e) If the Independent Director resigns or is removed from the Board in accordance with Section 1.2(d) hereof, his/her successor shall be selected in accordance with the process set forth in Section 1.2(d) hereof. Moreover, if the Independent Director resigns or is removed, until his/her successor is agreed upon by Highland and Rainy Day and joins the Board in accordance with the terms hereof, Rainy Day agrees that any one of its designated directors shall become a non-voting member of the Board, such that there shall only be three (3) voting Rainy Day Designees serving on the Board until a successor Independent Director is appointed and serving as a director/Chair of the Board, and upon such appointment of the successor Independent Director, Rainy Day shall be entitled to a fourth voting Rainy Day Designee. If the Independent Director resigns or is removed from the Board, Section 1.6 herein will cease to apply and have effect until the successor Independent Director is appointed and serving as a director/Chair of the Board in accordance with the terms hereof. Any member of the Board not designated pursuant to clauses (a) through (ce) above shall not be applicable, any member an independent director mutually agreeable to Rainy Day and Highland and elected by all of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company Shareholders entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateCanada Business Corporations Act. Such independent director(s) shall not have the power conferred by Section 1.6 of this Agreement. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant pursu­ant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As Such number of people designated by the Series A Director, one person designated from time to time by holders of a majority of the holders shares of Series A Preferred Exchange Stock held by New Holders as equals the total number of Exchange Shares held by New Holders divided by the total number of shares of common stock of the Company issued and outstanding on a fully diluted basis (the “Series A DesigneeNew Shareholder Designees”), for so long as 1,000,000 share ; provided that the number of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual New Shareholder Designees shall initially not be ▇▇more than two (2). ▇▇The initial New Shareholder Designees shall be ▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Hung. The New Holders shall promptly vote their respective Shares have the right to designate New Shareholder Designees until this Agreement is terminated in accordance with Section 3; and (ib) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member remaining members of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateArticles. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited lim­ited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (ai) As At each election of directors in which the holders of the Series A DirectorPreferred Stock, voting as a separate class, are entitled to elect three (3) directors of the Company, two (2) individuals designated as Series A Directors by the Founding Investor, for so long as such Founding Investor holds any shares of Preferred Stock, one person designated from time to time by a majority of whom shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇ and the other seat shall initially be vacant, (ii) at each election of directors in which the holders of the Series A Preferred Stock Stock, voting as a separate class, are entitled to elect three (3) directors of the “Company, one (1) individual designated as Series A DesigneeDirector by Beacon Bioventures Fund III Limited Partnership (“Beacon Bioventures”), for so long as 1,000,000 share Beacon Bioventures holds any shares of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the likeStock, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; , and (biii) As the Common Stock Director, one person designated from time to time by a majority at each election of directors in which the holders of Common Stock the Series B Preferred Stock, voting as a separate class, are entitled to elect one (1) director of the Company, such director designated by Nextech III Oncology LPCI (“Common Stock DesigneesNextech”), for so long as Nextech holds any shares of Preferred Stock, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. (b) At each election of directors in which the holders of the Common Stock, voting as a separate class, are entitled to elect one (1) director of the Company, the Chief Executive Officer of the Company (the “CEO Director”) shall serve as their designee, which individual shall initially be ▇▇▇▇▇▇▇ M.D. (the “CEO Director”)▇. ▇▇▇▇▇▇, provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (c) At each election of the remaining directors in which the holders of the Preferred Stock and Common Stock, voting together on an as-converted basis, are entitled to elect directors of the Company, three (3) individuals not otherwise an Affiliate of the Company or of any Investor: (i) one (1) of whom is designated by the Investors holding a majority of the outstanding shares of Preferred Stock, voting together as a single class on an as-converted basis, and (ii) two (2) of whom are designated by the Stockholders holding a majority of the outstanding shares of Common Stock and Preferred Stock, voting together as a single class on an as-converted basis and is acceptable to a majority of the Preferred Directors; provided, however, that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ may serve as a director designated pursuant to this Section 2.2(c). Initially, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall be designated pursuant to this Section 2.2(c)(i), and ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be designated pursuant to this Section 2.2(c)(ii). (d) To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees Parent shall take all necessary action to votecause, or cause effective at the Effective Time, (i) the size of the Board of Directors of Parent to be votedset at eight (8) directors and (ii) the Board of Directors of Parent to be comprised of (A) four (4) directors who shall have been designated by Parent prior to the Effective Time (each a “Parent Designated Director” and collectively the “Parent Designated Directors”), all Shares owned which Parent Designated Directors shall include the two (2) individuals designated as such on Exhibit B and two (2) additional individuals designated by Parent prior to the Effective Time (subject to such Holder, individuals being willing and able to hold such position); provided that Parent shall have the right to change any Parent Designated Directors designated by Parent or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any designate further Parent Designated Directors only with the prior written consent of the stockholdersCompany (such consent not be unreasonably withheld, subject to Section 5conditioned or delayed), and (B) four (4) directors who shall have been designated by the following persons shall be elected Company prior to the Board: Effective Time (a) As the Series A each a “Company Designated Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (” and collectively the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock DesigneesCompany Designated Directors”), which individual Company Designated Directors shall initially include the two (2) individuals designated as such on Exhibit B and two (2) additional individuals designated by the Company prior to the Effective Time (subject to such individuals being willing and able to hold such position); provided that the Company shall have the right to change any Company Designated Directors designated by the Company or designate further Company Designated Directors only with the prior written consent of Parent (such consent not to be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officerunreasonably withheld, who conditioned or delayed). Except as of otherwise agreed to in writing by the date of parties to this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. prior to the Closing Date, Parent shall cause (A) the “CEO Director”)class of directors whose term expires at the third (3rd) annual meeting following the Effective Time to consist of four (4) directors, provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer two (2) of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) whom shall be deemed an “Affiliate” Parent Designated Directors and two (2) of another Person whowhom shall be Company Designated Directors, directly or indirectly(B) the class of directors whose term expires at the second (2nd) annual meeting following the Effective Time to consist of two (2) directors, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) of whom shall be a Parent Designated Director and one (1) of whom shall be a Company Designated Director and (C) the class of directors whose term expires at the first (1st) annual meeting following the Effective Time to consist of two (2) directors, one (1) of whom shall be a Parent Designated Director and one (1) of whom shall be a Company Designated Director. Without limiting the foregoing, Parent shall take all actions reasonably necessary to obtain the resignations of directors currently serving on the Board of Directors of Parent and to make the designation of Parent Designated Directors and Company Designated Directors so that the Board of Directors of Parent is comprised of the directors serving in such classes as contemplated by this Section 2.9(a). Prior to the Effective Time, Parent and the Company shall reasonably cooperate to determine which Parent Designated Directors and Company Designated Directors shall be in each class of directors as of the Effective Time, the consent to which shall not be unreasonably denied, withheld or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personconditioned by either party.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person Two (2) persons designated from time to time by a majority of the holders of Series A the Preferred Stock (the “Series A Designee”)Stock, which individuals shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇’▇▇▇▇▇▇, for so long as 1,000,000 share such Stockholders and their Affiliates continue to own beneficially at least 754,341 shares of Series A Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock are outstandingStock), which number is subject to appropriate adjustment for any all stock splits, stock dividends, combinations, recapitalizations and the like. (b) For so long as the Key Holders hold at least any shares of Common Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like), and as long as such individuals are providing services to the Company, three (3) individual designated by the holders of a majority of the Shares of Common Stock which individual shall initially be ▇▇. ▇▇Alexander Day, ▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; (c) The Company’s Chief Executive Officer, who shall initially be ▇▇▇▇▇ M.D. ▇▇▇▇▇▇ (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To ; and to the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees 7.2.1. Immediately upon expiration or early termination of the waiting period under the HSR Act applicable to votethe transactions contemplated hereby, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as Purchaser shall be necessary entitled to ensure that at each annual or special meeting of stockholders at which an election of designate two (2) directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as on the Chief Executive Officer Board of Directors of the Company. The Company shall, as soon as practicable after such time, take all action necessary to cause such individuals to be appointed to the Board and to have at least one such individual on each committee of the Holders Board, including either increasing the size of the Board or securing the resignations of incumbent directors or both. 7.2.2. In connection with the Stockholders Meeting, the Company shall promptly vote their respective Shares (i) to remove set the former Chief Executive Officer size of the Company from the its Board if such person has not resigned as a member of the Board; at five directors and (ii) nominate for election at the Stockholders Meeting a slate of director candidates reasonably acceptable to elect such person’s replacement as Purchaser, which shall include three candidates designated by Purchaser ("Purchaser Designees"), the existing Chief Executive 34 Officer (the "Management Designee") and one candidate selected by the Purchaser and the Company who shall not be an Affiliate or employee of either the Purchaser or the Company and shall otherwise constitute an "independent director" under the rules of the The Nasdaq Stock Market (the "Outside Designee"), and the Company as shall, at such time, promptly take all action necessary to cause the new CEO DirectorPurchaser Designees, the Management Designee and the Outside Designee to be so elected, including either increasing the size of the Board or securing the resignations of incumbent directors or both. To the extent that Purchaser is otherwise permitted to vote in the election of directors at the Stockholders Meeting, Purchaser agrees to vote any of clauses (a) through (c) above shall not be applicable, any member shares of the Board who would otherwise have been designated Series A Preferred Stock or Common Stock it owns in accordance with the terms thereof shall instead be voted upon by all the Holders favor of the Company entitled to vote thereon in accordance with, election of the Outside Designee and pursuant tothe Management Designee at the Stockholders Meeting. To the extent that the Purchaser Designees and the Management Designee are elected as directors, the Restated CertificateCompany will use its reasonable best efforts to cause the number of Purchaser Designees and Management Designee, respectively, to constitute the same percentage as they represent on the Board of each committee of the Board. For purposes of Nothing in this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) Section 7.2.2 shall be deemed to constitute an “Affiliate” admission that any of another Person whothe Purchaser Designees are not "independent directors" for purposes of the rules of The Nasdaq Stock Market. In connection with the Stockholders Meeting, directly Purchaser agrees to vote all shares of the Series A Preferred Stock and Common Stock owned by it in favor of the Purchaser Acquisitions. 7.2.3. If the Company terminates the Second Issuance Agreements pursuant to Section 9.1.4, then to the extent that three Purchaser Designees have been elected to the Company's Board of Directors at the Stockholders Meeting, then Purchaser agrees to cause such number of Purchaser Designees to resign from the Company's Board of Directors so as to reflect a reallocation of board seats (based on a five-person Board of Directors) proportionate to Purchaser's economic interest in the Company, rounded down to the nearest whole number of directors; provided however, that in no event shall Purchaser have fewer than two Purchaser Designees on the Company's Board of the Directors following such reallocation. 7.2.4. At each annual or indirectlyother meeting after the Stockholders Meeting at which the election of directors is considered, controlsso long as Purchaser owns not less than one-half of the aggregate shares of Common Stock (including those issuable upon conversion of the Series A Preferred Stock) purchased in the Offer and in the First Closing, the Board of Directors of the Company, subject to its fiduciary duties, shall continue to nominate at least two representatives of Purchaser for election to the Board. Purchaser agrees that, so long as the current Management Designee is controlled by or is under common control with such Personthe Chief Executive Officer, including, without limitation, any general partner, managing member, officer, director or trustee Purchaser will vote its shares in favor of such Person, person's election at each annual or any venture capital fund or registered investment company now or hereafter existing that other meeting after the Stockholders Meeting at which the election of directors is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personconsidered.

Board Composition. Each Holder Subject to Section 3, each Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As For so long as GMAR, the Series A DirectorGMAR Successors (as defined below) and their respective Affiliates (as defined below) (the “GMAR Group”) continue to own beneficially at least ten percent (10%) of the Company GMAR Shares (as defined in the Contribution Agreement), one person, being the “GMAR Designee”. The initial GMAR Designee shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. The GMAR Designee may only be removed for Cause (as defined below). In the event that the GMAR Designee desires to resign from the Board of Directors, he or she shall name a successor, who shall become the new GMAR Designee, and the parties to this Agreement will take all corporate action necessary in order to appoint such successor to the Board of Directors. In the event of the death of the GMAR Designee prior to naming a successor, a new GMAR Designee shall be appointed by the vote of the holders of a majority of the Company GMAR Shares held by the GMAR Group (the “Requisite GMAR Holders”). (b) One person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”)EXPL, for so long as 1,000,000 share such Stockholder and its Affiliates continue to own beneficially at least at least ten percent (10%) of Series A Preferred the shares of Common Stock are outstandingacquired by EXPL pursuant to the terms of the Contribution Agreement, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual designee shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and. (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer One individual not otherwise an Affiliate of the Company from or of any Stockholder who is mutually acceptable to the Board if such person has not resigned as a member other members of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any either of clauses (a) through and (cb) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateCompany’s Certificate of Incorporation. For purposes of this Agreement, (i) an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person; and (ii) the “GMAR Successors” means, collectively, (A) any member of GMAR (other than Mariowin Ltd., which has been dissolved and whose successors cannot be reached or identified) or (B) the general partner, the members of the general partner and/or any limited partner of North Hanover Holdings, LP, a Delaware limited partnership and the majority member of GMAR.

Board Composition. Each Holder agrees to voteOn and after the Closing, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as the Company shall have a board of directors (the “Board”) consisting of nine (9) seats. The Board shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Boardconstituted as follows: (a) As the Series A Director, one person designated from time to time by a majority of the holders of The Series A Preferred Stock Majority shall be entitled to jointly appoint and remove one (1) director (the “Series A DesigneeIDG Director”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”)Board, which individual who shall initially be ▇▇▇▇ ▇▇▇▇; (b) The Series B Preferred Majority shall be entitled to jointly appoint and remove one (1) director (the “Qiming Director”) of the Board, who shall initially be ▇▇ ▇▇▇▇▇; and; (c) The Company’s Chief Executive OfficerSeries C Preferred Majority shall be entitled to appoint and remove one (1) director which shall be appointed and removed by Tencent (the “Tencent Director”) of the Board; (d) The Series C1/C2 Preferred Majority shall be entitle to jointly appoint and remove two (2) directors of the Board, of which Legend Capital shall be entitled to appoint and remove one (1) director (the “LC Director”) of the Board and Loyal Valley shall be entitled to appoint and remove one (1) director (the “Loyal Valley Director”) of the Board; (e) The Series D Preferred Majority shall be entitled to jointly appoint and remove one (1) director (the “CMC Director”, together with the IDG Director, the Qiming Director, the Tencent Director, the LC Director, and the Loyal Valley Director collectively, the “Preferred Directors” and each a “Preferred Director”) of the Board, who as shall initially be ▇▇. ▇▇ Ruigang; (f) The Ordinary Majority, shall be entitled to appoint and remove three (3) directors of the date of this Agreement is ▇▇▇▇▇Board, who shall initially be Xu Yi, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ and Li Ni (the “Ordinary Directors”), of whom, ▇▇▇▇ M.D. (▇▇▇ shall be the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member chairman of the Board; and . The Ordinary Directors shall collectively have six (ii6) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personvotes.

Board Composition. Each Holder agrees to voteSo long as Holders affiliated with Beach Point or any of their respective Affiliates hold any Securities, Existing Senior Secured Notes, or capital stock (in the form of preferred stock or common stock) of the Issuer, and to the extent allowed by the national securities exchange on which the Issuer’s securities are listed, if applicable, Beach Point, on behalf of such Holders and their respective Affiliates, as applicable, (i) shall have the right to designate, and the Issuer shall take reasonable steps to cause to be votednominated, all Shares owned by such Holderone designee for election to the Board of Directors of the Issuer (and every committee thereof, or over except as set forth in this paragraph), which such Holder has voting control, from time to time and at all times, in whatever manner as designee shall be necessary (A) reasonably satisfactory to ensure that at each annual the Issuer so long as no Event of Default has occurred and is continuing or special meeting (B) upon the consummation of stockholders at which an election of directors is held or pursuant a Qualified Initial Public Offering, reasonably acceptable to any written consent the Issuer’s Nominating Committee of the stockholders, Board of Directors and subject to Section 5, compliance with the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock applicable national securities exchange regulations (the “Series A Board Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) shall have the right to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not designate one designee to be applicable, any member permitted to attend all meetings of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of Directors of the Company entitled to vote thereon Issuer (and every committee thereof, except as set forth in accordance with, and pursuant to, this paragraph) as an observer (the Restated Certificate“Board Observer”). For purposes The Board of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” Directors of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by the Issuer will meet at least one (1) time per fiscal quarter. If the Board Designee has been designated, he or more general partnersshe will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer. If the Board Observer has been designated, managing members he or investment advisers ofshe will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or shares any committee thereof, and may be limited from receiving any board materials, upon the advice of the Issuer’s outside counsel and, among other things, will be subject to the same management company confidentiality requirements as if he or investment adviser withshe were a Director. Upon election of the Board Designee, such Personthe Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of the Issuer. At all times during the tenure of the Board Designee, the Issuer shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. The Issuer shall pay to the Board Designee the same compensation for his or her services as a director of the Issuer as the compensation, if any, paid to non-employee directors of the Issuer. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on the Issuer’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.” 3.27 Section 9.04 of the 2005 SPA is hereby restated in its entirety to read as follows:

Board Composition. Each Holder agrees to vote(i) Within five (5) Business Days following the execution of this Agreement, or cause to be voted, the Board and all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent applicable committees of the stockholders, subject Board shall take all necessary actions to Section 5, (x) fix the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority size of the holders Board at eight (8) directors, (y) appoint each of Series A Preferred Stock ▇▇▇▇ ▇▇▇▇▇▇ (the “Series A DesigneeVelan Principal Appointee”), for so long as 1,000,000 share ) and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Investor Group Independent Appointee,” and each of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations the Velan Principal Appointee and the likeInvestor Group Independent Appointee is referred to as an “Investor Group Appointee” and, which individual shall initially be collectively, the “Investor Group Appointees”) as a director of the Company and (z) appoint ▇▇▇▇▇ ▇▇▇▇▇▇ (the “New Independent Appointee” and, collectively with the Investor Group Appointees, the “New Directors”) as a director of the Company. During the period commencing with the date of this Agreement through the expiration of the Cooperation Period, the Board and all applicable committees of the Board shall not increase the size of the Board to more than eight (8) directors, unless mutually agreed to in writing by the Company and the Investor Group. (ii) Concurrent with the execution of this Agreement, each Investor Group Appointee will execute and deliver to the Company an irrevocable letter of resignation in the form attached hereto as Exhibit A. (iii) At all times while serving as a member of the Board, the New Directors shall comply with the same policies and obligations regarding confidentiality, conflicts of interest, related party transactions, fiduciary duties, codes of conduct, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director▇ and disclosure policies, one person designated from time to time by a majority director resignation policy, and other governance guidelines and policies of the holders Company applicable to all other non-management members of Common Stock the Board (such policies, the “Common Stock DesigneesCompany Policies”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) . The Company represents and warrants that all Company Policies currently in effect are publicly available on the Company’s Chief Executive Officerwebsite or have been provided to the Investor Group or its counsel. The Company agrees that, who as of upon appointment to the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”)Board, provided that if for any reason the CEO each New Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares receive (i) to remove the former Chief Executive Officer same benefits of the Company from the Board if such person has not resigned director and officer insurance as a member of all other non-management directors on the Board; and , (ii) to elect such person’s replacement the same compensation for his or her service as Chief Executive Officer of the Company a director as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of compensation received by other non-management directors on the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any (iii) such other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares benefits on the same basis as all other non-management company or investment adviser with, such Persondirectors on the Board.

Board Composition. Each Holder agrees 7.2.1. Immediately upon expiration or early termination of the waiting period under the HSR Act applicable to votethe transactions contemplated hereby, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as Purchaser shall be necessary entitled to ensure that at each annual or special meeting of stockholders at which an election of designate two (2) directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as on the Chief Executive Officer Board of Directors of the Company. The Company shall, as soon as practicable after such time, take all action necessary to cause such individuals to be appointed to the Board and to have at least one such individual on each committee of the Holders Board, including either increasing the size of the Board or securing the resignations of incumbent directors or both. 7.2.2. In connection with the Stockholders Meeting, the Company shall promptly vote their respective Shares (i) to remove set the former Chief Executive Officer size of the Company from the its Board if such person has not resigned as a member of the Board; at five directors and (ii) nominate for election at the Stockholders Meeting a slate of director candidates reasonably acceptable to elect such person’s replacement as Purchaser, which shall include three candidates designated by Purchaser ("Purchaser Designees"), the existing Chief Executive Officer (the "Management Designee") and one candidate selected by the Purchaser and the Company who shall not be an Affiliate or employee of either the Purchaser or the Company and shall otherwise constitute an "independent director" under the rules of the The Nasdaq Stock Market (the "Outside Designee"), and the Company as shall, at such time, promptly take all action necessary to cause the new CEO DirectorPurchaser Designees, the Management Designee and the Outside Designee to be so elected, including either increasing the size of the Board or securing the resignations of incumbent directors or both. To the extent that Purchaser is otherwise permitted to vote in the election of directors at the Stockholders Meeting, Purchaser agrees to vote any of clauses (a) through (c) above shall not be applicable, any member shares of the Board who would otherwise have been designated Series A Preferred Stock or Common Stock it owns in accordance with the terms thereof shall instead be voted upon by all the Holders favor of the Company entitled to vote thereon in accordance with, election of the Outside Designee and pursuant tothe Management Designee at the Stockholders Meeting. To the extent that the Purchaser Designees and the Management Designee are elected as directors, the Restated CertificateCompany will use its reasonable best efforts to cause the number of Purchaser Designees and Management Designee, respectively, to constitute the same percentage as they represent on the Board of each committee of the Board. For purposes of Nothing in this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) Section 7.2.2 shall be deemed to constitute an “Affiliate” admission that any of another Person whothe Purchaser Designees are not "independent directors" for purposes of the rules of The Nasdaq Stock Market. In connection with the Stockholders Meeting, directly Purchaser agrees to vote all shares of the Series A Preferred Stock and Common Stock owned by it in favor of the Purchaser Acquisitions. 7.2.3. If the Company terminates the Second Issuance Agreements pursuant to Section 9.1.4, then to the extent that three Purchaser Designees have been elected to the Company's Board of Directors at the Stockholders Meeting, then Purchaser agrees to cause such number of Purchaser Designees to resign from the Company's Board of Directors so as to reflect a reallocation of board seats (based on a five-person Board of Directors) proportionate to Purchaser's economic interest in the Company, rounded down to the nearest whole number of directors; provided however, that in no event shall Purchaser have ---------------- fewer than two Purchaser Designees on the Company's Board of the Directors following such reallocation. 7.2.4. At each annual or indirectlyother meeting after the Stockholders Meeting at which the election of directors is considered, controlsso long as Purchaser owns not less than one-half of the aggregate shares of Common Stock (including those issuable upon conversion of the Series A Preferred Stock) purchased in the Offer and in the First Closing, the Board of Directors of the Company, subject to its fiduciary duties, shall continue to nominate at least two representatives of Purchaser for election to the Board. Purchaser agrees that, so long as the current Management Designee is controlled by or is under common control with such Personthe Chief Executive Officer, including, without limitation, any general partner, managing member, officer, director or trustee Purchaser will vote its shares in favor of such Person, person's election at each annual or any venture capital fund or registered investment company now or hereafter existing that other meeting after the Stockholders Meeting at which the election of directors is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personconsidered.

Board Composition. Each Holder (a) Concurrently with the execution of this Agreement, each member of the Board who is not listed on Schedule I (the “Resigning Directors”) shall resign from the Board, effective immediately, and immediately upon such resignations, the Board shall fill the resulting vacancies so that the Board will consist of only the individuals set forth on Schedule 1 hereto until at least the 2016 annual meeting of the Company’s stockholders or such individual’s earlier resignation, death or removal. After the date hereof, (i) for so long as the Ownership Threshold is met the Investor shall be entitled to nominate such number of individuals to the Board constituting a majority of directors, (ii) for so long as the Ownership Threshold is not met but the Investor’s Ownership Percentage exceeds 10% of the Common Stock on an as-converted basis, then the Investor shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) two directors, and (iii) for so long as the Investor’s Ownership Percentage is in the aggregate at least 5% but less than 10% of the Common Stock on an as-converted basis, then the Investor shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) one director (each, an “Investor Designee,” and collectively, the “Investor Designees”). For so long as the Ownership Threshold is met, (A) the Investor shall be entitled to designate the chairperson of the Board and (B) except as otherwise directed or agreed by the Investor and to the extent required by applicable listing standards (including any requirements for initial listing), the Company agrees to vote, or cause all members of the Board that are not Investor Designees (other than the chief executive officer of the Company) to be voted“independent” as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law (and all Shares owned by such Holder, or over which such Holder has voting control, from time non-Investor Designees listed on Schedule 1 other than the chief executive officer of the Company have agreed to time and at all times, in whatever manner as shall be resign if necessary to ensure effectuate the foregoing). To the extent required by applicable listing standards (including any requirements for initial listing), Investor Designees shall include a number of persons that qualify as “independent” directors as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law such that, together with any other “independent” directors then serving on the Board that are not Investor Designees, the Board is comprised of at each least a majority of “independent” directors. The Company shall, at any annual or special meeting of stockholders shareholders of the Company at which an election of directors is held or pursuant are to any written consent of the stockholdersbe elected, subject to the fulfillment of the requirements set forth in Section 52.1(b), nominate the following persons shall Investor Designees for election to the Board and use all commercially reasonable efforts to cause the Investor Designees to be elected to as directors of the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;. (b) As Any Investor Designee shall be reasonably acceptable to the Common Stock DirectorBoard’s Nominating and Corporate Governance Committee (the “Governance Committee”). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company’s corporate governance guidelines, one person designated code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time by a majority time. The Investor shall notify the Company of any proposed Investor Designee in writing no later than the latest date on which shareholders of the holders Company may make nominations to the Board in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of Common Stock the Company (the “Common Stock DesigneesNominee Disclosure Information”); provided, which individual further that in the event the Investor fails to provide any such notice, the Investor Designee shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andthe person then serving as the Investor Designee as long as the Investor provides the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) The Company’s Chief Executive Officer, who as In the event of the date death, disability, resignation or removal of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (an Investor Designee, the “CEO Director”Board will promptly elect to the Board a replacement director designated by the Investor, subject to the fulfillment of the requirements set forth in Section 2.1(b), provided that if for any reason to fill the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance withresulting vacancy, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) such individual shall then be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is Investor Designee for all purposes under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personthis Agreement.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 54, the following persons shall be elected to the Board: (a) As the Series A Director, one person Three (3) persons designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”)Lead Investor, for so long as 1,000,000 share such Stockholder and its Affiliates (as defined below) continue to own any “Lead Investor Common Stock” as defined in the Amended Articles (i.e., a total of Series A Preferred Stock are outstanding1,521,141,192 shares of common stock), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like), which individual individuals shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇named as of the Closing pursuant to the Purchase Agreement, and, for clarification any shares of Lead Investor Common Stock resold by the Lead Investor to any other Person that is not an Affiliate of Lead Investor shall cease to become Lead Investor Common Stock for purposes hereof; (b) As Subject to Section 1.2(c), for so long as the Key Holders who are then providing services to the Company as officers, employees or consultants hold at least an amount of shares designated as “Key Holder Common Stock DirectorStock” as defined in the Amended Articles (i.e., one person a total of 868,960,471 shares of common stock) representing ten percent (10%) of the Company’s total issued and outstanding shares (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like), two (2) individuals designated from time to time by the holders of a majority of the holders shares of Common Stock (held by the “Key Holders, which individuals shall be named as of the Closing pursuant to the Purchase Agreement, and, for clarification any shares of Key Holder Common Stock Designees”), which individual resold by a Key Holder to any other Person that is not an Affiliate of such Key Holder shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andcease to become Key Holder Common Stock for purposes hereof; (c) The Company’s One (1) of the Key Holders’ individual designees to the Board pursuant to this Section 1.2(c), shall be the then-serving Chief Executive OfficerOfficer of the Company (The “CEO Director”, who which, as of the date of this Agreement hereof, is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (for so long as he serves as Chief Executive Officer of the “CEO Director”Company), provided that that, if for any reason the CEO Director then-serving Chief Executive Officer shall cease to serve as the Chief Executive Officer of the Company, each of the Key Holders shall promptly vote their respective Shares Shares: (i) to remove the such former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. ; and To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateAmended Articles. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As There shall never be less than one nor more than five (5) Directors on the Series A Director, one person designated Board and such number shall be determined from time to time by the Board. A Director need not be a majority stockholder of the holders Company or a resident of Series A Preferred Stock (the “Series A Designee”State of Nevada. Subject to Section 2.1(b), the Directors will be elected by the Stockholders of the Company. (b) Each Stockholder shall vote all of such Stockholder’s Stock and any other voting securities of the Company over which such Stockholder has voting control and shall take all other reasonably necessary or desirable actions within such Stockholder’s control (whether in such holder’s capacity as a stockholder, manager, member of a Board committee, officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all reasonably necessary or desirable actions within its control (including, without limitation, calling special Board and Stockholder meetings), to elect such Directors as follows: (i) GRDG Sciences, LLC shall be entitled to nominate one Director, so long as 1,000,000 share it shall remain a Stockholder of Series A Preferred Stock are outstandingthe Company and each Director so elected will hold office until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. (ii) Impact BioMedical, which number is subject Inc. shall be entitled to appropriate adjustment for any stock splitsnominate the remaining Directors, stock dividendsso long as it shall remain a Stockholder of the Company and each Director so elected will hold office until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. In addition, combinationsImpact BioMedical, recapitalizations and Inc. shall, so long as it shall remain a Stockholder of the likeCompany, which individual be entitled to appoint the Company’s Chief Executive Officer, who may, at the discretion of Impact BioMedical, Inc., also be nominated to serve as a Director, in addition to the three other Directors Impact BioMedical, Inc. shall initially be ▇▇. ▇entitled to appoint. (iii) The parties hereto hereby agree that the initial Directors of the Company shall be Heng Fai A▇▇▇▇▇▇ ▇▇▇▇, F▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇ ▇. ▇▇▇▇▇▇▇ and D▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and. (civ) The Impact BioMedical, Inc. shall appoint the Chairman of the Company’s Chief Executive Officer, who as Board of Directors. The initial Chairman of the date Company’s Board of this Agreement is ▇▇▇Directors shall be Heng Fai A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. . (v) In the “CEO Director”), provided that if for event of any reason the CEO Director shall cease to serve as the Chief Executive Officer tie in any vote of the Company’s Board of Directors, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member Chairman of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, cast the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Persontie-breaking vote.

Board Composition. Each Holder (a) Concurrently with the execution of this Agreement, each member of the board of directors of the Company (the “Board”) shall resign from the Board, effective immediately, and immediately upon the Company Stockholder Approval having been obtained, the Board shall consist of the individuals set forth on Schedule 1 hereto until the 2018 annual meeting of the Company’s stockholders or such individual’s earlier resignation, death or removal. After the date hereof, i. for so long as the Ownership Threshold is met the Investors shall be entitled to nominate such number of individuals to the Board constituting a majority of directors, (1) for so long as the Ownership Threshold is not met, but the Investors’ Ownership Percentage exceeds 30% of the Common Stock, then the Investors shall be entitled to nominate the greater of: (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) three directors, (2) for so long as the Investors’ Ownership Percentage is in the aggregate at least 20%, but less than 30% of the Common Stock, then the Investors shall be entitled to nominate the greater of: (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) two directors, and (3) for so long as the Investors’ Ownership Percentage is in the aggregate at least 10%, but less than 20% of the Common Stock, then the Investors shall be entitled to nominate the greater of: (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) one director (each, an “Investor Designee,” and collectively, the “Investor Designees”). For so long as the Ownership Threshold is met, (A) the Investors shall be entitled to designate the chairperson of the Board and (B) except as otherwise directed or agreed by the Investors and to the extent required by applicable listing standards (including any requirements for initial listing), the Company agrees to vote, or cause all members of the Board that are not Investor Designees (other than the chief executive officer of the Company) to be voted“independent” as defined in the listing standards of the NYSE American (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law (and all Shares owned by such Holder, or over which such Holder has voting control, from time non-Investor Designees listed on Schedule 1 have agreed to time and at all times, in whatever manner as shall be resign if necessary to ensure that effectuate the foregoing). The Company, at each any annual or special meeting of stockholders of the Company at which an election of directors is held or pursuant are to any written consent of the stockholdersbe elected, subject to the fulfillment of the requirements set forth in Section 52.1(b), shall nominate the following persons shall Investor Designees for election to the Board and use all commercially reasonable efforts to cause the Investor Designees to be elected to as directors of the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;. (b) As The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Common Stock DirectorCompany’s corporate governance guidelines, one person designated code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time by a majority time. The Investors shall notify the Company of any proposed Investor Designee in writing no later than the latest date on which the Company stockholders may make nominations to the Board in accordance with the bylaws of the holders Company and the Securities Act, together with all information concerning such nominee required to be delivered to the Company by the bylaws of Common Stock the Company and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the Company (the “Common Stock DesigneesNominee Disclosure Information”); provided, which individual further that in the event the Investors fail to provide any such notice, the Investor Designee shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andthe person then serving as the Investor Designee as long as the Investors provide the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) The Company’s Chief Executive Officer, who as In the event of the date death, disability, resignation or removal of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (an Investor Designee, the “CEO Director”Board will promptly elect to the Board a replacement director designated by the Investors, subject to the fulfillment of the requirements set forth in Section 2.1(b), provided that if for any reason to fill the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance withresulting vacancy, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) such individual shall then be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is Investor Designee for all purposes under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personthis Agreement.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one One person designated from time to time by a majority of the holders of Series A Preferred Stock Bay City Capital Fund V, L.P. or its Affiliates (the “Series A Bay City Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; Bay City Capital or its Affiliates owns at least five percent (b5%) As the Common Stock Director, one person designated from time to time by a majority of the holders of Company’s outstanding Common Stock (the “Common Stock Designees”)Stock, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and▇▇. (cb) The Company’s Chief Executive OfficerTwo individuals designated by ThermoGenesis (the “ThermoGenesis Designees”), who as of the date of this Agreement is which individuals shall initially be ▇▇▇▇▇ ▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. ; provided, however, that ThermoGenesis shall be entitled to designate only one ThermoGenesis Designee from and after such time as ThermoGenesis, together with its Affiliates, ceases to own at least thirty percent (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer 30%) of the Company’s Common Stock (on an as-converted basis). (c) One individual who qualifies as an “independent director” under Rule 5605 of The NASDAQ Marketplace Rules and who is an industry expert, each to be designated by ThermoGenesis as soon as practicable after the date hereof. (d) One individual who qualifies as an “independent director” under Rule 5605 of The NASDAQ Marketplace Rules and who is an industry expert, designated by Bay City Capital Fund V, L.P. or its Affiliates as soon as practicable after the date hereof, for so long as Bay City Capital or its Affiliates owns at least five percent (5%) of the Holders Company’s outstanding Common Stock; provided, however, that any replacement for such initial designee shall promptly vote their respective Shares (i) be subject to remove the former Chief Executive Officer approval of the Company from the Board if such person has ThermoGenesis, which approval will not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Directorbe unreasonably withheld. To the extent that any of clauses (a) through (cd) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateCertificate of Incorporation of the Company, as may be amended, restated or otherwise modified from time to time (the “Certificate of Incorporation”). For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As One (1) person designated by ABG II-Alzheon Limited, who shall serve as the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations Director and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. , for so long as ABG II-Alzheon Limited and its Affiliates continue to own beneficially at least 1,459,854 shares of Series A Preferred Stock (which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like), provided, that if ABG II-Alzheon Limited no longer has the right to designate the Series A Director pursuant to the foregoing clause, then the holders of a majority of the then outstanding shares of Series A Preferred Stock shall be entitled to nominate the Series A Director for so long as at least 1,094,891 shares of Series A Preferred Stock are issued and outstanding (which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like); (b) The Company’s Chief Executive Officer, who shall initially be the Founder (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (c) Five (5) individuals designated by the holders of a majority of the then outstanding shares of Common Stock. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes Certificate of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonIncorporation.

Board Composition. Each Holder agrees (a) Effective at the closing of the sale of the Company’s Series B Convertible Preferred Stock to votethe Purchasers pursuant to the Purchase Agreement, the Purchasers shall be entitled to designate members to the Board (the “Purchaser Designees”), as follows: (i) one individual designated by North Run Master Fund, LP (the “North Run Designee”), (ii) one individual designated collectively by Deephaven Relative Value Equity Trading Ltd and Deephaven Long Short Equity Trading Ltd (the “Deephaven Designee”); and (iii) in the event the Company’s cash and cash equivalents, determined in accordance with GAAP applied consistently with the Company’s past practice, are less than $15.0 million as of the end of a fiscal quarter as reported on the Company’s balance sheet included in Form 10-Q or cause Form 10-K for such quarter, the holders of a majority of Preferred Stock shall be entitled to designate one additional director (or such greater number as may be required such that the aggregate number of directors designated pursuant to this Section 2.1 equals the minimum number of directors necessary such that the aggregate number of directors equals at least thirty percent (30%) of the then sitting board members); provided, however, that notwithstanding the foregoing, in no event shall the percentage of board seats that holders of Preferred Stock are entitled to elect exceed their proportion of ownership of voting securities of the Company. Notwithstanding the foregoing, any individual (or individuals) to be voted, all Shares owned by such Holder, nominated or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: Board pursuant to this Agreement that is designated by an initial Purchaser or a Permitted Transferee (apursuant to sections (i) As – (iv) of the Series A DirectorPermitted Transferee definition) shall be appointed only after reasonable consultation, one person designated from time review and discussion with the Company’s board of directors and its nominating committee. The Company agrees that its review process for the initial designees shall be completed no later than December 9, 2005. Any individual or individuals to time be nominated or elected to the Board pursuant to this Agreement by a Permitted Transferee pursuant solely to section (v) of the Permitted Transferee definition must first be reasonably acceptable to a majority of the holders of Series A Preferred Stock existing directors (excluding the “Series A North Run Designee and the Deephaven Designee”), for so long as 1,000,000 share who shall not unreasonably withhold or delay their approval of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;such individual. (b) As Notwithstanding the Common foregoing, (i) in the event the Purchasers together hold less than 50% of the number of shares of Preferred Stock Directororiginally purchased by them pursuant to the Purchase Agreement, one person designated from time to time by a majority of the holders of Common a majority in interest of the Preferred Stock shall be entitled to elect a single director (and the “Common Purchasers shall cause any director nominated pursuant to Section 2.1(a) and not reelected pursuant to this section to promptly tender his or her resignation from the Board) and (ii) in the event the Purchasers together hold less than 20% of the number of shares of Preferred Stock Designees”originally purchased by them pursuant to the Purchase Agreement, the rights set forth in this Section 2.1 shall terminate and Purchasers shall cause any director elected pursuant to Section 2.1(a) to promptly tender his or her resignation from the Board. In the event that any Purchaser Designee fails to deliver his or her resignation as may be required by this Section 2.1(b), which individual the Company and the Purchasers shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andentitled to take all necessary and appropriate action to cause such Purchaser Designee to be removed. (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director Company shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; take all actions reasonably necessary and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon requested by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity stockholder within its control (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, calling special board and stockholders’ meetings) so that the Purchaser Designees shall be elected to or removed from the Board as provided in this Section 2.1. The Company shall cause its Board of Directors to take all action necessary to appoint directors designated pursuant to this Section 2.1 to the Compensation Committee and Audit Committee and each other committee as such directors may reasonably request, so that the directors will have representation on each such committee proportional to their representation on the Board, unless outside counsel has provided written advice that such membership is prohibited by applicable law or the rules of the Nasdaq Stock Market. The Company shall pay the reasonable out-of-pocket travel, lodging and other related expenses of all directors elected pursuant to this Section 2.1 incurred in connection with attendance at meetings of the Board or any general partnercommittee thereof. (d) If a vacancy of a position held by a Purchaser Designee occurs or exists on the Board at any time and for any reason, managing memberincluding but not limited to a vacancy because of the death, officerdisability, retirement, resignation or removal of any director for cause or trustee otherwise, then the Purchaser who originally designated such director pursuant to this Section 2.1 shall have the sole right to designate an individual to fill such vacancy (provided such Purchaser is still entitled to designate a member to the Board thereunder), and the Company shall take all reasonable steps to elect such nominee to fill such vacancy. (e) At the request of the entity designating a Purchaser Designee and only if such Purchaser is still entitled to designate a Board member pursuant to Section 2.1 hereof, the Company shall (x) use all reasonable efforts to (i) seek action by written consent as promptly as practicable following such request to remove such Purchaser Designee, or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company may, in its sole discretion, cause a special meeting of stockholders to be held proposing the removal of such PersonPurchaser Designee and (y) to the extent permitted by law and to the extent an action by written consent is sought or a special meeting of stockholders is called pursuant to this paragraph, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares use all reasonable efforts to solicit from stockholders of the same management company or investment adviser with, Company eligible to vote for the election of directors proxies to remove such PersonPurchaser Designee.

Board Composition. (i) Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A DirectorThe first Preferred Director shall be designated by Fall Line Endurance Fund, one person designated from time to time by a majority of the holders of Series A Preferred Stock LP (the “Series A DesigneeFall Line”), ) for so long as 1,000,000 share such Stockholder and its Affiliates continue to own any shares of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the likeStock, which individual shall initially be ▇▇. ▇▇ ▇’▇▇▇▇▇▇▇ ▇▇▇▇▇▇;. (b) As the Common Stock DirectorThe second Preferred Director shall be designated by S2G Venutres Builders Food & Agriculture Fund III, one person designated from time L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue to time by a majority own any shares of the holders of Common Stock (the “Common Stock Designees”)Preferred Stock, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and. (c) The Company’s Chief Executive OfficerFall Line and S2G, who as of by mutual agreement, shall designate the date of Person with the right to designate the third Preferred Director pursuant to this Agreement is ▇▇▇(the “Designating Party”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director. (d) The CEO Director initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; Board and (ii) to elect as such person’s replacement as Chief Executive Officer of the Company as the new CEO DirectorDirector the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a majority of the aggregate principal amount of the Notes (the “Noteholder Majority”). To the extent that any of clauses (i) (a) through (ce) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder The Company agrees to vote, or cause to be voted, take all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary actions to ensure that the composition of the Board is as follows: (i) effective as of the second day following the Closing, the two (2) directors (one of whom is an Independent Director) nominated to the Initial Board by the Board pursuant to the Exchange Agreement (the “Skyline Director” and the “Skyline Independent Director” respectively); (ii) effective as of the second day following the Closing, nine (9) directors nominated to the Initial Board by the Investor or, if after the Distribution, the Contributor Investors (the “Initial Investor Designees”); (iii) following the Distribution and until the Closing of the Initial Offering, the Company shall use its reasonable best efforts to cause the Board, whether acting through a duly authorized committee or otherwise, to include in the slate of nominees recommended to the shareholders of the Company (the “Shareholders”) for election as a director at each any annual or special meeting of stockholders at which an election of directors is held or pursuant to the Shareholders (or, if permitted, by any action by written consent of the stockholdersShareholders) at or by which directors of the Company are to be elected, subject including by calling a special meeting of the Board, any committee thereof and/or the Shareholders, the designees selected pursuant to this Section 52.1(b)(iii), and to use reasonable best efforts to solicit proxies in favor of the election of any such individuals to the Board from the Shareholders eligible to vote for the election of directors as of the record date for such meeting, the following persons shall be elected members to the Board: (a1) As Until the Series A first meeting of the Shareholders for the election of directors to the Board held after the two (2) year anniversary of the Closing, the Skyline Director and the Skyline Independent Director (to the extent each such director is eligible to and elects to stand for reelection to the Board and, in the case of the Skyline Independent Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer audit committee of the Company Board); (2) Up to nine (9) directors nominated to the Board by the Investor or, if after the Distribution, the Contributor Investors; (3) Such additional number of Independent Directors, if any, as is necessary so that the new CEO Director. To aggregate number of Independent Directors to be elected pursuant to this Section 2.1(b)(iii) is equal to three (3), which such Independent Directors shall be nominated by the extent that any of clauses (a) through (c) above shall not be applicable, any member Contributor Investors by a majority vote of the Board who would otherwise have been designated in accordance with Contributor Investors; and (4) Such additional number of directors, if any, as is necessary so that the terms thereof aggregate number of directors to be elected pursuant to this Section 2.1(b)(iii) is equal to eleven (11), which such directors shall instead be voted upon nominated by all the Holders Contributor Investors by a majority vote of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonContributor Investors.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As One person designated by Investors holding a majority of the outstanding shares of Series A Preferred Stock held by all Investors, to be the Series A Director, one which individual shall initially be ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; (b) One person designated from time to time by Investors holding a majority of the holders outstanding shares of Series A B Preferred Stock held by all Investors, to be the Series B Director, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇; (the c) One person designated by Signet Healthcare Partners QP Partnership III LP and Signet Healthcare Partners Accredited Partnership III LP (together, “Series A DesigneeSignet”), to be the Series C Director, for so long as 1,000,000 share Signet and its Affiliates (as defined below) continue to own beneficially at least 500,000 shares of Series A C Preferred Stock are outstandingof the Company, which number is subject to appropriate adjustment for any all stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (bd) As the Common Stock Director, one One person designated from time to time by Common Holders holding a majority of the holders outstanding shares of Common Stock (the “held by all Common Stock Designees”)Holders, to be a Generally Elected Director, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and (e) Three persons, each of whom is not otherwise an Affiliate of the Company or of any Stockholder, who are mutually acceptable to the other members of the Board, to be Generally Elected Directors, which individuals shall initially be ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ M.D. ▇▇▇▇ (such persons and their successors, the “CEO DirectorIndependent Directors”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Shareholder agrees to vote, or cause to be voted, all Shares owned by such HolderShareholder, or over which such Holder Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders the Company’s shareholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5Company’s shareholders, the following persons shall be elected to the Board: (a) As the Series A Directorone individual designated by The Benaroya Company, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstandingL.L.C., which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual initially shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, for so long as such Shareholder and its Affiliates (as defined below) continue to own beneficially at least 1,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (b) As one individual designated by Pioneer Venture Partners LLC, which individual initially shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇, for so long as such Shareholder and its Affiliates continue to own beneficially at least 1,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (c) one individual designated by the holders of a majority of the Shares of Common Stock Directorheld by the Key Holders (as defined below), one person designated which individual initially shall be ▇▇▇▇▇ ▇▇▇▇, for so long as the Key Holders collectively hold at least 2,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (d) the individual serving from time to time by a majority of as the holders of Common Stock Company’s Chief Executive Officer (the “Common Stock DesigneesCEO Director”), which individual who initially shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the person serving as the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Shareholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company such person from the Board if such person has not resigned as a member of the Board; Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; (e) three individuals who are mutually acceptable to (i) the holders of a majority of the Shares held by the Key Holders who are then providing services to the Company as officers, employees or consultants and (ii) the holders of a majority of the Shares held by the Investors, which individuals shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. To ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇; (f) one individual designated by Sageview Capital Master, L.P. (the “Sageview Director”), which individual initially shall be ▇▇▇ ▇▇▇▇▇▇▇, for so long as such Shareholder and its Affiliates continue to own beneficially at least 1,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (g) one individual designated by Battery Ventures IX, L.P., together with its affiliated funds, which individual initially shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, for so long as such Shareholder and its Affiliates continue to own beneficially at least 1,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (h) one individual (the “Warburg Pincus Director”) designated by Warburg Pincus Private Equity XI, L.P., together with its affiliated funds (“Warburg Pincus”), which individual initially shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, for so long as Warburg Pincus or its Affiliates continue to own beneficially at least 1,500,000 Shares, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; and (i) to the extent that any of clauses (a), (b), (f), (g) through or (ch) above shall not be applicable, any member of the Board who seat that would otherwise have been designated in accordance with the terms thereof shall instead be voted upon designated by all the Holders holders of a majority of the Company entitled to vote thereon Preferred Stock (as determined on an as-converted-to-Common Stock basis). To the extent that clause (c) above shall not be applicable, any Board seat that would otherwise have been designated in accordance with, and pursuant to, with the Restated Certificate. For purposes terms thereof shall instead be designated by the holders of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” majority of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonCommon Stock.

Board Composition. Each Holder agrees to voteSo long as Holders affiliated with Beach Point or any of their respective Affiliates hold any Securities, New Notes, or capital stock (in the form of preferred stock or common stock) of the Issuer, and to the extent allowed by the national securities exchange on which the Issuer’s securities are listed, if applicable, Beach Point, on behalf of such Holders and their respective Affiliates, as applicable, (i) shall have the right to designate, and the Issuer shall take reasonable steps to cause to be votednominated, all Shares owned by such Holderone designee for election to the Board of Directors of the Issuer (and every committee thereof, or over except as set forth in this paragraph), which such Holder has voting control, from time to time and at all times, in whatever manner as designee shall be necessary (A) reasonably satisfactory to ensure that at each annual the Issuer so long as no Event of Default has occurred and is continuing or special meeting (B) upon the consummation of stockholders at which an election of directors is held or pursuant a Qualified Initial Public Offering, reasonably acceptable to any written consent the Issuer’s Nominating Committee of the stockholders, Board of Directors and subject to Section 5, compliance with the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock applicable national securities exchange regulations (the “Series A Board Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) shall have the right to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not designate one designee to be applicable, any member permitted to attend all meetings of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of Directors of the Company entitled to vote thereon Issuer (and every committee thereof, except as set forth in accordance with, and pursuant to, this paragraph) as an observer (the Restated Certificate“Board Observer”). For purposes The Board of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” Directors of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by the Issuer will meet at least one (1) time per fiscal quarter. If the Board Designee has been designated, he or more general partnersshe will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer. If the Board Observer has been designated, managing members he or investment advisers ofshe will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or shares any committee thereof, and may be limited from receiving any board materials, upon the advice of the Issuer’s outside counsel and, among other things, will be subject to the same management company confidentiality requirements as if he or investment adviser withshe were a Director. Upon election of the Board Designee, such Personthe Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of the Issuer. At all times during the tenure of the Board Designee, the Issuer shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. The Issuer shall pay to the Board Designee the same compensation for his or her services as a director of the Issuer as the compensation, if any, paid to non-employee directors of the Issuer. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on the Issuer’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.” 3.28 Schedule 7.01(u) attached hereto is hereby added as Schedule 7.01(u) to each of the SPAs. 3.29 Schedule 7.01(w) attached hereto is hereby added as Schedule 7.01(w) to each of the SPAs. 3.30 Schedule 7.02(h) is hereby deleted from each of the SPAs and replaced with Schedule 7.02(h)(i) attached hereto. 3.31 Schedule 7.02(h)(ii) attached hereto is hereby added as Schedule 7.02(h)(ii) to each of the SPAs. 3.32 Schedule 7.03(a) is hereby deleted from each of the SPAs. 3.33 Schedule 7.03(c) is hereby deleted from each of the SPAs for fiscal periods ending after June 30, 2008.

Board Composition. Each Holder (a) From and after the date hereof, each Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary, and the Company will take all reasonable actions within its control as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Boardcause: (ai) As the Series A Director, one person designated from time to time by a majority nomination and election of three (3) directors of the holders of Series A Preferred Stock Company designated by the Investors (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Investor Designees”), which individual Investor Designees shall initially have sole right and authority to appoint and remove the chairman of the Board (the “Chairman”); (ii) the nomination and election of two (2) directors of the Company designated by the Key Holders (the “Key Holder Designees”); (iii) the prompt removal (with or without cause) of any or all Investor Designees at the written request of the Investors (but only upon such written request and under no other circumstances); (iv) the prompt removal (with or without cause) of any or all Key Holder Designees at the written request of the Key Holders (but only upon such written request and under no other circumstances); (v) in the event that any Investor Designee for any reason ceases to serve as a director of the Company during such director’s term of office, the resulting vacancy shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇filled by a person designated by the Investors; and (cvi) The Companyin the event that any Key Holder Designee for any reason ceases to serve as a director of the Company during such director’s Chief Executive Officerterm of office, who the resulting vacancy shall be filled by a person designated by the Key Holders. (b) Effective as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇hereof, (i) the Investor Designees shall be ▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”)▇. ▇▇▇▇, provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and III, (ii) to elect such person’s replacement as Chief Executive Officer of the Company as Key Holder Designees shall be ▇▇▇▇▇ and ▇▇▇▇▇▇▇, and (iii) the new CEO DirectorChairman shall be ▇▇▇▇ ▇. To the extent that any of clauses (a) through ▇▇▇▇▇▇. (c) above shall not be applicable, All Stockholders agree to execute any member of written consents required to perform the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes obligations of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or and the Company agrees at the request of any other entity (collectively, party entitled to designate directors pursuant to this Section 1.2 to call a “Person”) shall be deemed an “Affiliate” special meeting of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee the Stockholders for the purpose of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personelecting directors.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As For so long as the Series A DirectorInvestors hold any shares of Preferred Stock, one person (1) individual designated from time to time by the holders of a majority of the holders shares of Series A Preferred Stock (held by the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the likeInvestors, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (b) As For so long as the Key Holders hold any shares of Class B Common Stock DirectorStock, one person (1) individual designated from time to time by the holders of a majority of the holders shares of Class B Common Stock (held by the “Common Stock Designees”)Key Holders, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. ; and To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders Stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Class A Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 56, the following persons shall be elected to the Board: (a) As the Series A first Common Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”)Company’s Chief Executive Officer, for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual who shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that that, if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Class A Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director or, if and for so long as there is not a replacement Chief Executive Officer, one individual designated from time to time by ▇▇▇▇ Range, for so long as any GRC Director (as defined herein) continues to serve as a director; and (b) As the second and third Common Director (the “GRC Directors”), two individuals designated from time to time by ▇▇▇▇ Range, for so long as ▇▇▇▇ Range or its Affiliates (as defined herein) continue to own beneficially at least 160,000 Class A Shares (which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like), which individuals shall initially be ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇. (c) As the fourth Common Director, one individual designated from time to time by ▇▇▇▇▇▇▇▇▇▇, for so long as Sirnaomics or its Affiliates continue to own beneficially at least 480,000 Class B Shares (as defined herein) (which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like), which individual shall initially be ▇▇▇▇ (▇▇▇▇▇▇▇) ▇▇, PhD. Class B Shares shall mean and include all Class B Shares by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Company’s Certificate of Incorporation, as the same may be amended (the “Certificate”). For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, including any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company that the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock and Series A Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one One person designated from time to time by a majority of the holders of Series A Preferred Stock Crystal Amber Fund Limited (the “Series A DesigneeCrystal Amber”), for so long as 1,000,000 share such Stockholder and its Affiliates (as defined below) continue to own beneficially at 5,000,000 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock are outstandingStock), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and; (cb) The Company’s Chief Executive OfficerOne person, who is not otherwise involved in the management of Crystal Amber, designated from time to time by Crystal Amber, for so long as such Stockholder and its Affiliates (as defined below) continue to own beneficially at least 5,000,000 shares of the date Common Stock (including shares of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”Common Stock issued or issuable upon conversion of Series A Preferred Stock), provided that if which number is subject to appropriate adjustment for any reason stock splits, stock dividends, combinations, recapitalizations and the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Directorlike). To the extent that any of the clauses (a) through and (cb) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Seventh Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”). For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees (a) Notwithstanding anything to votethe contrary in this Agreement or the GP LLC Agreement, or cause but subject to the rights to designate Directors contained in this Article IV, the size of the Board may be votedincreased at any time, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting the result of stockholders at which an election the appointment of directors is held or additional Independent Directors pursuant to any written consent of the stockholdersSection 4.3(b), or, subject to Section 54.10, reduced at any time as the following persons result of the resignation, removal, death, or disability of any Director. Each Limited Partner shall be elected take all necessary or desirable actions within such Limited Partner’s control, and the Company and the General Partner shall take all necessary or desirable actions within their respective control, in each case, to ensure that the BoardBoard shall consist of Directors designated as follows: (ai) As the Series A Director, one person designated from time Indigo Partners shall be entitled to time by a majority of the holders of Series A Preferred Stock appoint and maintain (the “Series A Designee”), A) for so long as 1,000,000 share of Series A Preferred Stock are outstandingthe Indigo Percentage Interest is twenty-five percent (25%) or more, which number is subject to appropriate adjustment for any stock splitstwo (2) Directors (each an “Indigo Director” and together the “Indigo Directors”), stock dividends, combinations, recapitalizations and the like, which individual shall who will initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇[●] and [●], and (B) for so long as the Indigo Percentage Interest is five percent (5%) or more but less than twenty-five percent (25%), one (1) Director; provided, that each Indigo Director shall be (1) a full-time employee or director of Indigo or any of its Affiliates or (2) an individual otherwise reasonably acceptable to the SL Partners; (bii) As the Common Stock SL Partners shall be entitled to appoint and maintain three (3) Directors (each an “Investor Director, one person designated from time to time by a majority of the holders of Common Stock (” and together the “Common Stock DesigneesInvestor Directors”), which individual shall who will initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇[●], [●] and [●]; and (ciii) The Company’s the then-serving Chief Executive Officer, who as Officer of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. Company shall be appointed as a Director (the “CEO Director”). (b) The Board shall have the right to designate one or more additional Independent Directors nominated by the Board or a nominating committee of the Board created in accordance with Section 4.5, provided and upon such action the size of the Board shall commensurately increase. (c) Notwithstanding anything to the contrary in this Agreement, (i) a Director appointed pursuant to this Section 4.3 shall immediately resign as a Director (and the Limited Partner which appointed that Director shall procure such resignation), or may be removed by the Board by notice in writing to the relevant Director, if at any time the Limited Partner or Limited Partners, as applicable, which appointed such Director fail to satisfy the ownership requirements for any reason appointment of a Director pursuant to this Section 4.3 and (ii) in the event that the Person serving as the CEO Director ceases to be Chief Executive Officer of the Company, such Person shall cease automatically without further action by any Person be deemed to serve as have resigned from the Board at the time such Person ceases to be the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇shall initially be J▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇. ▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board Board, if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To ; (b) One Common Director designated by the extent that any Key Holders holding at least a majority of clauses (a) through the outstanding shares of Common Stock then held by the Key Holders who are then providing services to the Company as employees or consultants, who shall initially be A▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇; (c) above shall As the third director, a person that qualifies as an “independent” director under applicable NASDAQ and NYSE listing standards, or who possesses relevant industry experience for the Company and is not otherwise providing services to the Company as an employee or consultant, designated by both (i) holders of a majority of the Common Stock then held by the Key Holders providing services to the Company as employees or consultants and (ii) holders of a majority of the Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock) then held by all holders of Preferred Stock (the “Independent Director”); provided that the initial Independent Director may be applicabledesignated by Key Holders holding at least a majority of the outstanding shares of Common Stock then held by the Key Holders who are then providing services to the Company as employees or consultants, any member subject to the reasonable approval of AKCK LLC; and (d) to the extent the authorized number of directors increases to a number greater than three, such individuals as may be nominated by a majority of the other members of the Board who would otherwise have been designated or, in accordance with the terms thereof shall instead be voted upon absence of such nomination, by the holders of a majority of the outstanding Shares held by all Stockholders, in each case who qualify as “independent” directors under applicable NASDAQ and NYSE listing standards, or who possess relevant industry experience for the Holders Company, or who otherwise are determined suitable to service on the Board by the other members of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonBoard.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons individuals shall be elected to the BoardBoard upon the following terms and conditions: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share MNC and/or any Permitted MNC Transferee hold any shares of Series A B Preferred Stock are outstandingStock, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the likeone (1) individual designated by MNC, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Hary Tanoesoedibjo, as a Series B Director under and as defined by the Certificate; (b) As the Common Stock Directorfor so long as CII and/or any Permitted CII Transferee hold any shares of Series A Preferred Stock, one person (1) individual designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”)CII, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and, as a Series A Director under and as defined by the Certificate; (c) The Company’s Chief Executive Officerfor so long as any shares of Series Seed Preferred Stock remain outstanding, who as one (1) individual designated by the holders of a majority of the date Series Seed Preferred Stock of this Agreement is ▇▇▇the Company, voting on an as-converted to Common Stock basis and as a single class, at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, which individual shall initially be ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ M.D. ; (d) the Company’s then serving Chief Executive Officer (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person individual has not resigned as a member of the Board; Board and (ii) to elect such personindividual’s replacement as Chief Executive Officer of the Company as the new CEO Director; (e) for so long as the Founder holds any shares of Common Stock, one (1) director, designated by the Founder, which individual shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; provided, however, that, if the Founder no longer holds any Common Stock, such director shall be designated by the holders of at a majority of the outstanding shares of Common Stock. To the extent that any of clauses (aSections 2.2(a) through (c2.2(e) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes In the absence of this Agreementany designation from the Persons or groups with the right to designate a director as specified above, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) the director previously designated by them and then serving shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personreelected if still eligible to serve as provided herein.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As At each election of directors in which the holders of the Series A DirectorPreferred Stock, one person designated from time voting as a separate class, are entitled to time by a majority elect two (2) directors of the holders of Series A Preferred Stock Company (the “Series A DesigneeDirectors”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding(i) one individual designated by MPM Bioventures Fund III-QP, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the likeL.P. (“MPM”), which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and (ii) one individual designated by ARCH Venture Fund V, L.P. (“ARCH”), which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇; provided, however, that, notwithstanding the foregoing, if either MPM or ARCH fails to purchase the number of shares of the Company’s Series B-2 Convertible Preferred Stock, par value $0.001 per share (the “Series B-2 Preferred Stock”), required to be purchased by such Investor at the Milestone Closing (as defined in the Purchase Agreement), then such Investor shall no longer be entitled to designate a representative to the Board and such Board seat shall be filled in accordance with the provisions of the Charter; (b) As the Common Stock Director, one person designated from time to time by a majority At each election of directors in which the holders of Common Stock the Series B Preferred Stock, voting as a separate class, are entitled to elect two (2) directors of the Company (the “Common Stock DesigneesSeries B Directors”), (i) one individual designated by OVP Venture Partners VI, L.P. (“OVP”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇, and (ii) one individual designated by Amgen Ventures LLC (“Amgen”), which individual shall initially be ▇▇▇ ▇▇▇▇▇; andprovided, however, that, notwithstanding the foregoing, if either OVP or Amgen fails to purchase the number of shares of Series B-2 Preferred Stock required to be purchased by such Investor at the Milestone Closing, then such Investor shall no longer be entitled to designate a representative to the Board and such Board seat shall be filled in accordance with the provisions of the Charter; (c) The person serving as the Company’s Chief Executive OfficerOfficer (the “CEO Director”), who as of the date of this Agreement is ▇▇▇▇shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), ; provided that if for any reason the person serving as the CEO Director shall cease ceases to serve as the Chief Executive Officer of the CompanyCompany for any reason, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent ; and (d) One (1) individual that any of clauses is (ai) through (c) above shall not be applicable, any member designated by a majority of the Board who would otherwise have been designated in accordance with holders of the terms thereof shall instead be voted upon Common Stock, voting as a separate class, and (ii) approved by Investors holding a majority of the outstanding Preferred Stock held by all Investors (the Holders of the Company entitled to vote thereon in accordance with“Common Director”), and pursuant to, the Restated Certificatewhich individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director director, or trustee manager of such Person, or Person and any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, partners of or shares the same management company or investment adviser with, with such Person.

Board Composition. Each Holder agrees to voteTo the fullest extent permitted by Applicable Law, or cause to be voted, each Stockholder shall vote all Shares voting securities (including all voting Shares) owned by such Holder, Stockholder or over which such Holder Stockholder has voting control, from time to time and at shall take all timesother reasonably necessary or desirable actions within his, her or its control (including in whatever manner his, her or its capacity as a stockholder, director, member of a board committee, officer of the Company or otherwise), and the Company shall be take all reasonably necessary or desirable actions within its control, to ensure that at that: (i) on each annual or special meeting of stockholders at which an occasion when directors are nominated for election of directors is held or pursuant by the Company’s stockholders, the FTP Investors will be entitled to any written consent nominate three (3) members of the stockholdersBoard of Directors of the Company, subject and each Stockholder shall vote all voting securities (including all voting Shares) owned by such Stockholder or over which such Stockholder has voting control, and shall take all other necessary or desirable actions within his, her or its control, to Section 5elect to the Board each person so nominated by the FTP Investors (each member of the Board of Directors, a “Director” and, collectively, the following persons shall be elected “Board”; each Director nominated by the FTP Investors, the “FTP Investor Nominees”, and upon election to the Board:, the “FTP Investor Directors”); provided, however, that after one-hundred and eighty (180) days from the date hereof one (1) FTP Investor Director must satisfy any independence or other qualification requirements imposed by the Exchange Act or rules and regulations of any National Securities Exchange for audit committee purposes, to the extent applicable; and (aii) As the Series A Director, one person designated from time to time by a majority on and as of the holders date of Series A Preferred Stock the date hereof, the Board shall consist of seven (the “Series A Designee”)7) Directors, for so long as 1,000,000 share with three (3) of Series A Preferred Stock are outstanding, such Directors being FTP Investor Directors (which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director), one person designated from time to time by a majority (1) such Director being the chief executive officer of the holders of Common Stock Company (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇) and three (3) of such Directors being independent directors satisfying the independence requirements imposed by the Exchange Act or any rules and regulations of any National Securities Exchange, to the extent applicable, that are acceptable to the FTP Investors (which shall initially be Bruheim, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”▇▇▇▇▇▇▇), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As Subject to the Series A Directorterms of this Section 6, one person designated from time to time by a majority effective as of the holders Closing Date, the Board will appoint a designee of Series A Preferred Stock the Investor (the “Series A Investor Designee”), reasonably acceptable to the Board, as a director of the Company for so long as 1,000,000 share a term expiring at the Company’s next annual meeting of Series A Preferred Stock are outstandingstockholders or upon such Investor Designee’s earlier death, which number is subject to appropriate adjustment for any stock splitsdisability, stock dividends, combinations, recapitalizations resignation or removal (including removal by operation of Law). The Company and the like, which individual shall initially be Investor agree that Jo▇▇. ▇▇▇▇ ▇▇▇ ▇hall be the initial Investor Designee. The Company agrees that, during the Director Period, the Board shall nominate the individual serving as such Investor Designee (or any individual subsequently designated by the Investor to serve as the Investor Designee) for election or re-election, as the case may be, as a director at each subsequent meeting of the Company’s stockholders at which directors are to be elected, and use commercially reasonable efforts to cause the Investor Designee to be elected or re-elected, including providing the same level of support as is provided for other nominees. Upon the end of the Director Period, the Investor shall cause the Investor Designee to tender to the Board, as soon as practicable and in any event within five (5) days following the end of the Director Period, his or her resignation from the Board. During the Director Period, the Company will not decrease the size of the Board if such decrease would require the resignation of the Investor Designee. (b) As a condition to any appointment or nomination for election to the Board, each Investor Designee shall (i) meet the qualifications required of all directors of the Company by the Company’s Nominating and Corporate Governance Committee and those mandated by applicable Law, (ii) agree, in writing, to be bound by the terms and conditions of all of the Company’s policies applicable to its directors, (iii) make such acknowledgements and enter into such agreements as the Company requires of all directors, including, without limitation, with respect to confidentiality, the Company’s code of ethics, in▇▇▇▇▇ ▇▇▇▇▇▇; ▇ ▇olicy and Section 16 reporting procedures, and (biv) As be able to dedicate sufficient time and resources for the Common Stock Director, one person designated from time to time by a majority diligent performance of the holders duties required of Common Stock a member of the Board (the “Common Stock DesigneesDirector Conditions”). Without limiting the foregoing, which individual each proposed Investor Designee shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andsubject to satisfaction of the criteria for Board membership established by the Nominating and Corporate Governance Committee of the Board, including the director qualification criteria thereof, as determined in the reasonable and good faith discretion of the Nominating and Corporate Governance Committee of the Board and the Board in the same manner as the Nominating and Corporate Governance Committee of the Board and the Board would consider any candidate for Board membership. The Board or the Nominating and Corporate Governance Committee of the Board will evaluate the Investor Designee for potential roles on the committees of the Board, consistent with evaluations of other directors for such positions and subject to applicable Law and the listing rules and requirements of The Nasdaq Global Market. (c) The Company’s Chief Executive OfficerIf an Investor Designee resigns from the Board, who is removed, or refuses or is unable to serve or fulfill his or her duties as a director because of death or disability, in each case prior to the expiration of the date Director Period, the Investor shall have the right to select a replacement Investor Designee, reasonably acceptable to the Board and subject to compliance with the Director Conditions, and shall provide the Company with the name of and relevant background information for such replacement Investor Designee. Subject to the terms of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. Section 6, within twenty (20) days following receipt of such information and compliance with the “CEO Director”)Director Conditions, provided that if for any reason the CEO Director shall cease Board will appoint such replacement Investor Designee to the Board to replace the departing Investor Designee to serve as the Chief Executive Officer remaining term of the departing Investor Designee, and the replacement Investor Designee shall be considered an Investor Designee for all purposes of this Section 6. (d) All confidential or proprietary information and data relating to the Company and its Affiliates provided by the Company to the Investor Designee shall be deemed confidential information and will be kept confidential and not disclosed to any Person outside of the Company. Notwithstanding the confidentiality obligations set forth in Section 6(b)(iii) and the foregoing, each and subject to Section 8.16, the Investor Designee shall be permitted to disclose such confidential information to the executive officers and members of the Holders shall promptly vote their respective Shares board of directors (or equivalent governance body) of the Investor, its shareholders and its advisers (such as legal counsel) having a duty of confidentiality to the Investor, provided (i) such disclosure is made on a need-to-know basis solely for the purposes of, and to remove the former Chief Executive Officer of extent necessary to, monitor and make decisions regarding the Company from Investor’s investment in the Board if such person has not resigned as a member of the Board; Company, and (ii) that the Investor will be liable for any breach by any of such Persons of the confidentiality obligations applicable to elect the Investor Designee. Upon the resignation or removal of the Investor Designee from the Board and written request (including via email) from the Company, such person’s replacement as Chief Executive Officer Investor Designee shall either promptly (x) destroy all confidential information of the Company that he or she received in his or her capacity as a director in his or her possession or control and any copies thereof or (y) return to the new CEO Director. To Company all confidential information of the extent Company that he or she received in his or her capacity as a director in his or her possession or control and any copies thereof (but the Investor Designee need not purge electronic archives and backups), and, in either case, confirm in writing (which may be via email) to the Company that all such material has been destroyed or returned, as applicable, in compliance with this Section 6. (e) If any Investor Designee is an employee of, or otherwise compensated by, the Investor or any of clauses (a) through (c) above its Affiliates, such Investor Designee shall not be applicableentitled to any compensation from the Company in connection with his or her role as a director or service on the Board or any committee. The Investor Designee will be entitled to reimbursement from the Company of out of pocket expenses in connection with his or her role as a director consistent with other directors on the Board. (f) Notwithstanding anything contained herein to the contrary, if the Board (or any member committee thereof) shall consider (i) a proposed contract, transaction or other arrangement between the Investor or any Investor Affiliate Assignee Parent (or any of their respective Affiliates), on the one hand, and the Company or any of its Affiliates, on the other hand, (ii) the enforcement or waiver of the rights of the Company or any of its Affiliates under any agreement between the Investor or any Investor Affiliate Assignee Parent (or any of their respective Affiliates), on the one hand, and the Company or any of its Affiliates, on the other hand, or (iii) a matter which the Board determines in good faith presents an actual or potential conflict of interest for the Investor Designee, then the Investor Designee will, if directed by the chairperson of the Board who would otherwise have been designated or the remaining directors, be excluded from participation in accordance with such Board or committee meeting (or portion thereof, as applicable) at which such matters are to be discussed, and the terms thereof shall instead Investor Designee will not be voted upon by all the Holders entitled to receive copies of the Company entitled materials or other documents relating to vote thereon in accordance withsuch matter or meeting (or portion thereof, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personas applicable).

Board Composition. Each Holder agrees to vote, or cause to be voted, Stockholder shall vote all Shares owned by such Holder, or of the voting securities of the Company over which such Holder Stockholder has voting controlcontrol and shall take all other necessary or desirable actions within its control (whether in its capacity as a stockholder, from time to time and at all timesdirector, in whatever manner as shall be necessary to ensure that at each annual member of a board committee or special meeting of stockholders at which an election of directors is held or pursuant to any written consent officer of the stockholdersCompany or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including calling special board and stockholder meetings), so that during the term of this Agreement (subject to Section 5, 6.2): (i) the authorized number of directors constituting the entire Board of Directors shall be five; (ii) the following persons shall be elected to the BoardBoard of Directors at each election of directors: (aA) As two individuals, in the Series A Directoraggregate, one person designated from time to time by a majority the Principal Stockholder and any other transferee of the holders of Series A Preferred Stock (the “Series A Designee”), for so long Principal Stockholder as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇provided in Section 6.2; (bB) As one individual designated by the Common Stock Director, one person designated from time to time by a majority Minority Stockholder and any other transferee of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇Minority Stockholder as provided in Section 6.2; and (cC) The Company’s Chief Executive Officertwo individuals, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares be (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; Independent and (ii) to elect such person’s replacement as Chief Executive Officer of designated jointly (but not individually) by the Company as the new CEO Director. To the extent that any of clauses directors designated under subclauses (aA) through and (cB) above shall not be applicable, (the "Independent Directors"); (iii) any member of the Board of Directors who would shall be designated for removal from the Board of Directors by the Person(s) authorized to designate such member for election pursuant to clause (ii) of this Section 6.1(a) shall be removed from the Board of Directors; (iv) each director of the Company who is appointed pursuant to Section 6.1(a)(ii) shall be entitled to representation on each committee, if any, of the Board of Directors at least proportionate to his or her representation on the Board of Directors, unless and except to the extent otherwise have been designated required by any applicable law or rule promulgated by the SEC or stock exchange on which the securities of the Company are listed; (v) each of the Principal Stockholder and the Minority Stockholder shall be entitled to appoint one director (each which director shall be a then current member of the Board of Directors) to each board of directors of each Subsidiary of the Company (or equivalent governing body); provided that at the election of the Minority Stockholder or the Principal Stockholder the composition of each board of directors of any Subsidiary of the Company may be established in accordance with Section 6.1(a)(ii); and (vi) any vacancy on the terms thereof shall instead be voted upon Board of Directors created by all the Holders reason of the Company entitled death, removal or resignation of a member shall be filled by an individual designated by the Person(s) authorized to vote thereon in accordance with, and designate such member for election pursuant to, the Restated Certificate. For purposes to clause (ii) of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonSection 6.1(a).

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As Three individuals, who together shall be the Series A DirectorDirectors, one person designated from time to time by the holders of record of a majority of the holders shares of the Company’s Series A Preferred Stock (the “Series A Designee”)Stock, for so long voting exclusively and as 1,000,000 share of Series A Preferred Stock are outstandinga separate class, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual who shall initially be ▇▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;. (b) As Two individuals, who together shall be the Common Stock DirectorDirectors, one person designated from time to time by a majority of the holders of record of two-thirds of the outstanding shares of the Company’s Common Stock (the “Common Stock Designees”)Stock, which individual who shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. . (c) Notwithstanding the foregoing or any provision of the Charter or Bylaws to the contrary, after conversion of the Series A Preferred Stock into Common Stock (the “CEO DirectorConverted Stock”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer in lieu of the Company, each election of the Holders Series A Directors as provided in clause (a) above and the Common Directors as provided in clause (b) above, the following persons shall promptly vote their respective Shares be elected to the Board: (i) three individuals, who together shall continue to remove be designated as the former Chief Executive Officer Series A Directors, designated by the holders of record of a majority of the Company from shares of Common Stock issued upon conversion of the Board if such person has not resigned Series A Preferred Stock (the “Converted Stock”), voting exclusively and as a member of the Boardseparate class; and (ii) to elect such person’s replacement as Chief Executive Officer two individuals, who together shall be the Common Directors, designated by the holders of record of two-thirds of the Company as outstanding shares of the new CEO Director. Company’s Common Stock other than the Converted Stock. (d) To the extent that any of clauses (a), (b) through and (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateCompany’s Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Voting Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons individuals shall be elected to the Board: (a) As One individual (the Series A Director, one person “Preferred Designee”) designated from time to time by the holders of a majority of the holders shares of Series A Seed Preferred Stock (the “Series A Designee”), for so long voting as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”single class on an as-converted basis), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇T▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (b) Two (2) individuals (the “Common Designees”) designated by the holders of record of a majority of the shares of Common Stock not issued or issuable (directly or indirectly) upon conversion of the Preferred Stock, voting exclusively and as a separate class, which individuals shall initially be C▇▇▇▇ ▇▇▇▇▇▇▇ M.D. and M▇▇▇ ▇▇▇▇; and (c) Two (2) individuals (the “CEO DirectorIndependent Designees”), provided that if for any reason ) designated by the CEO Director shall cease to serve as the Chief Executive Officer mutual consent of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer holders of record of a majority of the Company from shares of Common Stock not issued or issuable (directly or indirectly) upon conversion of the Board if such person has not resigned Preferred Stock, voting exclusively and as a member of separate class, on the Board; one hand, and (ii) to elect the holders of a majority of the shares of Series Seed Preferred Stock (voting as a single class on an as-converted basis), on the other hand, each which individual which, in any event during each such personindividual’s replacement as Chief Executive Officer membership on the Board, shall not be an officer nor employee of the Company as nor an Affiliate of any holder of shares of the new CEO DirectorCompany’s Preferred Stock nor of any holder of shares of the Common Stock issued or issuable (directly or indirectly) upon conversion of the Preferred Stock, one of which individuals which initially shall be J▇▇▇ ▇▇▇▇▇▇, and the other of which Board seats initially shall be vacant until otherwise filled in accordance with the terms and conditions of this Agreement. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes Certificate (for the avoidance of this Agreementdoubt, an individualexcluding all shares of Series A Preferred Stock, firmSeries A-2 Preferred Stock and shares of Common Stock issuable upon conversion of the Series A Preferred Stock and Series A-2 Preferred Stock, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled than to the extent required by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personapplicable law).

Board Composition. Each Holder agrees to voteImmediately at Initial Closing, or cause to be voted, the Seller and the Company shall take all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary actions to ensure that at each annual or special meeting the Board shall be reconstituted to comprise of stockholders at which an election 5 (five) Directors, of directors is held or pursuant to any written consent of the stockholderswhich, subject to Section 52.17 of this Agreement, the following persons 3 (three) Directors shall be elected to nominated by the Board: Purchaser and 2 (atwo) As Directors shall be nominated by the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations Seller. The Purchaser hereby nominates and the like, which individual shall initially be ▇appoints M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. , and any two other nominees of the Purchaser as decided by the Purchaser, as the initial nominee Director(s) of the Company who shall each serve for a term of 2 (two) years and may continue to serve as Directors subject to the approval, which shall not be withheld without a valid reason, and the requisite resolutions passed by the Board. The Director(s) nominated and appointed by the Purchaser shall hereinafter be referred to as the “CEO Purchaser Director(s)”. The Seller will have the right to nominate 2 (two) Directors onto the Board, who shall serve for a term of 2 (two) years and may continue to serve as Directors subject to the approval, which shall not be withheld without a valid reason, and the requisite resolutions passed by the Board (each hereinafter referred to as the “Seller Director”). The right to nominate a Director (including an Additional Director) shall be deemed to include the right to nominate, provided that if for any reason replace or remove such Director. Any such representative appointed in place of the CEO outgoing Director shall cease to serve have the same status, and same rights as those enjoyed by the outgoing Director. In such an event, the Seller and the Purchaser (as the Chief Executive Officer case may be) shall exercise their rights (including voting rights) in such manner so as to cause the appointment of such representative as a Director. The Parties agree to vote in favour of the Companyappointment of any Directors nominated pursuant to the terms of this Agreement. So long as the Seller and/or Purchaser holds any Shares, the Seller and the Purchaser shall each of be entitled to appoint 1 (one) observer to the Holders Board (“Observer”), in addition to the Director(s) nominated by either Party. The Observer shall promptly vote their respective Shares have the right to receive all notices relating to Board meetings. The Observer shall not be (i) to remove considered for the former Chief Executive Officer constitution of a valid quorum for the Company from the Board if such person has not resigned as a member meetings of the Board; , and (ii) entitled to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that vote with respect to any of clauses (a) through (c) above shall not resolution proposed to be applicable, any member passed at a meeting of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon or by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personcirculation.

Board Composition. Each Holder (a) Subject to Section 6.1(b) hereof, each Investor and each Stockholder (including any Permitted Transferees) agrees to votevote all of his, her or cause to be voted, all Shares owned by such Holder, or its shares of the Company's capital stock having voting power (and any other shares over which such Holder has it exercises voting control, from time to time and at all times, ) in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an connection with the election of directors is held or pursuant to any written consent of the stockholders, subject Company and to Section take such other actions as are necessary so as to fix the number of members of the Board of Directors at five (5, ) and to elect and continue in Office as directors the following persons shall be elected to the Boardfollowing: (ai) As three (3) individuals nominated by the Series A Director, one person designated from time to time Founder (so long as he owns at least 30% of the issued and outstanding shares of capital stock of the Company) and thereafter by the Stockholders holding not less than a majority of the outstanding shares of Common Stock then held by the Stockholders, at least one of whom shall be the Chief Executive Officer of the Company and another of whom shall not be employed by, or be an Affiliate of, the Company, any Investor or any Stockholder, which individuals shall initially be the Founder, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.; and (ii) one (1) individual nominated by the holders of not less than a majority of the outstanding shares of Series A Preferred Stock (the “Series A Designee”)Stock, for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual who shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;▇ (the "Series A Investor Nominee"); and (biii) As one (1) individual nominated by the Common Stock Director, one person designated from time to time by holders of not less than a majority of the holders outstanding shares of Common Stock (the “Common Stock Designees”)Series B Preferred Stock, which individual who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”"Series B Investor Nominee"), provided . (b) The Company will ensure that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer meetings of the Company, Board of Directors are held at least four (4) times each year at intervals of not more than four (4) months. The Company shall reimburse each Director for his or her reasonable travel and other reasonable expenses incurred in connection with attending meetings of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer Board of the Company from the Board if such person has not resigned Directors or otherwise in connection with his or her service as a member of the Board; Board of Directors. The Amended Charter and (ii) to elect such person’s replacement as Chief Executive Officer By-laws of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member will provide for exculpation and indemnification of the Board who would otherwise have been designated in accordance with Directors and limitations on the terms thereof shall instead be voted upon by all the Holders liability of the Company entitled Directors to vote thereon in accordance withthe fullest extent permitted under applicable state law, and pursuant tothe Company shall obtain and maintain reasonable and customary directors' and officers' liability insurance coverage of at least $3,000,000 and otherwise, on terms reasonably satisfactory to the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonInvestors.

Board Composition. Each Holder agrees to vote(a) From and after the date hereof, or cause and until the provisions of this Section 2 cease to be votedeffective, each Securityholder and Institutional Investor shall vote all of its Common Stock, Investor Shares owned by such Holder, or and other voting securities of the Company over which such Holder holder has voting control, from time to time control ("Subject Securities") and at shall take all times, other necessary or desirable actions within its control (in whatever manner its capacity as shall be necessary to ensure that at each annual a securityholder or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholdersstockholder and, subject to Section 5any fiduciary obligation owed by such Securityholder or Institutional Investor to the Company, in its capacity as a director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special Board and stockholder meetings), so that the following persons shall occur: (i) subject to the limitations contained in Section 2(a)(vi), there shall be elected to the Board: (a) As Board such number of representatives designated by Required Investor Approval as are necessary to result in the Series A Director, one person designated from time to time percentage representation by a majority Investor Designees on the Board equaling at least the Institutional Investors' percentage ownership of outstanding Common Stock of the holders Company arising out of their record ownership of (x) Preferred Shares (assuming the conversion of all outstanding shares of Series A B Preferred and Series C Preferred) and (y) shares of Common Stock (that have been issued on conversion of shares of Series B Preferred and Series C Preferred; provided, subject to the “Series A Designee”limitations contained in Section 2(a)(vi), for so long as 1,000,000 share in no event shall the initial number of Series A Preferred Stock are outstanding, which number is subject Investor Designees to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially Board be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇less than two (2); (bii) As the Common Stock Director, one person designated from time to time by a majority governing body of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer each of the Company, 's Subsidiaries (each a "Sub Board") shall have at least one Investor Designee; (iii) any committees of the Holders Board or a Sub Board (to the extent not yet created) shall promptly vote their respective Shares be created only upon Required Board Approval and each committee shall have at least one Investor Designee; (iiv) to remove the former Chief Executive Officer of the Company removal from the Board if such person has not resigned or a Sub Board or any committee thereof without cause of any Investor Designee shall be conditional on the Required Investor Approval; (v) in the event that any Investor Designee ceases to serve as a member of the Board or a Sub Board or any committee thereof during his term of office, the resulting vacancy on the Board or the Sub Board, and on each committee thereof, shall be filled by an Investor Designee; (vi) notwithstanding the provisions of Section 2(a)(i), the number of Investor Designees on the Board shall not exceed the whole number obtained by multiplying (A) the Institutional Investors' percentage ownership of outstanding Common Stock of the Company arising out of their record ownership of (x) Preferred Shares (assuming the conversion of all outstanding Series B Preferred and Series C Preferred) and (y) shares of Common Stock that have been issued on conversion of shares of Series B Preferred and Series C Preferred by (B) the total number of directors on the Board (it being understood that for purposes of determining the whole number, any decimal beginning with 0-4 shall be rounded down to the nearest whole number and any decimal beginning with 5-9 shall be rounded up to the nearest whole number); and (vii) in no event shall the number of directors on the Board be less than seven (7). (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending (i) the meetings of the Board, any Sub Board and any committee thereof and (ii) to elect such person’s replacement as Chief Executive Officer any other meetings at the request of the any Company as the new CEO Director. To the extent that or any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.its

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one One (1) person designated from time to time by a majority of Boston Seed Capital II, LP (“BSC II”) who shall be the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and. (b) One (1) person designated by the holders of a majority of the outstanding shares of Common Stock, which individual shall initially be Will Sacks. (c) The Company’s One (1) person who shall be the Chief Executive Officer, who as Officer of the date of this Agreement is ▇▇▇▇▇▇Company, which individual shall initially be ▇▇▇ ▇▇▇▇▇▇▇▇▇. (d) One (1) outside independent person designated by a majority of the Directors on the Board of Directors at the time of such nomination, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if ▇. The remaining Board seat shall remain vacant for any reason the CEO Director shall cease a designee to serve be appointed in a future financing or as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from otherwise appointed by the Board if such person has not resigned as a member of pursuant to the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO DirectorBylaws. To the extent that any of clauses (a) through (cd) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees (a) The composition of the Board shall be determined as follows: (1) the Noteholder Majority shall have the right to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting controldesignate, from time to time and at all timestime, in whatever manner as shall be necessary one (1) individual (the “Note Purchaser Director”) to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to occupy a position on the Board:, so long as the then outstanding Notes, Ordinary Shares, and Class B Ordinary Shares held by the Noteholder Majority represent (on an as-converted basis) at least 172,861 Ordinary Shares (as appropriately adjusted for share splits and similar events); (a2) As the Series A DirectorShare Purchaser Majority shall the right to designate, one person designated from time to time by a majority of the holders of Series A Preferred Stock time, one (1) individual (the “Series A DesigneeShare Purchaser Director” and with the Note Purchaser Director, the “Investor Directors”) to occupy a position on the Board; (3) the shareholders of the Company representing a majority in voting power of the Ordinary Shares shall have the right to designate, from time to time, all of the remaining directors on the Board (the “Ordinary Directors”), for so long numbering three or, if the Noteholder Majority or the Share Purchaser Majority is no longer entitled to designate the Note Purchaser Director or the Share Purchaser Director, four or five, as 1,000,000 share the case may be, provided that at least one of Series A Preferred Stock are outstandingthe Ordinary Directors shall be an independent director in that such director shall not be a Related Party or an employee of any Listco Group Company. For the purposes of this Section 2.2(a)(3) only, which number is subject to appropriate adjustment for the Ordinary Shares of the Company shall exclude the Ordinary Shares issued or issuable upon the conversion of any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;Class B Ordinary Shares. (b) As Each Group Company shall cause, and the Common Stock DirectorFounders, one person designated from time Techfaith BVI and Listco shall cause each Group Company to time by cause, (i) the WFOE to have a majority board of the holders of Common Stock directors or similar governing body (the “Common Stock DesigneesWFOE Board”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer the size of the Company as WFOE Board at all times be five (5) directors, and (iii) the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member composition of the WFOE Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by to at all the Holders times consist of the Company entitled to vote thereon in accordance with, and pursuant to, same persons as directors as those then on the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonBoard.

Board Composition. Each Holder agrees to vote(a) During the Director Period, the Designated Holders holding the Purchased Securities (acting together) may nominate one director if the total number of directors of the Company is eleven or cause less, and two directors if the total number of directors of the Company is twelve or more, to be votedelected or appointed to the Board (any such director, all Shares owned an “Investor Designee”); provided, however, that any Investor Designee must meet the Board Qualifications and be reasonably acceptable to the Board at the time of his or her designation. During the Director Period, at each meeting of the Company’s stockholders at which the appointment of directors is to be considered, the Board shall nominate the individual serving as such Investor Designee (or any individual subsequently designated by such HolderDesignated Holders to serve as the Investor Designee) for appointment or re-appointment, as the case may be, as a director, and use commercially reasonable efforts to cause the Investor Designee to be appointed or over which re-appointed, including providing the same level of support as is provided for other nominees. The Company shall use reasonable best efforts to cause each Investor Designee to be appointed to the Board (including voting all unrestricted proxies in favor of the election of such Holder has voting controlInvestor Designee and including recommending approval of such Investor Designee’s appointment to the Board) and shall not take any action designed to diminish the prospects of such Investor Designee(s) of being appointed to the Board. At each subsequent re-appointment of an Investor Designee, from time to time and at all times, in whatever manner as such Investor Designee shall be necessary assigned to ensure that a class with a full term of three (3) years. During the Director Period, the Board or the Company will not decrease the size of the Board if such decrease would require the resignation of the Investor Designee. The Investor’s rights pursuant to this Section 5 with respect to the Investor Designee shall not be transferable to any Third Party without the Company’s prior written consent. (b) Subject to any fiduciary obligations under applicable Law and the terms of this Section 5, effective as of the date hereof, the Board has appointed the Investor Designee as a Class III director of the Company for a term expiring at each the Company’s 2028 annual or special meeting of stockholders at which an election or upon such Investor Designee’s earlier death, disability, resignation, vacation of directors is held office or pursuant to any written consent removal (including removal by operation of Law). (c) At the end of the stockholders, subject to Section 5Director Period, the following persons Investor shall be elected cause the Investor Designee to tender to the Board:, as soon as practicable and in any event within five (5) days following the end of the Director Period, his or her resignation from the Board. (ad) As a condition to any appointment or nomination for appointment to the Series A DirectorBoard, one person designated from time to time by a majority each Investor Designee shall (i) meet the qualifications required of all directors of the holders of Series A Preferred Stock Company by the Company’s Nominating and Corporate Governance Committee (the “Series A DesigneeNCG Committee”) and the Board (the “Board Qualifications”), for so long (ii) meet the qualifications mandated by applicable Law, (iii) agree, in writing, to be bound by the terms and conditions of all of the Company’s policies applicable to its directors, to the extent required by the Company to be entered into by all directors, (iv) make such acknowledgements and enter into such agreements as 1,000,000 share the Company requires of Series A Preferred Stock are outstandingall directors, which number is subject including, without limitation, with respect to appropriate adjustment for any stock splitsconfidentiality, stock dividendsthe Company’s code of ethics, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇ policy and Section 16 reporting procedures, and (bv) As be able to dedicate sufficient time and resources for the Common Stock Director, one person designated from time to time by a majority diligent performance of the holders duties reasonably required of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board (the “Director Conditions”). The NCG Committee and the Board shall determine whether the Investor Designee has met the Board Qualifications in their reasonable and good faith discretion, applied in the same manner as the NCG Committee and the Board would consider any candidate for Board membership; provided, that, the Investor Designee may, if the Investor so desires, be an officer, director or employee of the Investor or its Affiliates. The Board or the NCG Committee will evaluate the Investor Designee for potential roles on the committees of the Board; , consistent with evaluations of other directors for such positions and subject to applicable Law and the listing rules and requirements of the Nasdaq Global Select Market. (e) If an Investor Designee resigns from the Board, is removed as a director of the Company in accordance with the Charter, or refuses or is unable to serve or fulfill his or her duties as a director because of death or disability, or otherwise vacates their office as a director, in each case prior to the expiration of the Director Period, the Designated Holders holding Purchased Securities (acting together) shall have the right to select a replacement Investor Designee, reasonably acceptable to the Board and subject to compliance with the Director Conditions, and shall provide the Company with the name of and relevant background information for such replacement Investor Designee. Subject to the terms of this Section 5, within twenty (20) days following receipt of such information and compliance with the Director Conditions, the Board will appoint such replacement Investor Designee to the Board to replace the departing Investor Designee to serve the remaining term of the departing Investor Designee, and the replacement Investor Designee shall be considered an Investor Designee for all purposes of this Section 5. (f) All confidential or proprietary information and data relating to the Company and its Affiliates provided by the Company to the Investor Designee shall be deemed confidential information and will be kept confidential and not disclosed to any Person outside of the Company. Notwithstanding the confidentiality obligations set forth in Section 5(d) and the foregoing, and subject to Section 9.16, the Investor Designee shall be permitted to disclose such confidential information to the executive officers and members of the board of directors (or equivalent governing body) of Investor and its Subsidiaries and their advisers (such as legal counsel) having a duty of confidentiality to the Investor, provided (i) such disclosure is made on a need-to-know basis solely for the purposes of, and to the extent necessary to, monitor and make decisions regarding the Investor’s investment in the Company, and (ii) that the Investor will be liable for any breach by any of such Persons of the confidentiality obligations applicable to elect the Investor Designee. Upon the resignation or removal of the Investor Designee from the Board and written request (including via email) from the Company, such person’s replacement as Chief Executive Officer Investor Designee shall either promptly (x) destroy all confidential information of the Company that he or she received in his or her capacity as a director in his or her possession or control and any copies thereof or (y) return to the new CEO Director. To Company all confidential information of the extent Company that he or she received in his or her capacity as a director in his or her possession or control and any copies thereof (but the Investor Designee need not purge electronic archives and backups created pursuant to bona fide document retention policies), and, in either case, confirm in writing (which may be via email) to the Company that all such material has been destroyed or returned, as applicable, in compliance with this Section 5. (g) If any Investor Designee is an employee of, or otherwise compensated by, the Investor or any of clauses (a) through (c) above its Affiliates, such Investor Designee shall not be applicableentitled to any compensation from the Company in connection with his or her role as a director or service on the Board or any committee. The Investor Designee will be entitled to reimbursement from the Company of out of pocket expenses in connection with his or her role as a director consistent with other directors on the Board. (h) Notwithstanding anything contained herein to the contrary, if the Board (or any member committee thereof) considers (i) a proposed contract, transaction or other arrangement between the Investor or any of its Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand, (ii) the enforcement or waiver of the rights of the Company or any of its Affiliates under any agreement between the Investor or any of its Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand, or (iii) a matter which the Board determines in good faith presents an actual or potential conflict of interest for the Investor Designee, then the Investor Designee will, if directed by the chairperson of the Board who would otherwise have been designated or the remaining directors, be excluded from participation in accordance with such Board or committee meeting (or portion thereof, as applicable) at which such matters are to be discussed, and the terms thereof shall instead Investor Designee will not be voted upon by all the Holders entitled to receive copies of the materials or other documents relating to such matter or meeting (or portion thereof, as applicable). (i) The Company entitled to vote thereon in accordance withacknowledges that the current Investor Designee is, and each future Investor Designee will be (from the date such future Investor Designee is appointed pursuant to, the Restated Certificate. For purposes of to this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectivelySection 5), a “Person”) beneficiary to the Company’s directors’ and officers’ liability insurance policy then in effect and shall be deemed an “Affiliate” provide all other contractual or insurance director liability or indemnification coverage provided to other members of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonBoard.

Board Composition. Each Holder Securityholder agrees to vote, or cause to be voted, all Voting Shares owned by such HolderSecurityholder, or over which such Holder Securityholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the BoardCorporation Board of Directors and it is further agreed that the LLC Board of Directors shall consist of the same individuals as serve on the Corporation Board of Directors: (a) As the Series A Director, one person Two persons designated from time to time by a majority of the holders of Series A Preferred Stock UPMC (the “Series A DesigneeUPMC Designees”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual individuals shall initially be ▇▇. ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇;, for so long as such Securityholder continues to be a Major Investor. (b) As the Common Stock Director, one person Two persons designated from time to time by a majority of the holders of Common Stock ABCO (the “Common Stock ABCO Designees”), one of which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and the other individual shall initially be undesignated, for so long as such Securityholder continues to be a Major Investor. (c) The LLC’s Chief Executive Officer at the time in office, who shall initially be ▇▇▇▇▇ M.D. ▇▇▇▇▇▇▇▇ (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the CompanyLLC, each of the Holders Securityholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company LLC from the Corporation Board of Directors (and such individual shall also be concurrently removed from the LLC Board of Directors) if such person has not resigned as a member of the Board; Corporation Board of Directors (and the LLC Board of Directors) and (ii) to elect such person’s replacement as Chief Executive Officer of the Company LLC as the new CEO Director. (d) Two person designated by TPG (the “TPG Designees” and, together with the UPMC Designees and the ABCO Designees, the “Designees”), one of which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇ and the other individual shall initially be undesignated, for so long as such Securityholder continues to be a Major Investor. To Within twelve (12) months of the extent date hereof, the Significant Securityholders agree to consider an amendment of the size and/or composition of the Corporation Board of Directors and the LLC Board of Directors to include independent directors, by either (i) replacing current members of the Corporation Board of Directors and the LLC Board of Directors (in which case such independent director shall be appointed by the party that any appointed the director being replaced) or (ii) increasing the size of clauses the Corporation Board of Directors and the LLC Board of Directors to no more than ten member (a) through (c) above in which case each such additional independent director shall not be applicablemutually agreed upon by the Significant Securityholders); provided, however, that except as otherwise agreed to by each Significant Securityholder, any member change to the Corporation Board of Directors shall apply equally to the LLC Board of Directors, and vice versa such that the members of the Corporation Board who would otherwise have been designated in accordance with of Directors are the terms thereof shall instead be voted upon by all same as the Holders members of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateLLC Board of Directors. For purposes avoidance of doubt, nothing in this Agreement, paragraph should be read to impose an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” affirmative obligation on the Significant Securityholders to agree to amend the size and/or composition of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee either Board of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonDirectors.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares Capital Stock owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons Persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. Officer (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares shares of Capital Stock (i) to remove the former Chief Executive Officer of the Company from the Board if such person Person has not resigned as a member of the Board; Board and (ii) to elect such personPerson’s replacement as Chief Executive Officer of the Company as the new CEO Director, which individual shall initially be ▇▇▇▇ ▇. ▇▇▇▇▇▇▇. (b) Two individuals designated by the holders of the Series B Preferred Stock (the “Series B Directors”) as follows: (i) For so long as ▇▇▇▇▇▇▇▇ Ventures, LLC (“EV”) or its Affiliates holds at least five percent (5%) of the issued and outstanding shares of Series B Preferred Stock, EV shall have the right to designate one individual (the “EV Director”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇. (ii) For so long as RA Capital Healthcare Fund, LP (“RA Capital”) or its Affiliates holds at least five percent (5%) of the outstanding shares of Series B Preferred Stock, RA Capital shall have the right to designate one individual (the “RA Capital Director”), which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇. (c) Two individuals designated by the holders of the Series A Preferred Stock (the “Series A/B Directors” and together with the Series B Directors, the “Preferred Directors”) as follows: (i) for so long as MedImmune Ventures, Inc. or its Affiliates (“MEVE”) holds at least five percent (5%) of the outstanding shares of Series A Preferred Stock, MEVE shall have the right to designate one individual (the “MEVE Director”), which individual shall initially be ▇▇▇ ▇▇▇▇▇▇, M.D.; (ii) for so long as Hatteras Venture Partners IV SBIC, L.P. or its Affiliates (“Hatteras”) holds at least five percent (5%) of the outstanding shares of Series A Preferred Stock, Hatteras shall have the right to designate one individual (the “HVP Director”), which individual shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Ph.D. (d) One individual who shall be an independent outsider who is not an employee, officer, stockholder or otherwise an Affiliate of the Company or any Investor, designated by a majority of the Board (including at least one of the Series B Directors) and elected by the holders of a majority of the capital stock of the Company voting together as a single class on an as converted to Common Stock basis, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇ (the “Independent Director”). The Independent Director shall serve initially as the Chairman of the Board. To the extent that any of clauses (a) through (cd) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personthereon.

Board Composition. Each Holder agrees (a) Shareholders holding 62.5% of the outstanding Insmed Common Stock and Insmed Preferred Stock (on an as converted to voteInsmed Common Stock basis assuming the Shareholder Approval) then held by all Shareholders (the “Designating Shareholders”), or cause shall have the right to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time nominate for election to time and the Board one (1) director (the “Designee”) at all times, in whatever manner as shall be necessary to ensure that at each the first annual or special meeting of stockholders shareholders of Insmed after the Effective Time at which an the Company Nominee (as defined in the Merger Agreement) or any director appointed to replace such Company Nominee is subject to election and at any subsequent annual or special meeting of directors shareholders of Insmed at which such Designee or any director appointed to replace such Designee is held subject to election, and Insmed shall, at any such annual or pursuant to any written consent special meeting of the stockholdersshareholders of Insmed, subject to the fulfillment of the requirements set forth in Section 52.1(b), nominate the Designee for election to the Board and use commercially reasonable efforts to cause the Designee to be elected as a director of the Board. Notwithstanding the foregoing in this Section 2.1(a), the following persons Designating Shareholders shall be elected cease to have any right to nominate the Designee for election to the Board: Board following the earliest of (ai) As the Series A Directorfive (5) year anniversary Effective Time, one person designated from time to time by a majority (ii) the conversion of the Insmed Preferred Stock into Insmed Common Stock and (iii) such time that the Shareholders and their Affiliates (including any limited partners, members or other similar equity holders of Series A the forgoing that receive Insmed Preferred Stock or Common Stock as a distribution pursuant to such holder’s limited partnership agreement, limited liability company agreement, operating agreement or similar governing document) collectively no longer hold at least 6,484,705 shares of Insmed Common Stock issued pursuant to the Merger and at least 22,936,473 shares of Insmed Preferred Stock issued pursuant to the Merger (the “Series A DesigneeMinimum Share Amount”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment provided that the Minimum Share Amount shall be appropriately adjusted for any stock dividends, splits, stock dividendsreverse splits, combinations, combinations recapitalizations and the likelike occurring after the date of this Agreement. (b) Any designee for election to the Board in accordance with this Section 2 shall (i) be reasonably acceptable to the Board and the Board’s Corporate Governance Committee (the “Governance Committee”), which individual shall initially be ▇▇. ▇it being agreed that ▇▇▇▇▇▇ ▇▇▇▇▇▇; , ▇▇. is so acceptable, and (bii) As the Common Stock Director, one person designated shall comply in all respects with Insmed’s corporate governance guidelines and Insmed’s code of business conduct and ethics as in effect from time to time time. The Designating Shareholders shall notify Insmed of any proposed Designee in writing no later than the latest date on which shareholders of Insmed may make nominations to the Board in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to Insmed by a majority the Bylaws then in effect and such other information reasonably requested by Insmed; provided that in each such case, all such information is generally required to be delivered to Insmed by the other outside directors of the holders of Common Stock Insmed (the “Common Stock DesigneesNominee Disclosure Information”); provided, which individual further that in the event the Designating Shareholders fail to provide any such notice, the Designee shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andthe Person then serving as the Designee as long as the Designating Shareholders provide the Nominee Disclosure Information to Insmed promptly upon request by Insmed. (c) The Company’s Chief Executive OfficerFor so long as the Designated Shareholders shall have the right to nominate the Designee for election to the Board, who as Insmed shall invite a representative of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease Designated Shareholders to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member attend all meetings of the Board who would otherwise have been designated in accordance a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that Insmed reserves the terms right to withhold any information and to exclude such representative from any meeting or portion thereof shall instead be voted upon by all if access to such information or attendance at such meeting could adversely affect the Holders of the Company entitled to vote thereon in accordance with, attorney-client privilege between Insmed and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personits counsel.

Board Composition. Each Holder agrees to vote, or cause From and after the date of this Agreement and until the provisions of this Section 2 cease to be votedeffective, each Stockholder will vote all of such Stockholder's Stockholder Shares owned by such Holder, or and any other voting securities of the Company over which such Holder Stockholder has voting controlcontrol and will take all other necessary or desirable actions within such Stockholders control ((x) whether in such Stockholder's capacity as a voting trustee, stockholder, director, member of a board committee or officer of the Company or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings, and (y) but excluding conversion of shares or exercise of options or warrants), and the Company will take all necessary and desirable actions within its control (including calling special meetings of the Board or any Sub Board or the stockholders of the Company or any Subsidiary), so that: (a) at an annual meeting of the stockholders of the Company to be held within 30 days after the date of this Agreement (or pursuant to written consent in lieu of such a meeting), and from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholdersthereafter, subject to Section 2.1(j), the authorized number of directors comprising the Board will be established at five (5) directors; (b) at an annual meeting of the stockholders of the Company to be held within 30 days after the date of this Agreement (or pursuant to written consent in lieu of such a meeting), and from time to time thereafter, the following persons shall be elected to the Board: (ai) As one representative designated by the Series A Director, one person designated from time to time by holders of a majority of the holders of Series A Preferred Voting Trust Underlying Common Stock (the “Series A Designee”"Voting Trust Director"), for so long as 1,000,000 share who at any time shall not be an Affiliate of Series A Preferred Stock are outstandingABRY or ABRY/CIP (and by his execution and delivery of this Agreement, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be Voting Trustee hereby designates ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ as the initial Voting Trust Director); (ii) one representative designated by the holders of a majority of the BFC Underlying Common Stock (the "BFC Director"), who initially shall be ▇▇▇▇▇ ▇▇▇▇▇; (biii) As one representative designated by LRW (the Common Stock "Executive Director"), who initially shall be LRW; (iv) one person representative designated from time to time by the holders of a majority of the holders of Endeavour Underlying Common Stock (the “Common Stock Designees”"Endeavour Director"), which individual who initially shall initially be ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇; and (cv) The Company’s Chief Executive Officer, who as one representative designated by the holders of a majority of the date of this Agreement is ▇▇▇Snider Underlying Common Stock (the "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. Director"); (c) the “CEO composition of the board of directors of each of the Company's subsidiaries (a "Sub Board") will be the same as that of the Board (provided that, in addition to the individuals who are then members of the Board, from time to time as may be required by the articles or certificate of incorporation of Citadel the members of the board of directors of Citadel will also include up to two individuals elected by the holders of Exchangeable Preferred Stock as provided in such articles or certificate of incorporation); (d) any committees of the Board or a Sub Board will be created only upon the approval of a majority of the members of the Board; (e) the Company shall have a Compensation Committee and it will consist of three Board members, comprised of (i) the Voting Trust Director”, (ii) the BFC Director, and (iii) the Endeavour Director; (f) the removal from the Board or a Sub Board (with or without cause) of any representative designated pursuant to Section 2.1(b)(i), provided 2.1(b)(ii), 2.1(b)(iii), 2.1(b)(iv) or 2.1(b)(v) will be at the written request of the Person(s) entitled to designate directors under each such respective provision, but only upon such written request and under no other circumstances; (g) in the event that if any representative designated pursuant to Section 2.1(b)(i), 2.1(b)(ii), 2.1(b)(iii), 2.1(b)(iv), or 2.1(b)(v) for any reason the CEO Director shall cease ceases to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; Board or a Sub Board during his or her term of office, the resulting vacancy on the Board or the Sub Board will be filled by a representative designated by the Person(s) and in the manner described in such respective Section; (iih) to elect such person’s replacement for so long as Chief Executive Officer LRW either is employed by the Company or holds not fewer than 5% of the Company as Stockholder Shares then outstanding, he shall have the new CEO Director. To rights set forth in Section 2.1(b)(iii); (i) the extent that any election of clauses (aan individual to fill the directorship described in Section 2.1(b)(iii) through (cif LRW is not entitled to designate the individual to fill such directorship by reason of Section 2.1(h) above shall not thereafter will be applicable, any member of the Board who would otherwise have been designated accomplished in accordance with the terms thereof shall instead be voted upon Company's or the applicable Subsidiary's bylaws and applicable law; and (j) notwithstanding Section 2.1(a), by all the Holders action of the Company entitled majority of the members of the Board, the number of members of the Board may be increased by up to vote thereon two (i.e., to seven (7)), and the election of individuals to occupy such additional Board seat(s), and to remove or replace any individual so elected, will be effected in accordance withwith the Company's certificate of incorporation and by-laws and applicable law, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Personeach as in effect from time to time.

Board Composition. (a) Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders of the Company at which an election of directors is held or pursuant to any written consent of the stockholdersstockholders of the Company, subject to Section 5, for the following persons shall to be elected to the BoardBoard and for the Chairman to be elected or appointed as follows: (ai) As the Series A Director, one person Three (3) individuals designated from time to time by a majority of the holders of Series A Preferred Stock Markham (the “Series A DesigneeMarkham Designees”), for so long as 1,000,000 share Markham and its Affiliates continue to own beneficially at least thirty percent (30%) of Series A Preferred Stock are outstandingthe outstanding shares of Common Stock, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders outstanding shares of Common Stock shall be deemed to include all shares of Common Stock issuable upon conversion of Series D Preferred held by Markham and its Affiliates. (ii) Three (3) individuals designated by Orogen (the “Common Stock Orogen Designees”), for so long as Orogen and its Affiliates continue to own beneficially at least thirty percent (30%) of the outstanding shares of Common Stock, which individual outstanding shares of Common Stock shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; anddeemed to include all shares of Common Stock issuable upon conversion of Series D Preferred held by Orogen or its Affiliates. (ciii) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided provided, however, that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To . (iv) For so long as ▇▇▇▇ ▇▇▇▇▇▇▇ is an Orogen Designee to the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant toBoard, the Restated Certificate. For purposes Stockholders shall by affirmative vote or written consent cause ▇▇▇▇ ▇▇▇▇▇▇▇ to be designated as the Chairman, or shall cause their respective Board designees to so elect ▇▇▇▇ ▇▇▇▇▇▇▇ as Chairman, in each case for a period of two years from the date this Section 3 becomes applicable as provided in the introductory paragraph of this AgreementSection 3. Thereafter, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) the Stockholders shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Personcause, or any venture capital fund shall cause their respective Board designees to cause, the Chairman to be a Board member approved by prior vote or registered investment company now or hereafter existing that is controlled by one (1) written consent of two-thirds or more general partners, managing members of Share Voting Power (which Chairman may include ▇▇▇▇ ▇▇▇▇▇▇▇) and for such Chairman to be elected or investment advisers of, or shares the same management company or investment adviser with, such Personappointed for a one-year term.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A first Preferred Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock Neglected Climate Opportunities LLC and its Affiliates (the as defined below) (“Series A DesigneeNCO”), for so long as 1,000,000 share such Stockholder and its Affiliates continue to own beneficially an aggregate of Series A at least 2,000 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock are outstandingStock), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇ ▇▇▇▇▇; and (b) As the second Preferred Director, one person designated from time to time by Tripple Extension Unit Trust and its Affiliates (as defined below) (“Tripple”), for so long as such Stockholder and its Affiliates continue to own beneficially an aggregate of at least 600 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;▇; and (bc) As the Common Stock DirectorDirectors, (i) one person designated from time to time by the holders of a majority of the holders of Common Stock (the “Common Stock Designees”)outstanding, which individual shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and , and (cii) The the Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (d) As the Independent Director, one individual not otherwise an Affiliate of the Company or of any Investor who is designated from time to time by the Common Directors, with approval from NCO, who shall initially be vacant. To the extent that any of clauses clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders Stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. (a) Each Holder Stockholder agrees to vote, or cause to be voted, all of the Shares entitled to vote owned by such HolderStockholder, or over which Stockholder has voting control, from time to time and at all times, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders that each of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and W▇▇▇▇▇▇ ▇▇▇▇▇ shall be elected to the Board. Upon the resignation or removal of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, or any successor of either, from the Board, W▇▇▇▇▇▇ ▇▇▇▇▇ shall have the right to designate the individual to replace M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, or either’s successor, respectively, as a replacement director, and if the successor named by W▇▇▇▇▇▇ ▇▇▇▇▇ has similar experience and qualifications and is reasonably acceptable to the Series D Majority, then each Stockholder agrees to vote, or cause to be voted, all of the Shares entitled to vote owned by such Holder Stockholder, or over which Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders such successor shall be elected to the Board. (b) Following receipt by the Company of written notice from a Series D Majority that they have affirmatively elected to exercise their rights under this Section 1.2 to designate directors to serve on the Board (an “Election Notice”), which such Election Notice shall be promptly forwarded by the Company to each Stockholder upon receipt thereof, each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to (i) increase the size of the Board to up to five (5) directors and (ii) ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject up to Section 5, two (2) individual persons designated by the following persons Series D Majority shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as (a) The Company shall be necessary to ensure that at governed by a Board of Directors. The Board shall be the highest authority of the Company, responsible for the overall direction, supervision and management of the Company. (b) The Board shall comprise of five (5) directors (each annual or special meeting of stockholders at which an election of directors a “Director”), except as otherwise is held or pursuant to any mutually agreed by the written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇each Shareholder. ▇▇The Shareholders agree that ▇▇▇▇▇ shall have the right to appoint three (3) directors (the “▇▇▇▇▇ Directors”) and Party A shall have the right to appoint two (2) directors (the “GNC Directors”). The ▇▇; (b) As ▇▇▇ Directors and the Common Stock DirectorGNC Directors serving on the Board shall also serve on, and each Shareholder agrees to appoint such persons to, the board of the HK Company. Each Director shall be required to have relevant qualifications, background and financial, inventory, management, commercial and other experience with respect to the Business. Party A and ▇▇▇▇▇ shall consult with one person designated from time another in good faith regarding the selection of Directors to time be appointed to the Board. The Chairman of the Board shall be appointed by action of the Board upon the affirmative vote of a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andDirectors. (c) The Company’s Chief Executive Officer, who as right of appointment conferred on the appointer(s) under Section 3.1(b) shall include the right of the date appointer(s) to remove at any time from office such person appointed by such appointer(s) as a Director and the right of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”appointer(s) at any time to replace any Director appointed by such appointer(s), provided that if for any reason subject always to the CEO provisions of Section 3.1(b). (d) Each appointment or removal of a Director pursuant to Sections 3.1(b) and 3.1(c) shall cease be in writing and signed by or on behalf of the appointer(s) and shall be delivered to serve as the Chief Executive Officer registered office of the Company. (e) Each Director shall, each of subject to his fiduciary duties and appropriate confidentiality undertakings by the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not appointer, be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, disclose to his appointer such information concerning the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonGroup as he thinks fit.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A DirectorFour persons designated by Velocitas Partners, one person designated from time to time by a majority of the holders of Series A Preferred Stock LLC (the “Series A DesigneeVelocitas”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual individuals shall initially be ▇▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;, so long as Velocitas, together with its Affiliates, continues to beneficially own, on a fully-diluted as-converted and as-exercised basis, a number of shares of Common Stock equal to at least fifty percent (50%) of the sum of the aggregate number (as adjusted for all stock splits, dividends, combinations, recapitalizations and the like) of shares of Common Stock (i) acquired by Velocitas and its Affiliates under the Purchase Agreement that are designated as Assignment Shares, (ii) issuable upon conversion of the Warrant acquired by Velocitas pursuant to the Purchase Agreement and (iii) upon conversion of the Notes issued to Velocitas pursuant to the Purchase Agreement; provided, that, in the event that the total number of directors comprising the Board is increased to more than six (6) directors, then subject to the required ownership threshold set forth above, Velocitas shall be entitled to appoint an additional number of directors such that the total number of directors appointed by Velocitas, after giving effect to such increase of number of directors, equals the sum of one and the number of directors comprising a majority of the total number of authorized directors; and (b) As One person designated by the investor or group of investors (other than Velocitas and its Affiliates) that purchase either Series B Preferred Stock pursuant to the Purchase Agreement or Common Stock Directorin the Private Placement (as defined in the Purchase Agreement) or pursuant to the BackStop Agreement (as defined in the Purchase Agreement) with an aggregate gross purchase price of at least one million dollars ($1,000,000.00) (the “Major Investor”), one person designated from time for so long as such Major Investor, together with its Affiliates, continues to time by beneficially own, on a majority fully-diluted as-converted and as-exercised basis, a number of shares of Common Stock equal to at least fifty percent (50%) of the holders aggregate number (as adjusted for all stock splits, dividends, combinations, recapitalizations and the like) of shares of Common Stock (the “including shares of Common Stock Designees”)issued or issuable upon conversion of the Series B Preferred Stock) acquired by the Major Investor and its Affiliates collectively under the Purchase Agreement, which individual in the Private Placement or pursuant to the BackStop Agreement, as applicable; provided, that, in the event, that no Major Investor is entitled to designate a member of the Board as of the expiration of the Put Option (as defined in the BackStop Agreement) in accordance with the terms and conditions of the BackStop Agreement, then the remaining members of Board shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇entitled to cause an “independent director” under Rule 303A.02 of the NYSE Listed Company Manual or NASDAQ Marketplace Rule 4200a(15) to be named as a member of the Board promptly following such date; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (“▇▇. ▇▇▇▇▇”) or one person appointed by ▇▇. ▇▇▇▇▇, for so long as ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ M.D. ▇. ▇▇▇▇▇, Hero Nominees, Centric Capital Ventures LLC and their Affiliates (collectively, the “CEO DirectorSacks Affiliates”)) continue to beneficially own, provided that if for any reason the CEO Director shall cease on a fully-diluted as-converted and as-exercised basis, a number of shares of Common Stock equal to serve as the Chief Executive Officer at least fifty percent (50%) of the Companyaggregate number (as adjusted for all stock splits, each dividends, combinations, recapitalizations and the like) of shares of Common Stock owned by the Sacks Affiliates as of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Directordate hereof. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateArticles. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to vote(a) The Board shall consist of a number of Directors determined in accordance with the Charter, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Boardcomposed as follows: (ai) As the Series A Director, one person designated from time to time by a majority Chief Executive Officer of the holders Company; (ii) the Class C Director (if any shares of Series A Preferred Class C Stock are issued and outstanding) in accordance with the Charter; (the “Series A Designee”), iii) for so long as 1,000,000 share of Series A Preferred Stock are outstandingany Katzenberg Stockholder shall be a Principal Holder, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be one indivi▇▇. ▇▇ ▇▇▇▇▇nated for election to the Board by the Katzenberg Stockholders (the "JK Designee"); provided, however, that ▇▇▇ so long as Jeffrey Katzenberg shall be the Chief Executive Officer of the ▇▇▇▇▇▇▇ ▇▇▇ ▇ ▇▇▇▇ector, he shall be deemed to be the JK Designee; (iv) for so long as any Geffen Stockholder shall be a Principal Holder, one individual designated for election to the Board by the Geffen Stockholders (the "DG Designee"); and (v) such number of individuals selected by the Nominating and Corporate Governance Committee (or, in the event of any vacancy in the office of Director as a result of a vote or action of the Stockholders (as defined below) pursuant to the second proviso to Section 2.03(b), then as selected in accordance with the second sentence of Section 2.03(c)) for nomination to the Board as shall bring the total number of designees and nominees pursuant to this Section 2.03(a) to the number of Directors that constitute the "entire Board" (as defined in the Charter, but subject to any rights of holders of Preferred Stock (as defined in the Charter) to elect additional Directors under specified circumstances); provided, however, that at all times following the first anniversary of the listing of the Class A Stock on a national securities exchange a sufficient number of the Director-nominees nominated by the Nominating and Corporate Governance Committee shall qualify as Independent Directors so that a majority of the Board shall be Independent Directors as required by the By-laws; provided further, however, that the holder of the Class C Stock shall not be restricted from nominating, electing or maintaining a Class C Director who is determined by the Board not to be an Independent Director. (b) As Each of Holdco, the Common Stock DirectorKatzenberg Stockholders, one person designated from time to time by a majority of the holders of Common Stock (Geffen Stockholders and the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇Vulcan Stoc▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (collectively, the “CEO Director”), provided that if for any reason the CEO Director shall cease "Stockholders") agrees to serve as the Chief Executive Officer vote or act by written consent with respect to (or cause to be voted or acted upon by written consent) all shares of Common Stock then held of record by such Stockholder (x) in favor of the Company, each of the Holders shall promptly vote their respective Shares (i) election to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been those individuals designated or nominated in accordance with Section 2.03(a) and (y) against the terms thereof shall instead be voted upon by all election to the Holders Board of the Company entitled to vote thereon any individual not designated or nominated in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to vote, or cause From and after the date hereof and until the provisions of this ‎Section 1 cease to be votedeffective or are amended in accordance with the provisions of ‎Section 9 hereof, each holder of Stockholder Shares shall vote all Shares owned by of the securities of the Company that such Holderholder beneficially owns (as such term is defined in SEC Rule 13d-3) and shall take all other necessary or desirable actions within his, her or over which such Holder has voting its control, whether in his, her or its capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings (and shall refrain from time taking any action the purpose of which is to time frustrate the purposes of this Section 1A), and at the Company shall take all timesnecessary or desirable actions within its control, in whatever manner as including calling special board and stockholder meetings, so that: (i) the authorized number of directors shall be necessary to ensure that established and maintained at each annual or special meeting seven (7), with six (6) directors elected by the holders of stockholders at which an election of directors is held or pursuant to any written consent a majority of the stockholdersissued and outstanding Common Stock, subject to Section 5voting as a separate class (each, a "Common Director") and one (1) director elected by the holders of a majority of the issued and outstanding shares of Series A convertible preferred stock of the Company (the "Series A Preferred Stock"), voting as a separate class on an as-converted basis; (ii) the following five (5) persons shall be nominated and elected to the BoardBoard as Common Directors: (a) As the Series A Directortwo (2) representatives designated by NRV (each, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the an “Series A NRV Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual who initially shall initially be W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and R▇▇▇▇ ▇▇▇▇; (b) two (2) representatives designated by the Majority A▇▇▇▇▇ Stockholders (each, an “A▇▇▇▇▇ Designee”), who initially shall be D▇. ▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇ and Dr. J▇▇ ▇▇▇▇▇▇▇▇▇New; and (c) The Company’s Chief Executive Officerone (1) independent representative designated by the Board (the "Neurotrope Designee"), who which designee has not been determined as of the date of this Agreement is ▇▇▇▇Agreement; and (iii) subject to the provisions of applicable law, no NRV Designee, A▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director Designee or Neurotrope Designee shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company be removed from the Board if unless such person has not resigned as a member of removal is requested in writing by the Board; and (ii) to elect party that designated such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Persondesignee.

Board Composition. Each Holder Stockholder agrees to votevote all of his, her or cause to be voted, all its Shares owned by such Holder, or having voting power (and any other Shares over which such Holder has he, she or it exercises voting control, from time to time and at all times), in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an connection with the election of directors is held or pursuant Directors and to any written consent of the stockholderstake such other actions as are necessary so as to, subject to this Section 56.1, fix the following persons shall be elected number of Directors at seven (7) and to elect and continue in office as Directors the Boardfollowing: (a) As the Series A DirectorFor so long as ARCH holds any Shares, one person designated from time to time by a majority of the holders of Series A Preferred Stock (1) Person (the “Series A DesigneeARCH Nominee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding) nominated by ARCH, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual ARCH Nominee shall initially be ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇; (b) For so long as Razor’s Edge holds any Shares, one (1) Person (the “Razor’s Edge Nominee”) nominated by Razor’s Edge, which Razor’s Edge Nominee shall initially be ▇▇▇▇ ▇▇▇▇▇; (c) For so long as Northpond holds any Shares, one (1) Person (the “Northpond Nominee,” and, collectively with the ARCH Nominee and the Razor’s Edge Nominee, the “Preferred Directors”) nominated by Northpond, which Northpond Nominee shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇; (d) One (1) Person (the “Founder Nominee”) nominated by the Founders holding a majority of vested shares of Common Stock held by the Founders voting together as a single class, which Founder Nominee shall initially be J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (be) As One (1) Person (the “Founder Independent Nominee”), who shall be an outside independent director with industry expertise, to be nominated by the Founders holding a majority of vested shares of Common Stock Director, one person designated from time to time held by the Founders and agreed upon by a majority of the holders of Common Stock (other Directors, including all the “Common Stock Designees”)Preferred Directors, which individual Founder Independent Nominee shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and; (cf) The Company’s Chief Executive OfficerOne (1) Person (the “Preferred Independent Nominee”, collectively with the Founder Independent Nominee, the “Independent Nominees”), who shall be an outside independent director with industry expertise, to be nominated by the holders of a majority of shares of Series C Preferred Stock and Series D Preferred Stock, voting together as a single class, and agreed upon by a majority of the date of this Agreement is ▇▇other Directors, including all the Preferred Directors, which Preferred Independent Nominee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; and (g) The chief executive officer of the Company then-in-office, who shall initially be ▇▇▇▇▇ M.D. ▇▇▇▇▇ (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer chief executive officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer chief executive officer of the Company from the Board of Directors if such person has not resigned as a member of the BoardBoard of Directors; and (ii) to elect such person’s replacement as Chief Executive Officer chief executive officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant pursu­ant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: : (a) As the The Series A B Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, for so long as any shares of Series B Preferred are outstanding. (b) Of the four remaining Board positions, beginning thirty (30) days after the closing of the Purchase Agreement, at least two of the persons appointed to such positions will meet the requirements of an “independent director” in accordance with the NASDAQ Global Market’s requirements for independent director. One of those “independent directors” will initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇. Until the other initial “independent director” is selected, ▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director ▇. ▇▇▇▇▇▇ shall cease to serve as the Chief Executive Officer fifth director, and he agrees to resign when the second initial “independent director” is selected. The holders of Common Stock and the then-outstanding Series B Preferred Stock, voting together as a single class on an as-if-converted to Common Stock basis, shall be entitled to elect such four members of the Board at each meeting or pursuant to each consent of the Company, each ’s stockholders for the election of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Directordirectors. To the extent that any either of clauses (a) through (cb) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CertificateCompany’s articles of incorporation. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited lim­ited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each The Board or designated committee thereof shall nominate or cause to be nominated individuals to serve as directors in accordance with the designations in this Section 4.2. In addition, each Holder agrees to vote, or cause to be voted, or execute one or more written consents representing, all Shares owned of record or beneficially by such Holder, or otherwise over which such Holder has voting controlauthority, from time and take, or cause to time and at be taken, all timesother Necessary Action, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject in each case that includes as a matter to be acted upon by the stockholders the election of directors (including, without limitation, the filling of a vacancy existing on the Board), or following the designation of any individual to serve as the Non-Onex Designee in accordance with Section 54.5, the following persons shall be elected to the Board: (a) As For so long as the Series A DirectorOnex Stockholders continue to own beneficially at least ten percent (10%) of the then outstanding Shares, one person (1) individual designated from time to time by a majority of the holders of Series A Preferred Stock Onex Stockholders (the “Series A Non-Independent Onex Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the likewho need not be an Independent Director, which individual shall initially be ▇▇. ▇ ▇▇▇▇▇▇▇▇▇; (b) For so long as the Onex Stockholders continue to own beneficially at least twenty percent (20%) of the then outstanding Shares, one (1) additional individual designated by the Onex Stockholders (the “First Independent Onex Designee”), who shall be an Independent Director, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇; provided that to the extent ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ shall no longer be the CEO Director, the First Independent Onex Designee need not qualify as an Independent Director as defined herein; (bc) As For so long as the Common Stock DirectorOnex Stockholders continue to own beneficially at least thirty percent (30%) of the then outstanding Shares, one person (1) additional individual designated from time to time by a majority of the holders of Common Stock Onex Stockholders (the “Common Stock Second Independent Onex Designee” and together with the First Independent Onex Designee, the “Onex Independent Designees”), who shall be an Independent Director, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (d) For so long as the Onex Stockholders continue to own beneficially at least twenty percent (20%) of the then outstanding Shares, one (1) individual designated by the Non-Onex Holders in accordance with Section 4.5 (the “Non-Onex Designee”), who shall be an Independent Director, which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇; and (ce) The Company’s then serving Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, the Company shall seek to obtain the immediate resignation of the CEO Director as a director of the Company contemporaneously with such CEO Director’s termination of service to the Company as its Chief Executive Officer. In the event such resignation is not effective within ten (10) days of such termination of service, the Company shall call a special meeting of stockholders or seek the written consents of stockholders, in each case to approve or consent to the removal of the CEO Director with or without cause. In connection with any such meeting or written consent, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not previously resigned as a member of the Board; director and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. Any employment agreement between the Company and the Chief Executive Officer of the Company shall contain a requirement that the Chief Executive Officer of the Company resign as the CEO Director contemporaneous with termination of his service as the Chief Executive Officer of the Company. Notwithstanding anything to the contrary in the foregoing, an individual who formerly served as the CEO Director and/or Chief Executive Office of the Company may be nominated, designated, and/or elected as a director of the Company (other than the CEO Director) in accordance with this Section 4.2. To the extent that a Person or group ceases to have the right to designate a director pursuant to any of clauses (a) through (cd) above shall not be applicableabove, any the member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes Certificate of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonIncorporation.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As For so long as FinTech Venture Fund, LLLP, and/or its Affiliates (collectively the “FinTech Group”) hold at least ten percent (10%) of the Series A Preferred Stock which the FinTech Group purchased pursuant to the Series A Purchase Agreement (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), one individual nominated by the FinTech Group (the “FinTech Designee”) shall be elected to serve as the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual who shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who For so long as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, MDO Ventures JS LLC, and/or their Affiliates (collectively the “▇▇▇▇▇▇▇ Group”) hold at least ten percent (10%) of the Series Seed Preferred Stock which the ▇▇▇▇▇▇▇ Group purchased pursuant to the Series Seed Purchase Agreement (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), one individual nominated by the ▇▇▇▇▇▇▇ Group (the “▇▇▇▇▇▇▇ Designee”) shall be elected to serve as the Series Seed Director, who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ M.D. ; (c) One (1) individual (the “CEO DirectorCommon Stock Board Designee”), provided that if for any reason designated from time to time in a writing delivered to the CEO Director Company and signed by holders of Common Stock who, at the time in question, hold a majority of the issued and outstanding shares of Common Stock, shall cease be elected to serve as a Common Director; (d) One (1) individual (the Chief Executive Officer “Key Holder Board Designee”), designated from time to time in a writing delivered to the Company and signed by the Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock representing a majority of the Company, each voting power of the all issued and outstanding shares of Common Stock then held by all Key Holders shall promptly vote their respective Shares (i) who are then providing services to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as employees, shall be elected to serve as a Common Director; provided, however, that the new CEO Directorright of the Key Holders to designate the Key Holder Board Designee shall automatically terminate if the Key Holders hold, in the aggregate, less than five percent (5%) of the outstanding shares of Common Stock on an as-converted basis (including shares of Common Stock issuable upon conversion or exercise of the Shares, outstanding options, warrants and other convertible or exercisable securities) and no Key Holder is then providing services to the Company as an employee; and (e) Two (2) individuals that are determined by the other members of the Board of Directors to be “independent” after consideration of applicable factors and legal requirements (including, but not limited to, the requirements set forth in the North American Securities Administrators Association Statement of Policy Regarding Loans and Other Material Transactions), and who are elected by the holders of a majority of the Common Stock and the Preferred Stock, voting together as a single class (the “Independent Board Designees” and together with the FinTech Designee, the ▇▇▇▇▇▇▇ Designee, the Common Stock Board Designee, and the Key Holder Board Designee, the “Board Designees”). To the extent that any of clauses (a) through (ce) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, officer or director or trustee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder Shareholder hereby agrees to vote, or cause to be voted, all Shares shares of Equity Securities now owned or hereafter acquired by such HolderShareholder, or over which such Holder Shareholder has voting control, from time to time and at all timestimes (and attend, in whatever manner as shall be necessary person or by proxy, all meetings of shareholder called for the purpose of electing directors), and agree to take all actions (including, but not limited, to the nomination of specified persons, the execution of written consents and the calling of a shareholder meeting for the purpose of electing such specified persons) to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent the size of the stockholders, subject Board shall be set and remain at five (5) directors and to Section 5, cause and maintain the election to the Board of the following persons shall be elected to the Boardpersons: (a) As one (1) person designated by Alibaba, for so long as Alibaba holds at least 19,200,000 (subject to appropriate adjustments for share splits, share dividends, combinations or the like) Series A Preferred or Ordinary Shares into which Series A Preferred have been converted, as one of the Series A Director, one person designated from time Directors pursuant to time by a majority of (and as defined in) the holders of Series A Preferred Stock Amended Memorandum (the “Series A DesigneeAlibaba Director”), who initially shall be ▇▇▇▇ ▇▇▇▇; (b) one (1) person designated by Photon Group Limited (“Photon”), for so long as 1,000,000 Photon holds at least 30,720,000 (subject to appropriate adjustments for share of splits, share dividends, combinations or the like) Series A Preferred Stock are outstandingor Ordinary Shares into which Series A Preferred have been converted, which number is subject as one of the Series A Directors pursuant to appropriate adjustment for any stock splits(and as defined in) the Amended Memorandum (the “Photon Director,” and together with the Alibaba Director, stock dividendsthe “Series A Directors”), combinationswho initially shall be ▇▇▇ ▇▇▇▇; and (c) three (3) directors designated by the holders of a majority of the then outstanding Ordinary Shares, recapitalizations and the likevoting as a single class, which individual who shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s ▇ and the then Chief Executive OfficerOfficer of the Company, who as of the date of this Agreement is shall initially be ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to voteof the Voting Parties shall vote all of their Equity Securities, and shall take all other necessary actions within their control (whether in their capacity as a shareholder, director, or cause officer of the Company or otherwise), including, without limitation, calling meetings, attending meetings, executing a proxy to be votedvote at any meeting and executing written consents, all Shares owned by such Holderto elect members of the Company’s Board of Directors, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders the holders of voting stock of the Company, or at any meeting of the holders of voting stock of the Company at which an election of directors is held or pursuant to any written consent members of the stockholdersBoard of Directors are to be elected, subject or whenever members of the Board of Directors are to Section 5, the following persons shall be elected to the Boardby written consent, as follows: (a) As the Series A Director, one person designated from at each election of directors at which time to time by a majority of the holders at least 2,000,000 shares of Series A Preferred B Stock (the “Series A Designee”), for so long as 1,000,000 share and 2,000,000 shares of Series A Preferred A-1 Stock are outstanding, which number is subject the Voting Parties shall vote all of their respective Equity Securities so as to appropriate adjustment for any stock splitselect (i) one (1) individual designated by Trinity Ventures X, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; L.P. (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock DesigneesTrinity Ventures”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇ (the “Series A-1 Designee”), and (ii) one (1) individual designated by Foundation Capital VI, L.P. (“Foundation Capital”), which individual shall initially be ▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇ ▇▇▇▇▇ (the “Series B Designee”); (b) at each election of directors, the Voting Parties shall vote all of their respective Equity Securities so as to elect (i) the person currently serving as Chief Executive Officer of the Company, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇, and (ii) one (1) individual designated by the holders of a majority of the outstanding shares of Common Stock held by the Common Holders, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇; (c) at each election of directors, the Common Holders and Holders shall vote all of their respective Equity Securities so as to elect one (1) individual mutually acceptable and designated by (i) the holders of a majority of the outstanding shares of Common Stock, voting as a separate class, and (ii) the Requisite Holders, who initially shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Holder agrees to vote, or cause 2.1. From and after the effective time of this Agreement until the provisions of this Section 2 cease to be votedeffective pursuant to Section 2.6, each Investor shall vote all Shares Securities owned by such Holder, Investor or over which such Holder Investor has voting controlcontrol and shall take all other necessary or desirable actions within such Investor's control (whether in such Investor's capacity as a stockholder, from time to time director, member of a committee of the Board of Directors of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all timesnecessary or desirable action within its control (including, in whatever manner as without limitation, calling special meetings of the Board of Directors or the stockholders of the Company), so that: (a) The authorized number of directors on the Board shall be necessary to ensure that established and remain at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the no less than eight directors. (b) The following persons individuals shall be elected to the BoardBoard of Directors of the Company: (ai) As one representative (the Series A "Investor Group One Director, one person ") --------------------------- designated from time to time by a majority of the holders of the Series A A-1 Preferred Stock, the Series A-2 Preferred Stock and the Series A-3 Preferred Stock (the “Series A Designee”collectively, "Investor -------- Group One"), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇;; --------- (bii) As one representative (the Common Stock "Investor Group Two Director, one person ") --------------------------- designated from time to time by a majority of the holders of Common the Series A-4 Preferred Stock and the Series A-5 Preferred Stock (the “Common Stock Designees”collectively, "Investor Group Two"), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and------------------ (ciii) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of Corporation; (iv) the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member Chairman of the Board of the Corporation; (v) two persons who would otherwise have been designated in accordance shall be physicians that are associated with the terms thereof shall instead be voted upon by all the Holders investigative research sites of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity Company; and (collectively, a “Person”vi) two persons who shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonIndependent Directors.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, times in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A DirectorFor so long as Flagship Ventures Fund IV, L.P. (“Flagship”) and its Affiliates continue to own beneficially any shares of Preferred Stock, one person (1) individual designated from time to time by a majority of the holders of Series A Preferred Stock Flagship (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, to fill the directorship reserved for election by the holders of Preferred Stock, exclusively and as a separate class, pursuant to the Restated Certificate; (b) The individual, if any, then serving as the Company’s Chief Executive Officer (the “CEO Director”), initially ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), ▇▇., provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; (c) Four (4) individuals not otherwise Affiliates (defined below) of the Company or of any Investor (provided, that an individual shall not be deemed to be an Affiliate of the Company or of any Investor solely by virtue of such individual’s ownership of capital stock of the Company), initially ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ III, and ▇▇▇▇▇▇▇ ▇▇▇▇, who possess relevant industry experience and are acceptable to the holders of a majority of the Shares held by the Investors; (d) For so long as Flagship and its Affiliates continue to own beneficially any shares of capital stock of the Company, one (1) individual designated by Flagship, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇; (e) One (1) individual acceptable to a majority of the other members of the Board, initially ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; and (f) For so long as Nestlé Health Science US Holdings, Inc. (“Nestlé”) and its Affiliates continues to own at least 1,498,590 shares of Series D Preferred Stock (as adjusted for any stock split, stock dividend, recapitalization, reorganization, or the like), one (1) individual designated by Nestlé and reasonably acceptable to a majority of the other members of the Board (including the Preferred Director), initially ▇▇▇▇▇▇▇ ▇▇▇▇▇. To the extent that any of clauses (a) through (cf) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee employee of such Person, Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, partners or managing members or investment advisers of, or shares the same management company or investment adviser with, such Person. Without limiting the foregoing, Flagship Ventures Fund IV, L.P., Flagship Ventures Fund IV-Rx, L.P., Flagship Ventures Fund 2007, L.P., Flagship Ventures Management, Inc., Flagship VentureLabs IV LLC, and Flagship Ventures Opportunities Fund I, L.P. shall be deemed Affiliates of one another for purposes hereof.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares Capital Stock owned by such Holder, Stockholder or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons Persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. Officer (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares shares of Capital Stock such Stockholder is entitled to vote (i) to remove the former Chief Executive Officer Executive (b) For so long as Cormorant Asset Management, LLC (“Cormorant”) and its Affiliates collectively hold, subject to Section 7.9(c), at least ten percent (10%) of the issued and outstanding shares of Series C Preferred Stock, originally purchased by it (as adjusted for stock splits, stock dividends, recapitalizations and like transactions), Cormorant shall have the right to designate one individual (the “Cormorant Director”), which individual shall be designated following the date of this Agreement. (c) Two individuals designated by the holders of the Series B Preferred Stock (the “Series B Directors”) as follows: (i) For so long as ▇▇▇▇▇▇▇▇ Ventures, LLC (“EV”) and its Affiliates collectively hold at least five percent (5%) of the issued and outstanding shares of Series B Preferred Stock, EV shall have the right to designate one individual (the “EV Director”), which individual shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Pharm. (ii) For so long as RA Capital Healthcare Fund, L.P. (“RA Capital”) and its Affiliates collectively hold at least five percent (5%) of the outstanding shares of Series B Preferred Stock, RA Capital shall have the right to designate one individual (the “RA Capital Director”), which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Ph.D. (d) Two individuals designated by the holders of the Series A Preferred Stock (the “Series A Directors”; the Series A Directors, the Series B Directors and the Cormorant Director collectively, the “Preferred Directors”) as follows: (i) for so long as MedImmune Ventures, Inc. and its Affiliates (“MEVE”) collectively hold at least five percent (5%) of the outstanding shares of Series A Preferred Stock, MEVE shall have the right to designate one individual (the “MEVE Director”), which individual shall initially be ▇▇▇ ▇▇▇▇▇▇, M.D.; (ii) for so long as Hatteras Venture Partners IV SBIC, L.P. and its Affiliates (“Hatteras”) collectively hold at least five percent (5%) of the outstanding shares of Series A Preferred Stock, Hatteras shall have the right to designate one individual (the “HVP Director”), which individual shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Ph. (e) Two individuals, each of whom who shall be an independent outsider who is not an employee, officer, stockholder or otherwise an Affiliate of the Company from or any Investor, designated by a majority of the Board if such person has not resigned as a member (including at least one of the Board; Series B Directors and (iithe Cormorant Director) to elect such person’s replacement as Chief Executive Officer and elected by the holders of a majority of the Common Stock and the Preferred Stock of the Company voting together as the new CEO Directora single class on an as converted to Common Stock basis, which individuals shall initially be ▇▇▇▇ ▇. To the extent that any of clauses (a) through (c) above shall not be applicable▇▇▇▇▇▇▇, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.M.D.

Board Composition. Each Holder agrees (i) For so long as the Persons who Own the Series B Shares (the “Series B Holders”) shall be entitled to votenominate and elect at least one (1) Director pursuant to the Certificate of Designation, or cause the Board shall consist of a number of Directors of seven (7) to nine (9) with the specific number of Directors at any time to be voted, all Shares owned fixed by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting the Board by the adoption of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time a resolution by a majority of the holders number of Directors then in office (whether or not there exist any vacancies in the previously authorized number of directorships at the time such resolution is presented). The Board shall at all times consist of at least a majority of Directors who are Independent Directors. (ii) Pursuant to and on the terms and conditions set forth in the Certificate of Designation, the Series B Holders (by majority vote of the Series B Shares) shall be entitled to nominate and elect up to two (2) Directors (each, a “Series B Director”). The number of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual B Directors shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated reduced from time to time by a majority as provided in the Certificate of the holders of Common Stock Designation. The remaining Directors (the “Common Stock DesigneesCompany Nominated Directors”)) shall be recommended by the Nominating and Corporate Governance Committee, which individual nominated by the Board and from time to time shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; andsubmitted to the Company’s stockholders for election in accordance with the Company’s Certificate of Incorporation and Bylaws. (ciii) The Company’s Chief Executive OfficerImmediately following the Amendment Date, who as the Series B Holders (by majority vote of the date Series B Shares) shall be entitled to designate a total of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. two (the “CEO Director”)2) Series B Directors, provided that if for any reason the CEO Director one (1) of whom shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as be a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer class of Directors whose term expires at the first annual meeting of the Company as Company’s stockholders following the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, Amendment Date and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares of whom shall be a member of the same management company or investment adviser with, such Personclass of Directors whose term expires at the second annual meeting of the Company’s stockholders following the Amendment Date.

Board Composition. Each Holder Stockholder agrees to vote, or cause to be voted, all Shares owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) As Three (3) persons shall be designated by the Series A Director, one person designated from time to time by a majority Chief Executive Officer of the holders of Series A Preferred Stock Company (the “Series A DesigneeCompany Designees”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual individuals shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; , [_____________] and [_____________]. The parties agree that two (b2) As the Common Stock Director, one person designated from time to time by a majority of the holders Company Designees shall each qualify as an “Independent Director,” within the meaning of Common the director independence rules of the NASDAQ Stock Market LLC (“NASDAQ”) or the New York Stock Exchange (“Common Stock DesigneesNYSE”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and (c) The Company’s Chief Executive Officeras applicable, who as by the then current Board, acting in good faith. If, at any time during the term of this Agreement, the Board determines that one or more of the date of this Agreement Company Designees is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO not an Independent Director”), provided that if for any reason the CEO Director shall cease to serve as then the Chief Executive Officer of the Company, each of the Holders Company shall promptly vote their respective Shares cause any Company Designee who is not an Independent Director to be removed and replaced in accordance with Subsection 1.4 to comply with this Subsection 1.2(a). (ib) to remove Two (2) persons shall be designated by the former Chief Executive Officer of Helios (the “Helios Designee” and together with the Company from Designees, the “Designees”), which individuals shall initially be [_____________] and [_____________]. The parties agree that at least one (1) of the Helios Designees shall qualify as an Independent Director,” as determined by the then current Board, acting in good faith. If, at any time during the term of this Agreement, the Board if such person has not resigned as a member determines that one or more of the Board; and (ii) to elect such person’s replacement as Helios Designees is not an Independent Director, then the Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above Helios shall not promptly cause a Helios Designee to be applicable, any member of the Board who would otherwise have been designated removed and replaced in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled Subsection 1.4 to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of comply with this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonSubsection 1.2(b).

Board Composition. Each Holder (a) For so long as they hold any of the Shares issued to them by the Company, each Stockholder agrees to vote, or cause to be voted, all Shares shares of Common Stock and Preferred Stock owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary (i) to ensure that the size of the Company’s Board shall be set and remain at thirteen (13) directors appointed as set forth in this Section 8; provided, however, that if the Manna Investor is permitted to designate a director pursuant to Subsection 8.1(h) below, the size of the Company’s Board shall be set and remain at fifteen (15) directors appointed as set forth in this Section 8 and (ii) in favor of any director designated pursuant to Subsections 8.1(b)-(h) below. (b) For so long as the SJF Investors hold in the aggregate at least the SJF Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred Stock owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, one (1) individual designated by the following persons SJF Investors (the “SJF Director”) shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and. (c) The Company’s Chief Executive OfficerFor so long as the Investeco Investors hold in the aggregate at least the Investeco Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred Stock owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, one (1) individual designated by the Investeco Investors (the “Investeco Director”) shall be elected to the Board, which shall initially be vacant. (d) For so long as the Arborview Investor holds in the aggregate at least the Arborview Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred Stock owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, one (1) individual designated by the Arborview Investor (the “Arborview Director”) shall be elected to the Board, who as of the date of this Agreement is shall initially be ▇▇▇▇ ▇▇▇▇▇▇. (e) For so long as the Inherent Investor holds in the aggregate at least the Inherent Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred Stock owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, one (1) individual designated by the Inherent Investor (the “Inherent Director”) shall be elected to the Board, who shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇. (f) For so long as the Bowie Investor holds in the aggregate at least the Bowie Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred Stock owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, one (1) individual designated by the Bowie Investor (the “Bowie Director”) shall be elected to the Board, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇. The Stockholders acknowledge that the Bowie Director is an executive officer of Whole Foods Market, Inc. and/or one or more of its subsidiaries and, due to the vendor relationship of the Company with Whole Foods Market, Inc., will from time to time have conflicts of interest in discharging the duties of the Bowie Director; and that the existence of such conflicts of interest shall not be a basis for removal of the Bowie Director. In connection with the Board’s consideration of any transaction in which the Bowie Director reasonably believes that he or she may have a conflict of interest within the meaning of DGCL Section 144, he or she will endeavor to inform the Board as to any material facts regarding such conflict of interest which have not been previously disclosed to the Board. (g) For so long as the Sunrise Investor holds in the aggregate at least the Sunrise Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred Stock owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, one (1) individual designated by the Sunrise Investor (the “Sunrise Director”) shall be elected to the Board, who is currently ▇▇▇▇▇ ▇▇▇▇▇. (h) For so long as the Manna Investor holds in the aggregate at least the Manna Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred Stock owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, one (1) individual designated by the Manna Investor (the “Manna Director”) shall be elected to the Board, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ M.D. . (i) Subject to Subsection 10.4, the “CEO Director”)remaining seven (7) directors will be elected by a Majority Vote, provided that if for any reason the CEO Director shall cease to serve at such time as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member size of the Board who would otherwise have been designated is expanded to fifteen (15) directors in accordance with the terms thereof shall instead be voted upon by all the Holders of the Company entitled to vote thereon in accordance with, and pursuant toSubsection 8.1(a), the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity remaining eight (collectively, 8) directors will be elected by a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonMajority Vote.

Board Composition. Each Holder (a) To the extent the express terms of the Company Securities authorize them to do so, each Stockholder agrees to vote, or cause to be voted, all Shares Company Securities owned by such HolderStockholder, or over which such Holder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons individuals shall be elected to the Board: (ai) As three (3) individuals designated by the Series A Director, one person designated from time to time by holders of record of a majority of the holders then outstanding shares of Series A D Preferred Stock (the “Series A Designee”)Stock, for so long acting exclusively and as 1,000,000 share of Series A Preferred Stock are outstandinga single class, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual individuals shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇; and; (cii) The the Company’s Chief Executive Officer, who as of the date of this Agreement is ▇▇▇▇shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders Stockholders shall promptly vote their respective Shares Company Securities (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Board; Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. ; (iii) one (1) individual designated by the holders of record of a majority of the then outstanding shares of Common Stock and Series C Preferred Stock, acting exclusively and as a single class, which designee shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (iv) if and only if the size of the Board shall be increased to seven (7) seats at contemplated by Section 2.1 hereof, then two (2) individuals designated by the holders of record of a majority of the then outstanding shares of Common Stock and Series C Preferred Stock, acting exclusively and as a single class; and (v) in the absence of any designation from the group of stockholders with the right to designate one or more directors as specified in preceding clauses (i) through (iv) of this Section 2.2(a), the director(s) previously designated by such group and then serving shall be reelected if still eligible to serve. (b) To the extent that any of clauses (ai) through (civ) of Section 2.2(a) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the Holders stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such PersonAmended Articles.

Board Composition. Each (i) The Company agrees that the Holder agrees to vote, or cause to be voted, all Shares owned by such Holder, or over which such Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary entitled to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholdersnominate one director, subject to Section 5, the following persons shall be elected to the Board: (a) As the Series A Director, one person designated from time to time by a majority of the holders of Series A Preferred Stock (the “Series A Designee”), for so long as 1,000,000 share of Series A Preferred Stock are outstanding, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) As the Common Stock Director, one person designated from time to time by a majority of the holders of Common Stock (the “Common Stock Designees”), which individual who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and ▇ (cthe “Nominee”) The to the Company’s Chief Executive Officer, who Board of Directors (the “Board”). The Company agrees (i) to expand the size of the Board from seven (7) directors to eight (8) directors and appoint the Nominee to the Board effective as of the date of this Agreement is ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ M.D. (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Holders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not resigned as a member of the Boardhereof; and (ii) to elect such person’s replacement include the Nominee as Chief Executive Officer a nominee to the Board on each slate of the Company as the new CEO Director. To the extent that any of clauses (a) through (c) above shall not be applicable, any member nominees for election of the Board who would included in any and all annual meeting proxy statements (or consent solicitations or equivalent documents) delivered by the Company to its stockholders; (iii) to recommend the election of the Nominee to the stockholders of the Company; and (iv) without limiting the foregoing, to otherwise have been designated use its reasonable best efforts to cause the Nominee to be elected to the Board in accordance with any and all circumstances, including providing at least as high a level of support for the election of such nominee as it provides to any other individual standing for election as a director. Until the Company’s satisfaction of its closing obligations under the Merger Agreement, the Company will not increase the size of the Board to be greater than eight (8) directors without the Holder’s prior written consent. (ii) The Company acknowledges and agrees that the Nominee will not be removed by the Company without cause without the Holder’s prior written consent. (iii) The Company acknowledges and agrees that the Nominee will be paid the same non-executive director compensation that the Company pays to its other non-executive directors. (iv) The parties acknowledge and agree that the Company’s satisfaction of its closing obligations under the Merger Agreement, even if they are in contravention of this Note, will not constitute a breach of this Section 7(f). In the event of any conflict between the terms thereof shall instead be voted upon by all of this Section 7(f) and the Holders Merger Agreement, the terms of the Company entitled Merger Agreement will control. (v) Notwithstanding anything in this Section 7(f) to vote thereon in accordance with, and pursuant tothe contrary, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or Company shall have the right to reject any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person appointment who, directly or indirectly, controlsafter the date hereof, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, becomes an officer, employee or director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment advisers of, or shares the same management company who has or investment adviser enters into a contractual relationship with, such Person.Motiv Power Systems, Inc.