Common use of Composition of Board of Directors Clause in Contracts

Composition of Board of Directors. As provided in the Company's Bylaws, the number of members of the Board of Directors shall initially be three. Each Shareholder shall vote all of its shares, and shall take all other necessary and desirable actions within such Shareholder's control (whether in its capacity as a shareholder, director, member of a board committee or officer of the Company or otherwise), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and shareholders' meetings) to ensure that: the number of directors constituting the Board of Directors remains three until the earlier to occur of (i) the first date on which CPK holds less than twenty-three percent (23%) of the Then Outstanding Shares and (ii) that date on which CPK elects not to exercise its right of first refusal set forth in Section 6 to purchase its entire pro rata share of New Securities; one of the members of the Board of Directors shall be an individual designated by Flax, who shall initially be ▇▇▇▇▇ ▇▇▇▇; one of the members of the Board of Directors shall be an individual designated by ▇▇▇▇▇▇▇▇▇▇, who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; until the first date on which CPK no longer holds at least fifteen percent (15%) of the Then Outstanding Shares, one of the members of the Board of Directors shall be an individual designated by CPK, who shall initially be ▇▇▇▇ ▇▇▇▇; in the event that any member of the Board of Directors who was designated by either Flax and ▇▇▇▇▇▇▇▇▇▇ ceases to serve as a director for any reason, that the Shareholder who designated such designee shall designate the successor member of the Board of Directors thereto, and that such designee shall become a member of the Board of Directors; in the event that the member of the Board of Directors who was designated by CPK ceases to serve as a director for any reason, and such cessation occurs prior to the first date on which CPK no longer holds at least fifteen percent (15%) of the Then Outstanding Shares, that CPK shall designate the successor member of the Board of Directors thereto, and that such designee shall become a member of the Board of Directors; in the event that a Shareholder desires to remove from the Board of Directors the member designated by such Shareholder, that the Shareholders and the Company shall take all necessary actions to remove such designee from the Board; and so long as CPK owns at least 15% of the Then Outstanding Shares immediately prior to a Transfer of its shares, if CPK Transfers at least 15% of the Then Outstanding Shares to a single transferee, that the number of directors constituting the Board of Directors is increased to a sufficient number so that such transferee can elect one board member pursuant to the cumulative voting procedures imposed by California law.

Composition of Board of Directors. As provided The shares of Series A Preferred --------------------------------- Stock issued pursuant to the Series A Purchase Agreement, the shares of Series B Preferred Stock issued pursuant to the Series B Purchase Agreement, the shares of Series C Preferred Stock issued pursuant to the Series C Purchase Agreement and issued or issuable upon exercise of the Series C Warrants, the shares of Series D Preferred Stock issued pursuant to the Series D Purchase Agreement and issued or issuable upon exercise of the H&Q Series D Warrants, the shares of Series E Preferred Stock issued pursuant to the Purchase Agreement, and, unless the context requires otherwise, the shares of Common Stock issued or issuable upon the conversion of such shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock are referred to in this Agreement as the "Shares." For so long as at least 200,000 Shares are outstanding, the Purchasers and the Common Stockholders agree that in any election of directors of the Company's Bylaws, the number they shall vote all shares of members capital stock of the Company owned or controlled by them, including all Shares, to elect a Board of Directors shall initially be three. Each Shareholder shall vote all of its shares, and shall take all other necessary and desirable actions within such Shareholder's control (whether in its capacity comprising not less than eight nor more than eleven directors designated as a shareholder, director, member of a board committee or officer of the Company or otherwise), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and shareholders' meetings) to ensure that: the number of directors constituting the Board of Directors remains three until the earlier to occur of follows: (i) five directors shall be designated by the first date on which CPK holds less than twenty-three percent (23%) holders of a majority of the Then Outstanding Shares and (ii) each a "Purchaser Director"); provided, that date on which CPK elects not to exercise its right of first refusal set forth in Section 6 to purchase its entire pro rata share of New Securities; one of the members of the Board of Directors shall Purchaser -------- Director may be an individual designated by FlaxAustin Ventures for so long as it holds at least 100,000 Shares, who shall initially one Purchaser Director may be ▇▇▇▇▇ ▇▇▇▇; one of the members of the Board of Directors shall be an individual designated by ▇▇▇▇▇▇▇▇▇▇, who shall initially be ▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; until the first date on which CPK no longer for so long as it holds at least fifteen percent (15%) of the Then Outstanding 100,000 Shares, one of the members of the Board of Directors shall Purchaser Director may be an individual designated by CPK, who shall initially be ▇▇▇▇ ▇▇▇▇; in the event that any member of the Board of Directors who was designated by either Flax and ▇▇▇▇▇▇▇▇▇▇ ceases to serve Scripps for so long as a director for any reason, that the Shareholder who designated such designee shall designate the successor member of the Board of Directors thereto, and that such designee shall become a member of the Board of Directors; in the event that the member of the Board of Directors who was designated by CPK ceases to serve as a director for any reason, and such cessation occurs prior to the first date on which CPK no longer it holds at least fifteen percent (15%) of the Then Outstanding 100,000 Shares, that CPK shall designate the successor member of the Board of Directors thereto, and that such designee shall become a member of the Board of Directors; in the event that a Shareholder desires to remove from the Board of Directors the member one Purchaser Director may be designated by such Shareholder, that the Shareholders and the Company shall take all necessary actions to remove such designee from the Board; and Oak for so long as CPK owns it holds at least 15% of the Then Outstanding Shares immediately prior to a Transfer of its shares100,000 Shares, if CPK Transfers and one Purchaser Director may be designated by Global for so long as it holds at least 15% of the Then Outstanding Shares to a single transferee, that the number of directors constituting the Board of Directors is increased to a sufficient number so that such transferee can elect one board member pursuant to the cumulative voting procedures imposed by California law.100,000 Shares; and

Composition of Board of Directors. As provided The Shareholders agree that in any election of directors of the Company's BylawsCompany they shall vote or act by written consent, as the case may be, all shares of capital stock of the Company now or hereafter owned or controlled by them, including all shares that they are entitled to vote under any voting trust, voting agreement or proxy, to elect a Board of Directors comprised of not fewer than seven directors (or not fewer than six directors when Hull (as defined) is no longer employed by the Company as described in subsection (c) below) designated as follows: (a) a majority of the directors (each an “ABRY Director” and collectively, the “ABRY Directors”) shall be designated by ABRY for so long as ABRY holds at least 10% of the number of members shares of Common Stock that ABRY holds on the date hereof (as appropriately and equitably adjusted for stock splits, stock combinations and the like); (b) one director (the “AV Director” and, together with the ABRY Directors, the “Purchaser Directors”) shall be designated by Austin Ventures for so long as Austin Ventures holds an aggregate of at least 10% of the Board number of Directors shares of Recapitalization Common Stock and/or Series A Preferred Stock that Austin Ventures holds on the date hereof (as appropriately and equitably adjusted for stock splits, stock combinations and the like); (c) one director (the “President Director”) shall initially be three▇▇▇▇▇ ▇. Each Shareholder ▇▇▇▇ (“▇▇▇▇”), for so long as Hull is employed by the Company; and (d) one director (the “CEO Director”) shall vote all of its sharesbe the individual, and shall take all other necessary and desirable actions within such Shareholder's control (whether in its capacity as a shareholderif any, director, member of a board committee or officer who is the Chief Executive Officer of the Company or otherwise)from time to time, and for so long as such individual is employed by the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and shareholders' meetings) to ensure that: in the number position of directors constituting the Board of Directors remains three until the earlier to occur of (i) the first date on which CPK holds less than twenty-three percent (23%) of the Then Outstanding Shares and (ii) that date on which CPK elects not to exercise its right of first refusal set forth in Section 6 to purchase its entire pro rata share of New Securities; one of the members of the Board of Chief Executive Officer. The initial ABRY Directors shall be an individual designated by Flax▇▇▇ ▇▇▇▇▇▇▇▇, who shall initially be ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇; one of the members of the Board of Directors shall be an individual designated by ▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇, who and the initial AV Director shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; until the first date on which CPK no longer holds at least fifteen percent (15%) . The obligation to vote shares in accordance with this Paragraph 1A shall be specifically applicable to and enforceable against any transferees of the Then Outstanding Shares, one of the members of the Board of Directors shall be an individual designated by CPK, who shall initially be ▇▇▇▇ ▇▇▇▇; in the event that any member of the Board of Directors who was designated by either Flax and ▇▇▇▇▇▇▇▇▇▇ ceases to serve as a director for any reason, that the Shareholder who designated such designee shall designate the successor member of the Board of Directors thereto, and that such designee shall become a member of the Board of Directors; in the event that the member of the Board of Directors who was designated by CPK ceases to serve as a director for any reason, and such cessation occurs prior to the first date on which CPK no longer holds at least fifteen percent (15%) of the Then Outstanding Shares, that CPK shall designate the successor member of the Board of Directors thereto, and that such designee shall become a member of the Board of Directors; in the event that a Shareholder desires to remove from the Board of Directors the member designated by such Shareholder, that the Shareholders and the Company shall take all necessary actions to remove such designee from the Board; and so long as CPK owns at least 15% of the Then Outstanding Shares immediately prior to a Transfer of its shares, if CPK Transfers at least 15% of the Then Outstanding Shares to a single transferee, that the number of directors constituting the Board of Directors is increased to a sufficient number so that such transferee can elect one board member pursuant to the cumulative voting procedures imposed by California lawparties hereto.

Composition of Board of Directors. As provided in the Company's Bylaws, the number of members of the Board of Directors shall initially be three. Each Shareholder shall vote all of its shares, and shall take all other necessary and desirable actions within such Shareholder's control (whether in its capacity as a shareholder, director, member of a board committee or officer of the Company or otherwisea) Subject to Section 8(c), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and shareholders' meetings) to ensure that: the number of directors constituting the Board of Directors remains three until the earlier to occur of (i) the first date authorized number of directors on which CPK holds the Board shall be set from time to time by resolution of the Board in accordance with the Bylaws of the Company, but shall consist of not less than twenty-three percent five (23%5) of the Then Outstanding Shares directors, and (ii) that date on which CPK elects not the Company agrees to exercise its right of first refusal set forth in Section 6 to purchase its entire pro rata share of New Securities; one take such actions as are necessary, and each of the members WP Parties and the Other Shareholders agrees to vote its shares of Voting Stock and to take such other actions as are necessary, so as to elect and thereafter continue in office as directors of the Board Company, (x) up to a number of Directors individuals that would constitute a majority of the then authorized number of directors on the Board, which shall in no event be an individual less than two (2) individuals, designated by Flaxthe WP Parties in writing, who shall initially from time to time to the Company and the Other Shareholders (the “WP Designees,” and the director positions that the WP Parties have the right to so designate being referred to herein as the “WP Designee Positions”), which individuals shall, as of the date of this Agreement, be ▇R. ▇▇▇▇ ▇▇▇▇; one of the members of the Board of Directors shall be an individual designated by ▇▇▇▇▇▇▇▇▇▇, who shall initially be ▇▇Honey and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; until , (y) the first then serving Chief Executive Officer of the Company (the “Management Designee”), and (z) up to two (2) individuals that are unaffiliated with either the WP Parties or the Chief Executive Officer of the Company (or their respective Affiliates) and that are designated by the mutual agreement of the WP Parties and the Chief Executive Officer of the Company in writing, from time to time to the Company and the Other Shareholders (the “Independent Designees,” and the director positions so designated being referred to herein as the “Independent Positions”), which individuals shall be selected, if at all, following the date on which CPK hereof. (b) The WP Parties shall have the right, upon written notice to the Company and the Other Shareholders, to (i) remove and replace each WP Designee, the Management Designee (if such person is no longer holds at least fifteen percent (15%) serving as the Chief Executive Officer of the Then Outstanding SharesCompany) or any Independent Designee during his or her term in office and (ii) to fill any vacancy otherwise occurring in a WP Designee Position. Upon receipt of such written notice, one the Company agrees to take such actions as are necessary, and each of the members Other Shareholders agrees to vote its shares of Voting Stock and to take such other actions as are necessary, so as to remove or replace each such designee, or to fill any such vacancy, as so specified in such notice (if applicable), provided the Board of Directors vacancies created by or otherwise referred to in any such notice shall be an individual designated by CPKfilled, who shall initially be ▇▇▇▇ ▇▇▇▇; if at all, only in accordance with the event that any provisions of Section 8(a). (c) Each member of the Board of Directors who was designated by either Flax and ▇▇▇▇▇▇▇▇▇▇ ceases to serve as a director for any reason, that the Shareholder who designated such designee shall designate the successor member of the Board of Directors thereto, and that such designee shall become a member of the Board of Directors; in the event that the member of the Board of Directors who was designated by CPK ceases to serve as a director for any reason, and such cessation occurs prior to the first date have one vote on which CPK no longer holds at least fifteen percent (15%) of the Then Outstanding Shares, that CPK shall designate the successor member of the Board of Directors thereto, and that such designee shall become a member of the Board of Directors; in the event that a Shareholder desires to remove from the Board of Directors the member designated by such Shareholder, that the Shareholders and the Company shall take all necessary actions to remove such designee from matters before the Board; and so long as CPK owns provided, however, the WP Designees then serving shall at least 15% of all times have, in the Then Outstanding Shares immediately prior to a Transfer of its shares, if CPK Transfers at least 15% of the Then Outstanding Shares to a single transfereeaggregate, that number of votes equal to the number of directors constituting WP Designee Positions at such time (i.e., a majority of the Board of Directors is increased to a sufficient number so that such transferee can elect one board member pursuant to the cumulative voting procedures imposed by California lawBoard).

Composition of Board of Directors. As provided in the Company's ’s Bylaws, the number of members of the Board of Directors shall initially be three. Each Shareholder shall vote all of its shares, and shall take all other necessary and desirable actions within such Shareholder's ’s control (whether in its capacity as a shareholder, director, member of a board committee or officer of the Company or otherwise), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and shareholders' ’ meetings) to ensure that: : (a) the number of directors constituting the Board of Directors remains three until the earlier to occur of (i) the first date on which CPK holds less than twenty-three percent (23%) of the Then Outstanding Shares and (ii) that date on which CPK elects not to exercise its right of first refusal set forth in Section 6 to purchase its entire pro rata share of New Securities; ; (b) one of the members of the Board of Directors shall be an individual designated by Flax, who shall initially be ▇▇▇▇▇ ▇▇▇▇; ; (c) one of the members of the Board of Directors shall be an individual designated by ▇▇▇▇▇▇▇▇▇▇, who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; ; (d) until the first date on which CPK no longer holds at least fifteen percent (15%) of the Then Outstanding Shares, one of the members of the Board of Directors shall be an individual designated by CPK, who shall initially be ▇▇▇▇ ▇▇▇▇; ; (e) in the event that any member of the Board of Directors who was designated by either Flax and ▇▇▇▇▇▇▇▇▇▇ ceases to serve as a director for any reason, that the Shareholder who designated such designee shall designate the successor member of the Board of Directors thereto, and that such designee shall become a member of the Board of Directors; ; (f) in the event that the member of the Board of Directors who was designated by CPK ceases to serve as a director for any reason, and such cessation occurs prior to the first date on which CPK no longer holds at least fifteen percent (15%) of the Then Outstanding Shares, that CPK shall designate the successor member of the Board of Directors thereto, and that such designee shall become a member of the Board of Directors; ; (g) in the event that a Shareholder desires to remove from the Board of Directors the member designated by such Shareholder, that the Shareholders and the Company shall take all necessary actions to remove such designee from the Board; and and (h) so long as CPK owns at least 15% of the Then Outstanding Shares immediately prior to a Transfer of its shares, if CPK Transfers at least 15% of the Then Outstanding Shares to a single transferee, that the number of directors constituting the Board of Directors is increased to a sufficient number so that such transferee can elect one board member pursuant to the cumulative voting procedures imposed by California law.