Common use of Board Voting Clause in Contracts

Board Voting. Until such time as the Stockholders together own less than 30% of the outstanding Common Stock on a Fully Diluted Basis (the "Expiration Date"), the Company and each Stockholder agrees to take any and all action necessary, including, without limitation, the voting of all of its Common Stock, the execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies in directorships on the Board, the waiving of notice, the attendance of meetings and the amendment of the Certificate of Incorporation or the Bylaws, so as to: (a) cause the Board to consist of up to eleven (11) directors composed of the following Persons: (i) up to six (6) Persons designated by Brera (the "Brera Directors"); (ii) the chief executive officer of the Company, initially Beli▇▇▇ ▇▇▇ so long as he is employed by the Company, and two other individuals selected by the Investor Majority, provided that Seach shall hold one board seat, for so long as he is employed by the Company, and the Current Investor Director shall hold the other board seat until the Investor Majority decides otherwise (the "Investor Directors"); and (iii) two (2) Independent Directors (as defined pursuant to Rule 4200 of the Marketplace Rules of the National Association of Securities Dealers, Inc. or any successor provision thereto, the "Independent Directors"), which shall be designated by a majority vote of the Board. (b) cause the Board to be divided into three classes as follows: (i) one class (the "Class I Directors") to consist of up to two (2) Brera Directors and one (1) Investor Director to serve until the first annual meeting of the Company following the Closing and thereafter for additional terms of three years; (ii) one class (the "Class II Directors") to consist of up to two (2) Brera Directors, one (1) Investor Director and one (1) Independent Director to serve until the second annual meeting of the Company following the Closing and thereafter for additional terms of three years; and (iii) one class (the "Class III Directors") to consist of up to two (2) Brera Directors, one (1) Investor Director and one (1) Independent Director, to serve until the third annual

Board Voting. Until such time as the Stockholders together own less than 30% of the outstanding Common Stock on a Fully Diluted Basis (the "Expiration Date"), the Company and each Stockholder agrees to take any and all action necessary, including, without limitation, the voting of all of its Common Stock, the execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies in directorships on the Board, the waiving of notice, the attendance of meetings and the amendment of the Certificate of Incorporation or the Bylaws, so as to: (a) cause the Board to consist of up to eleven (11) directors composed of the following Persons: (i) up to six (6) Persons designated by Brera (the "Brera Directors"); (ii) the chief executive officer of the Company, initially Beli▇▇▇ ▇▇▇ so long as he is employed by the Company, and two other individuals selected by the Investor Majority, provided that Seach shall hold one board seat, for so long as he is employed by the Company, and the Current Investor Director shall hold the other board seat until the Investor Majority decides otherwise (the "Investor Directors"); and (iii) two (2) Independent Directors (as defined pursuant to Rule 4200 of the Marketplace Rules of the National Association of Securities Dealers, Inc. or any successor provision thereto, the "Independent Directors"), which shall be designated by a majority vote of the Board. (b) cause the Board to be divided into three classes as follows: (i) one class (the "Class I Directors") to consist of up to two (2) Brera Directors and one (1) Investor Director to serve until the first annual meeting of the Company following the Closing and thereafter for additional terms of three years; (ii) one class (the "Class II Directors") to consist of up to two (2) Brera Directors, one (1) Investor Director and one (1) Independent Director to serve until the second annual meeting of the Company following the Closing and thereafter for additional terms of three years; and (iii) one class (the "Class III Directors") to consist of up to two (2) Brera Directors, one (1) Investor Director and one (1) Independent Director, to serve until the third annualannual meeting of the Company following the Closing and thereafter for additional terms of three years.