Common use of Board Composition Clause in Contracts

Board Composition. 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 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, the following persons shall be elected to the Board: (a) At each election of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of ▇▇▇ ▇▇▇▇▇▇▇, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; (ii) ▇▇▇ ▇▇▇▇▇▇▇ (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by ▇▇▇ ▇▇▇▇▇▇▇, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of ▇▇▇ ▇▇▇▇▇▇▇ and the other Board members. If ▇▇▇ ▇▇▇▇▇▇▇ resigns from the Company, he will retain

Board Composition. 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 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, the following persons shall be elected to the Board: (a) At each election of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect Subject to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director provisions of the Corporation (the “Series B Director”), who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of ▇▇▇ ▇▇▇▇▇▇▇, the Series A Director (as defined belowSections 6.02(b) and the ABV Director (as defined below);6.02(d): (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so So long as it holds at least an aggregate the Purchasers and their respective Affiliates beneficially own (determined in accordance with Rule 13d-3 under the Exchange Act) Series B-1 Preferred Shares, Series B-2 Preferred Shares and/or Conversion Shares which represent 50% or more of 750,000 Shares the shares of Company Common Stock or Preferred Stock purchased hereunder on the Closing Date (determined on an as-converted basisbasis assuming conversion of all Series B-2 Preferred Shares into Series B-1 Preferred Shares upon Company Shareholder Approval and conversion of all Series B-1 Preferred Shares (including those which are Conversion Shares) into Company Common Stock), which the Purchaser Representative shall initially be ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; have the right to nominate for election on behalf of the Purchasers and such Affiliates three directors to serve on the Company's Board of Directors. (ii) ▇▇▇ ▇▇▇▇▇▇▇ (so So long as he remains Employed by the Purchasers and their respective Affiliates beneficially own (determined in accordance with Rule 13d-3 under the Exchange Act) Series B-1 Preferred Shares, Series B-2 Preferred Shares and/or Conversion Shares which represent 25% or more (but less 50%) of the shares of Company Common Stock purchased hereunder on the Closing Date (determined on an as-converted basis assuming conversion of all Series B-2 Preferred Shares into Series B-1 Preferred Shares upon Company Shareholder Approval and conversion of all Series B-1 Preferred Shares (including those which are Conversion Shares) into Company Common Stock), the Purchaser Representative shall have the right to nominate for election on behalf of the Purchasers and such Affiliates two directors to serve on the Company's Board of Directors. (iii) So long as the Purchasers and their respective Affiliates beneficially own (determined in accordance with Rule 13d-3 under the Exchange Act) Series B-1 Preferred Shares, Series B-2 Preferred Shares and/or Conversion Shares and such shares represent less than 25% (but more than 5%) of the shares of Company Common Stock purchased hereunder on the Closing Date (determined on an as-converted basis assuming conversion of all Series B-2 Preferred Shares into Series B-1 Preferred Shares upon Company Shareholder Approval and conversion of all Series B-1 Preferred Shares (including those which are Conversion Shares) into Company Common Stock), the Purchaser Representative shall have the right to nominate for election on behalf of the Purchasers and such Affiliates one director to serve on the Company's Board of Directors. (iv) So long as the Purchasers and their respective Affiliates beneficially own (determined in accordance with Rule 13d-3 under the Exchange Act) at least 5% of the shares of Company Common Stock purchased hereunder (determined on an as-converted basis assuming conversion of all Series B-2 Preferred Shares into Series B-1 Preferred Shares upon Company Shareholder Approval and conversion of all Series B-1 Preferred Shares (including those which are Conversion Shares) into Company Common Stock, in addition to the right to nominate for election directors under clause (i), (ii) or (iii) above, as applicable (the directors so nominated, the "WCAS Directors" and the other members of the Board of Directors of the Company (other than the Jointly-Selected Director (as defined belowhereinafter defined)), the "Company Directors"), one of the members of the Board of Directors of the Company not nominated by the Purchaser Representative pursuant to clause (i), (ii) or (iii) two (2) directors appointed by ▇▇▇ ▇▇▇▇▇▇▇above, and (iv) one (1) as applicable, shall be a person who is not employed mutually agreed upon by the Company and who is nominated by mutual agreement of ▇▇▇ ▇▇▇▇▇▇▇ Purchaser Representative and the other Board members. If ▇▇▇ ▇▇▇▇▇▇▇ resigns from Company Directors (the Company"Jointly-Selected Director" and together with the Company Directors, he will retainthe "Non-WCAS Directors").

Board Composition. 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 Frontenac 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 designate one ----------------- (1) director (the "Frontenac Director") and shall be entitled to any written consent designate the ------------------ Frontenac Director as a member of the stockholdersExecutive Committee of the Board (the "Frontenac Committee Member"), so long as Frontenac and/or its Affiliates owns --------------------------- at least 25% of the following persons Purchaser Shares originally purchased by Frontenac under the Purchase Agreement (the "Frontenac Purchaser Shares"). BOEC shall be elected entitled -------------------------- to the Board: (a) At each election of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect designate one (1) director of (the Company, the individual designated by such Series A Holders"BOEC Director"), so long as 750,000 shares BOEC and/or its ------------- Affiliates owns at least 25% of Series A Preferred Stock remain outstandingthe Purchaser Shares originally purchased by BOEC under the Purchaser Agreement (the "BOEC Purchaser Shares"). Dell shall be --------------------- entitled to designate two (2) directors (each, who a "Dell Director") and shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇; ------------- entitled to designate a Dell Director as a member of the Executive Committee of the Board (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock"Dell Committee Member"), Quantum so long as Dell and/or its Affiliates --------------------- owns at least 25% of the Purchaser Shares originally purchased by Dell under the Purchase Agreement (the "Dell Purchaser Shares"). CBW/SK shall be entitled to elect --------------------- designate one (1) director (the "CBW/SK Director"), so long as CBW/SK and/or its --------------- Affiliates owns at least 25% of the Corporation Purchaser Shares originally purchased by CBW/SK under the Purchase Agreement (the “Series B Director”"CBW/SK Purchaser Shares"), who . Microsoft ----------------------- shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of ▇▇▇ ▇▇▇▇▇▇▇, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) designate one (1) director appointed by ABV (the “ABV "Microsoft Director”) "), so ------------------ long as it holds Microsoft and/or its Affiliates owns at least an aggregate 25% of 750,000 the Purchaser Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be ▇▇▇▇▇▇▇▇ ▇originally purchased by Microsoft under the Purchase Agreement (the "Microsoft Purchaser Shares"). ▇▇▇▇▇; (ii) ▇▇▇ ▇▇▇▇▇▇▇ (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by ▇▇▇ ▇▇▇▇▇▇▇, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of ▇▇▇ ▇▇▇▇▇▇▇ and the other Board members. If ▇▇▇ ▇▇▇▇▇▇▇ resigns from the Company, he will retain---------------------------

Board Composition. Each Stockholder agrees (a) Immediately after the closing and sale of the Sale Shares, each Shareholder shall vote all of his, her or its respective Shares (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote, or ) and shall cause its nominated directors at the Company’s Board to be voted, cause the Company to vote all Shares owned by such Stockholder, or over which such Stockholder has of its voting control, from time to time and at all timespower, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders shareholders of the Company or its subsidiary at which an election of directors is held or pursuant to any written consent of the stockholdersheld, the following persons nominated in accordance with this Section 4.1 shall be elected as directors of TLCHK Group members to comprise the Board:full board of directors consisting no more than three (3) authorized directors; Execution Copy *** = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Strictly Confidential Shareholders’ Agreement (ab) At each election of Between TLC and JX, whichever holds greater Shares in the Company shall be entitled to nominate two (2) voting directors in which each TLCHK Group member, while the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are other Shareholder shall be entitled to elect nominate one (1) voting director in each TLCHK Group member, provided that if TLC and JX hold the same number of Shares in the Company, each of them is entitled to nominate one (1) voting director in each TLCHK Group member. However, any Shareholder holding less than *** of Shares of the Company shall not be entitled to the nomination rights under this Section 4.1(b). (c) TLC hereby initially nominates *** as the voting directors of the Company; and *** as the voting directors of TLC Shanghai; (d) JX hereby initially nominates *** as the voting director of the Company, ; and *** as the individual designated by such Series A Holders, so long as 750,000 shares voting director of Series A Preferred Stock remain outstanding, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇;TLC Shanghai. (be) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, The Shares held by a Shareholder and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum its affiliates shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of ▇▇▇ ▇▇▇▇▇▇▇, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; (ii) ▇▇▇ ▇▇▇▇▇▇▇ (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by ▇▇▇ ▇▇▇▇▇▇▇, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of ▇▇▇ ▇▇▇▇▇▇▇ and the other Board members. If ▇▇▇ ▇▇▇▇▇▇▇ resigns from the Company, he will retaincounted together.

Board Composition. 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 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, the following natural persons shall be elected to the Board: (a) At each election One (1) person elected by a majority in interest of directors in which the holders of the Series A Holders Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock, voting together as a single class on an as-converted to Common Stock basis (excluding the shares held “Series A/A-1/B Designee”), who shall be designated by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, F-Prime Capital Partners Healthcare Fund IV LP (collectively “ABVF-Prime”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, for so long as 750,000 F-Prime and its Affiliates (as defined below) continue to own beneficially at least 1,019,692 of the shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series A A-1 Preferred Stock remain outstandingStock), who which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The Series A/A-1/B Designee shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (b) Provided that Quantum holds more than 340,938 Two (2) persons elected by the holders of a majority of the shares of Series B C Preferred Stock on or before November 30outstanding, 2009voting as a single class (i) one of whom (the “PFM Series C Designee”) shall be designated by PFM Health Sciences, LP and thereafter until such time its Affiliate funds (“PFM”) for so long as Quantum holds fewer than 340,938 PFM continues to own beneficially at least 231,790 shares of Series B C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment in for all stock splits, dividends, combinations, recapitalizations and the event like, and (ii) one of any stock dividend, stock split, combination whom (the “Ridgeback Series C Designee;” the Ridgeback Designee and the PFM Designee are collectively referred to herein as the “Series C Designees”) shall be designated by RIDGEBACK CAPITAL INVESTMENTS LP (“Ridgeback”) for so long as Ridgeback and its Affiliate funds continue to own beneficially at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or other similar recapitalization with respect to issuable upon conversion of the Series B C Preferred Stock), Quantum which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; provided, however, that if either PFM and/or Ridgeback is no longer entitled to designate a Series C Designee as provided in this sentence, then Zone III Healthcare Holdings, LLC (“Farallon”) shall be entitled to elect one designate the Series C Designee that otherwise would have been designated by PFM and/or Ridgeback (1as the case may be) director provided that Farallon and its Affiliate funds owns beneficially as of the Corporation date Farallon’s right to designate a Series C Designee becomes effective hereunder, and thereafter Farallon and its Affiliate funds continue to own beneficially, at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the “Series B Director”C Preferred Stock), who which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The PFM Series C Designee shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; and the Ridgeback Series C Designee shall initially be ▇; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇, the Series A Director (as defined below) and the ABV Director (as defined below)▇▇; (c) At each election of directors in which One (1) person elected by the holders of a majority of the shares of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV outstanding (the “ABV DirectorCommon Designee”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis), which Common Designee shall be the Company’s Chief Executive Officer, who shall initially 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 Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer 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) Three (3) independent persons with experience in the life sciences field who are not affiliated with the Company or any Investor, which persons shall be elected by the holders of a majority of the shares of Common Stock and the Preferred Stock outstanding, voting together as a single class on an as-converted to Common Stock basis (the “Independent Directors”), and shall initially be designated by management of the Company and approved by a majority of the Preferred Directors. The Independent Directors shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (so long as he remains Employed by the Company (as defined below)), (iii) with two (2) directors initial vacancies in the seats allocated for Independent Directors. After an Independent Director shall initially be elected or appointed for a seat, any re-elections, substitutions or replacements for that seat shall be designees proposed by ▇▇▇ ▇▇▇▇▇▇▇, and (iv) one (1) person who is not employed by management of the Company and approved by a majority of the remaining Board members (including the remaining sitting Independent Directors). To the extent that any of clauses (a) through (d) 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 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 nominated controlled by, or is under common control with such Person, including, without limitation, any general partner, limited partner, member, manager, managing member, employee, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by mutual agreement one or more general partners or managing members of, or is under common investment management with or shares the same management company with, such Person. For purposes of ▇▇▇ ▇▇▇▇▇▇▇ this definition, the term “control” when used with respect to any Person shall mean the power to direct the management or policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the other Board members. If ▇▇▇ ▇▇▇▇▇▇▇ resigns from terms “controlling” and “controlled” shall have meanings correlative to the Company, he will retainforegoing.

Board Composition. 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 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 stockholders, the following persons individuals shall be elected to the Company’s board of directors (the “Board:”): (a) At each election of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director independent industry expert recommended by the Board, and approved by the holders of a majority of the Company, shares of the individual designated by such Series A HoldersPreferred Stock, for so long as 750,000 the holders of the shares of Common Stock issued or issuable upon conversion of the shares of Series A Preferred Stock held by the Investors (i) continue to own beneficially at least two million (2,000,000) 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 (ii) the issued and outstanding Series A Preferred Stock represents at least ten percent (10%) of the outstanding capital stock of the Company on a fully-diluted basis (the “Series A Threshold”); (b) one (1) independent industry expert recommended by the Board, and approved by the holders of a majority of the shares of the Series B Preferred Stock, for so long as the holders of the shares of Common Stock issued or issuable upon conversion of the shares of Series B Preferred Stock held by the Investors (i) continue to own beneficially at least two million (2,000,000) shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series B Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like and (ii) the issued and outstanding Series B Preferred Stock represents at least ten percent (10%) of the outstanding capital stock of the Company on a fully-diluted basis (the “Series B Threshold”); (c) for so long as the Key Holders hold any shares of Common Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like), one (1) individual designated by the Key Holders holding a majority of the shares of Common Stock then held by the Key Holders (the “Key Holder Designee”), which individual shall be Dr. ▇▇▇▇▇▇▇ During; provided that if for any reason the Key Holders do not designate Dr. During as the Key Holder Designee, each of the Stockholders shall promptly vote their respective Shares to elect Dr. During as an additional member of the Board, provided Dr. During exercises his option to remain outstandingon the Board other than as the Key Holder Designee; (d) the Company’s Chief Executive Officer, who shall initially be ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation ▇ (the “Series B CEO Director”), who shall initially be provided that if for any reason ▇▇. ▇▇▇▇▇ shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares to elect ▇▇. ▇▇▇▇▇ as an additional member of the Board, provided ▇▇▇; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of ▇▇▇ . ▇▇▇▇▇▇▇, ▇ exercises his option to remain on the Series A Director (Board other than as defined below) and the ABV Director (as defined below);CEO Director; and (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (ie) one (1) director appointed individual designated by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; . To the extent that any of clauses (iia) ▇▇▇ ▇▇▇▇▇▇▇ through (so long as he remains Employed 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 stockholders of the Company (as defined below)), (iii) two (2) directors appointed by ▇▇▇ ▇▇▇▇▇▇▇entitled to vote thereon in accordance with, and (iv) one (1) person who is not employed by pursuant to, the Company and who is nominated by mutual agreement of ▇▇▇ ▇▇▇▇▇▇▇ and the other Board members. If ▇▇▇ ▇▇▇▇▇▇▇ resigns from the Company, he will retainRestated Certificate.

Board Composition. Each Stockholder Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered 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 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 stockholdersShareholders, the following persons shall be elected to the Board: (a) At each election of directors in which the Majority Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are Shareholders shall be entitled to nominate and elect one (1) director of the Company, Board of the individual designated by such Company (the “Series A HoldersDirector”), so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be ▇▇▇being ▇▇▇ ▇▇▇▇▇▇ as of the date hereof; (b) Provided that Quantum holds more than 340,938 shares of the Majority Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum Shareholders shall be entitled to nominate and elect one (1) director of the Corporation Board of the Company (the “Series B Director”), who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ZIPING as of the Series A Director (as defined below) and the ABV Director (as defined below)date hereof; (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are CBC shall be entitled to nominate and elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV of the Board of the Company (the “ABV Series C Director”) ), so long as it holds at least an aggregate CBC remains to be the largest holder of 750,000 Shares Series C Preferred Shares, being ▇▇▇ ▇▇▇ as of Common Stock or Preferred Stock on an as-converted basisthe date hereof; (d) the Relative Majority Series D Shareholder shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Series D Director”), which shall initially be being ▇▇▇▇▇▇▇▇▇ ▇. ▇▇ as of the date hereof, who is nominated and elected by Harvest; provided, however, that in case there are two or more Series D Shareholders whose shareholding percentage of Series D Preferred Shares be equivalent with each other and all exceed any of the other single Series D Shareholders (the “Series D Paralleling Relative Majority Holders”, each a “Series D Paralleling Relative Majority Holder”), then upon written request of any of such Series D Paralleling Relative Majority Holders, a Shareholders’ meeting shall be convened, or a unanimous written resolution shall be adopted by all Shareholders without convening a meeting, in which the nominee of a Series D Paralleling Relative Majority Holder who has obtained the supporting votes from the Series D Shareholders of the majority of the Series D Preferred Shares shall be the new Series D Director; (e) Alibaba shall be entitled to nominate and elect one (1) director of the Board of the Company (“Alibaba Director”), being Zhaoyuan Zhu as of the date hereof; (f) YF shall be entitled to nominate and elect one (1) director of the Board of the Company (“YF Director”, together with Alibaba Director, the “Series E Directors” and each a “Series E Director”), being ▇▇▇▇▇; (ii) ▇ ▇▇▇ ▇as of the date hereof; (g) BOCOM International shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Series F Director”), being Wu Li as of the date hereof; (h) the Investor shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Series F-1 Director”, together with the Series A Director, the Series B Director, the Series C Director, the Series D Director, the Series E Directors and the Series F Director, the “Preferred Directors” and each a “Preferred Director”), initially to be Qiuran Jia ; (i) the Majority Ordinary Holders shall be entitled to nominate and elect up to eight (8) directors of the Board of the Company (the “Ordinary Share Directors”), including ▇▇▇▇▇▇ ▇▇ (so long as he remains Employed by the Company (as defined below)许式伟), Guihua Lv (iii呂桂华), Jianghua Du (杜江华) two (2) directors appointed by and ▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇ (iv纪强) one as of the date hereof; and (1j) person who the chairman of the Board is not employed by the Company and who is nominated by mutual agreement of ▇▇▇ ▇▇▇▇▇▇▇ and the other Board members. If ▇▇▇ ▇▇▇▇▇▇▇ resigns from (许式伟) as of the Company, he will retaindate hereof.

Board Composition. Each Stockholder Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered 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 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 stockholdersshareholders, the following persons shall be elected to the Board: (a) At each election of directors in which For so long as the Series A Holders Investor holds no less than fifteen percent (excluding 15%) of the shares held by Ascent Biomedical Ventures I.Series A Preferred Shares purchased under the Series A Preferred Share Purchase Agreement (as adjusted for any conversion, LPshare splits, share dividends, combinations, recapitalizations or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if anysimilar transactions), voting as a separate class, are the Series A Investor shall be entitled to nominate and elect one (1) director of the Company, Board of the individual designated by such Company(the “Series A HoldersDirector”), initially to be Li Jianguang. The Series A Investor shall also be entitled to remove any director occupying in such position and to fill any vacancy caused by the resignation, death or removal of any director occupying such position. (b) For so long as 750,000 shares JAFCO holds no less than fifteen percent (15%) of the Series B Preferred Shares purchased under the Series B Preferred Share Purchase Agreement (as adjusted for any conversion, share splits, share dividends, combinations, recapitalizations or similar transactions), JAFCO shall be entitled to nominate and elect one (1) director of the Board of the Company (the “JAFCO Director”), initially to be ▇▇▇▇▇ ▇▇▇▇. JAFCO shall also be entitled to remove any director occupying in such position and to fill any vacancy caused by the resignation, death or removal of any director occupying such position. (c) For so long as the Series C Investor holds no less than fifteen percent (15%) of the Series C Preferred Shares purchased under the Purchase Agreement (as adjusted for any conversion, share splits, share dividends, combinations, recapitalizations or similar transactions), the Series C Investor shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Series C Director” and together with the Series A Director and the JAFCO Director, the “Preferred Stock remain outstandingDirectors”), who shall initially to be ▇▇▇▇▇▇▇ ▇▇▇▇▇;. The Series C Investor shall also be entitled to remove any director occupying in such position and to fill any vacancy caused by the resignation, death or removal of any director occupying such position. (bd) Provided that Quantum holds The holders of more than 340,938 shares fifty percent (50%) of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares the Ordinary Shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum Company shall be entitled to nominate and elect one four (14) director directors of the Corporation Board of the Company (the “Series B DirectorOrdinary Share Directors”), who shall initially to be ▇▇▇▇▇ ▇▇▇▇▇▇▇; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of ▇▇▇ ▇▇▇▇▇▇▇, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; (ii) ▇▇▇ ▇▇▇, ▇▇▇▇ (so long as he remains Employed Ning and Xia Xiaotao. Such holders shall also be entitled to remove any director occupying in such position and to fill any vacancy caused by the Company (as defined below))resignation, (iii) two (2) directors appointed by ▇▇▇ ▇▇▇▇▇▇▇, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement death or removal of ▇▇▇ ▇▇▇▇▇▇▇ and the other Board members. If ▇▇▇ ▇▇▇▇▇▇▇ resigns from the Company, he will retainany director occupying such position.

Board Composition. Each Stockholder agrees The Board will initially consist of up to vote, or cause five (5) Directors 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 designated 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, the following persons shall be elected to the Boardfollows: (ai) At each election of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, For so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇; Krakoff and its Permitted Transferees (bx) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director own at least 50% of the Corporation Convertible Preferred Units (the “Series B Director”), who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of ▇▇▇ ▇▇▇▇▇▇▇, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis) owned by it on the Closing Date, which Krakoff shall initially be ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; (ii) ▇▇▇ ▇▇▇▇▇▇▇ (so long as he remains Employed by the Company (as defined below)), (iii) entitled to appoint up to two (2) directors appointed by ▇▇▇ ▇▇▇▇▇▇▇Directors, and (ivy) own at least 25% of the Convertible Preferred Units (on an as-converted basis) owned by it on the Closing Date, Krakoff shall be entitled to appoint up to one (1) person who is not employed Director (the “Krakoff Directors”); (ii) For so long as the Co-Investors and their Permitted Transferees together (x) own at least 50% of the Convertible Preferred Units (on an as-converted basis) owned by them collectively on the Closing Date, the Co-Investors representing a majority in interest of the Membership Units held by the Company Co-Investors shall be entitled to appoint collectively up to two (2) Directors, and who is nominated (y) own at least 25% of the Convertible Preferred Units (on an as-converted basis) owned by them collectively on the Closing Date, the Co-Investors representing a majority in interest of the Membership Units held by the Co-Investors shall be entitled to appoint up to one (1) Director (the “Co-Investor Directors”); and (iii) For so long as the Co-Investors and Krakoff each own at least 25% of the Convertible Preferred Units (on an as-converted basis) owned by each of them, respectively, on the Closing Date, they shall be entitled to appoint one (1) Director by mutual agreement of ▇▇▇ ▇▇▇▇▇▇▇ Krakoff and the other Board membersCo-Investors (acting collectively) (the “Independent Director”). If ▇▇▇ ▇▇▇▇▇▇▇ resigns For the avoidance of doubt, if, during any period of time, either of the Co-Investors’ or Krakoff’s holding of Convertible Preferred Units falls below 25% of the Convertible Preferred Units (on an as-converted basis) owned by each of them, respectively, on the Closing Date, the Company shall have no Independent Director during such period and the mandate of an Independent Director previously appointed shall terminate accordingly and automatically. The names of the initial Directors are set forth on Schedule C hereto, which shall be amended from time to time to reflect any change in the Company, he will retainDirectors (without the consent of any Member being required therefor).

Board Composition. Each (a) The number of Directors constituting the Board shall be fixed at the number that is the number of Directors that RN Stockholder agrees and MTVN Stockholder are entitled to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting controldesignate in the aggregate, from time to time time, pursuant to Sections 2.01(a)(i), (ii) and at all times(iii) below, in whatever manner as which number shall initially be five (5). 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, the following persons shall be elected to the Boardcomposed as follows: (ai) At each (A) two (2) Directors designated for election to the Board by RN Stockholder for so long as RN Stockholder continues to own shares of directors in which Voting Stock representing at least twenty-five percent (25%) of the Series A Holders then outstanding shares of Voting Stock; or (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”B) if any)clause (A) is not applicable, voting as a separate class, are entitled to elect one (1) director of Director designated for election to the Company, the individual designated Board by such Series A Holders, RN Stockholder for so long as 750,000 RN Stockholder continues to own shares of Series A Preferred Voting Stock remain outstandingrepresenting at least ten percent (10%) of the then outstanding shares of Voting Stock (in each case, the “RN Designees”); the initial RN Designees are set forth on Schedule B; (ii) (A) two (2) Directors designated for election to the Board by MTVN Stockholder for so long as MTVN Stockholder continues to own shares of Voting Stock representing at least twenty-five percent (25%) of the then outstanding shares of Voting Stock; or (B) if clause (A) is not applicable, one (1) Director designated for election to the Board by MTVN Stockholder for so long as MTVN Stockholder continues to own shares of Voting Stock representing at least ten percent (10%) of the then outstanding shares of Voting Stock (in each case, the “MTVN Designees”); the initial MTVN Designees are set forth on Schedule C; and (iii) one Independent Director jointly designated by RN Stockholder and MTVN Stockholder (for so long as each of RN Stockholder and MTVN Stockholder is entitled to designate at least one Director pursuant to Sections 2.01(a)(i) and (ii)) who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock the individual set forth on or before November 30Schedule D hereto. If at any time RN Stockholder and MTVN Stockholder cannot agree upon the designee for Independent Director, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect Independent Director shall be selected pursuant to the Series B Preferred Stock)provision set forth in Schedule E hereto; provided, Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇; provided however, in the event that Quantum does the existing Independent Director resigns or is removed from the Board or if the Independent Director seat is otherwise vacant, the Company’s Chief Executive Officer (excluding any Person serving as the Company’s interim Chief Executive Officer), or if the office of the Chief Executive Officer is vacant or not hold more than 340,938 permanently filled, then the Company’s highest ranking officer, shall serve as the Independent Director during such interim period. (b) Each Stockholder agrees to vote or act by written consent with respect to (or cause to be voted or acted upon by written consent) all shares of Series B Preferred Voting Stock on then held of record by such Stockholder (x) in favor of the election to the Board of those individuals designated or before November 30nominated in accordance with Section 2.01(a) and (y) against the election to the Board of any individual not designated or nominated in accordance with Section 2.01(a); provided, 2009however, that at the written request of either MTVN Stockholder or any time thereafter holds less than 340,938 RN Stockholder with respect to a Director designated by such Stockholder pursuant to Section 2.01(a), each other Stockholder hereby agrees to vote or act by written consent with respect to (or cause to be voted or acted upon by written consent) all shares of Series B Preferred Stock, the Series B Director may be elected Voting Stock then held of record by a majority such Stockholder in favor of the holders removal from office of record such Director at any meeting or upon any action by written consent called or taken for the purpose of removing such Director from office (and except as set forth in Section 2.01(d), otherwise shall not vote or act by written consent to cause the Shares removal of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of ▇▇▇ ▇▇▇▇▇▇▇, the Series A Director (as defined below) and the ABV Director (as defined belowwithout cause);. (c) At In the event of any vacancy in the office of Director of an RN Designee or MTVN Designee, each election Stockholder agrees to vote or act by written consent with respect to (or cause to be voted or acted upon by written consent) all shares of directors Voting Stock then held of record by such Stockholder in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors favor of the Companyelection to the Board of an individual designated in writing by RN Stockholder or MTVN Stockholder, as applicable, and against the election to the Board of any individual not designated by RN Stockholder or MTVN Stockholder, as applicable. The Company and the Stockholders shall vote all use their best efforts to fill any vacancies of their respective Shares so the Board as soon as practicable following the date such vacancy is created. (d) If at any time there is a reduction in the number of Directors a Stockholder has a right to elect (idesignate pursuant to Sections 2.01(a)(i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; and (ii) ▇▇▇ ▇▇▇▇▇▇▇ (so long as he remains Employed by the Company (as defined below)), such Stockholder shall use its best efforts to cause such number of its designees to resign from the Board. If a designee fails to resign in accordance with the preceding sentence, each Stockholder agrees to vote or act by written consent with respect to (iiior cause to be voted or acted upon by written consent) two (2) directors appointed all shares of Voting Stock then held of record by ▇▇▇ ▇▇▇▇▇▇▇, and (iv) one (1) person who is not employed by such Stockholder in favor of the removal of such Director without cause. The Company and who is nominated by mutual agreement the Stockholder shall use their best efforts to cause such action to be taken as soon as practicable following the date of ▇▇▇ ▇▇▇▇▇▇▇ and the other Board members. If ▇▇▇ ▇▇▇▇▇▇▇ resigns from the Company, he will retaindecrease.

Board Composition. 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 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, the following persons shall be elected to the BoardBoard of Directors: (a) At each election of directors as a Series D Director (as defined in which the Restated Charter), (i) one individual (the “Series A Holders (excluding the shares held D Designee”) designated by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY IRevolution Growth II, LP (collectively “ABVRevolution Growth”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, so long as 750,000 Revolution Growth and its Affiliates continue to own at least 4,000,000 shares of Series A D Preferred Stock remain outstanding(as adjusted for stock splits, stock dividends and similar recapitalization events), who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇, or (ii) if Revolution Growth is no longer entitled to designate the Series D Designee, one independent member of the Board of Directors not otherwise an Affiliate of the Company or any Stockholder designated by a majority of the other directors then in office; (b) Provided that Quantum holds more than 340,938 as a Series D Director, one independent member of the Board of Directors not otherwise an Affiliate of the Company or any Stockholder (unless otherwise approved by a majority of the other directors then in office (excluding the Series D Designee)) (i) designated by Revolution Growth so long as Revolution Growth and its Affiliates continue to own at least 4,000,000 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B D Preferred Stock (subject to appropriate adjustment in the event of any as adjusted for stock dividendsplits, stock split, combination or other dividends and similar recapitalization with respect events), (ii) approved (or, if Revolution Growth is no longer entitled to designate such Series D Director, designated) by a majority of the other directors then in office (excluding the Series B Preferred Stock), Quantum shall be entitled to elect one D Designee) in their reasonable discretion and (1iii) director of for which the Corporation (the “Series B Director”)Founders may propose candidates for consideration, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇; provided however, ; (c) as the Preferred Director (as defined in the event that Quantum does not hold more than 340,938 Restated Charter), one individual designated by holders of a majority of the outstanding shares of the Company’s Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock held by the Founder Holders, voting together as a single class on or before November 30an as-converted basis, 2009who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (d) as the Common Directors (as defined in the Restated Charter), three individuals designated by holders of a majority of the outstanding shares of Common Stock held by the Founder Holders, voting together as a separate class, who shall initially be the Founders; (e) as a Joint Director (as defined in the Restated Charter), one independent member of the Board of Directors not otherwise an Affiliate of the Company or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected Stockholder designated by a majority of the other directors then in office, who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇; and (f) as Joint Directors, up to three individuals designated by holders of record the majority of the Shares outstanding shares of Series 13 Preferred Common Stock subject to such proposed Series B Director being approved held by each of the Founder Holders, voting together as a separate class, who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; (ii) ▇▇▇ ▇▇▇▇▇▇ and ▇▇ (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by ▇▇▇▇ ▇▇▇▇▇▇▇, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of ▇▇▇ ▇▇▇▇▇▇▇ and the other Board members. If ▇▇▇ ▇▇▇▇▇▇▇ resigns from the Company, he will retain.

Board Composition. Each Stockholder agrees to vote, or cause to be votedvoted (to the extent so entitled), 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 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, the following persons shall be elected to the Board: (a) At each election of directors in which Three (3) persons designated by PTTCH (the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABVPTTCH Designees”) if any)as the Class A Common Directors, voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, for so long as 750,000 such Stockholder and its Affiliates continue to own beneficially at least ten percent (10%) of the number of shares of Series Class A Preferred Common Stock remain outstanding, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock it acquires pursuant to the Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Class A Common Stock), Quantum shall which individuals will initially be entitled to elect one Puntip Oungpasuk, Narongsak Jivakanun and Thitipong Jurapornsiridee; (b) One (1) director of the Corporation (the “Series B Director”), who shall initially be ▇▇▇▇▇ person designated by ▇▇▇▇▇▇▇; provided however▇ LDK, LLC (the “Norwood Designee”), for so long as such Stockholder and its Affiliates continue to own beneficially at least ten percent (10%) of the number of shares of Class B Common Stock it acquires pursuant to the Conversion Agreement (subject to appropriate adjustment in the event that Quantum does not hold more than 340,938 shares of Series any stock dividend, stock split, combination or other similar recapitalization with respect to the Class B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of ▇▇▇ ▇▇▇▇▇▇▇, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall individual will initially be ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; ; (iic) One (1) person designated by Plainfield Direct LLC (the “Plainfield Designee”), for so long as such Stockholder and its Affiliates continue to own beneficially at least ten percent (10%) of the number of shares of Class B Common Stock it acquires pursuant to the Conversion Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class B Common Stock), which individual will initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ ; (d) One (1) person designated by Green Chem Second Edition, LLC (the “Green Chem Designee”), for so long as he remains Employed by such Stockholder and its Affiliates continue to own beneficially at least ten percent (10%) of the Company number of shares of Class B Common Stock it acquires pursuant to the Conversion Agreement (as defined below)subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class B Common Stock), (iii) two (2) directors appointed by which individual will initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇; and (ive) one One (1) person as the Independent Director who will be an individual not otherwise an Affiliate of the Company who is not employed by the Company mutually acceptable to and who is nominated by mutual agreement of ▇▇▇ PTTCH, on the one hand, and ▇▇▇▇▇▇▇ LDK, LLC, Plainfield Direct LLC and Green Chem Second Edition, LLC, on the other Board members. If ▇▇▇ ▇▇▇▇▇▇▇ resigns from hand, and who shall have the appropriate expertise and experience in the relevant industry that can enhance the business of the Company. To the extent that any of clauses (a) through (e) above shall not be applicable, he will retainany member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the 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 or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. Each Stockholder agrees From the date hereof until the earliest of (i) the ----------------- closing of a Qualified Public Offering, (ii) the date on which no shares of Convertible Preferred Stock are outstanding, (iii) the date which is ten (10) years after the date hereof, (iv) the date on which the Investors cease to voteown in the aggregate at least 1,050,000 Convertible Preferred Shares and/or Conversion Shares (subject to adjustment for stock splits, stock dividends and the like) as to the Investors' rights hereunder or cause (v) until the date on which the Redeeming Stockholders cease to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time own in the aggregate at least 1,050,000 shares of Common Stock as 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 the rights of the stockholdersRedeeming Stockholders hereunder, the following persons shall be elected each Investor and each Redeeming Stockholder agree to the Board: (a) At each election of directors in which the Series A Holders (excluding the vote his or her shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company's capital stock having voting power (and any other shares over which it exercises voting control) and to take such other actions as are necessary so as to cause the Board of Directors of the Company to include and consist of (i) the CEO or any successor chief executive officer, the individual designated (ii) one nominee selected by such Series A HoldersMatrix Partners, so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be (iii) one nominee selected by ▇▇▇▇▇▇▇ ▇▇▇▇▇; River Ventures, (biv) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of ▇▇▇ ▇▇▇▇▇▇▇, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇; (ii) ▇, ▇▇▇ ▇▇▇▇▇▇▇ . or his successor as selected by agreement among Redeeming Stockholders (or their successors in interest), (v) two members unaffiliated with the Company, with relevant business experience, and from outside the Company's general area of business (one nominated by the Redeeming Stockholders and one nominated by the Company's management team, both of who are reasonably acceptable to the Investors) and (vi) one nominee selected by Highland Capital Partners so long as he remains Employed Highland Capital Partners or its affiliates own at least 507,019 shares of Common Stock (or securities of the Company convertible into such number of shares of Common Stock) (subject to adjustment for stock splits, stock dividends and the like). Further, each Investor and Redeeming Stockholder agrees to vote all shares of the Company's capital stock having voting power (and any other shares over which it exercises voting control) in such manner as shall be necessary or appropriate to ensure that any vacancy on the Board of Directors of the Company with respect to the directors subject to nomination as provided herein shall be filled in accordance with the provisions of this Section 7. No director may be removed from the Board of Directors except by the Company (as defined below)), (iii) two (2) directors appointed by ▇▇▇ ▇▇▇▇▇▇▇, and (iv) one (1) person who is not employed by the Company and who is entity or group which nominated by mutual agreement of ▇▇▇ ▇▇▇▇▇▇▇ and the other Board members. If ▇▇▇ ▇▇▇▇▇▇▇ resigns from the Company, he will retainsuch Director.