Common use of Subsidiary Board Clause in Contracts

Subsidiary Board. Unless otherwise approved by the Preferred Majority and the Founder, (i) the composition of the board of directors (or similar body) of the WFOE and Gracell Shanghai shall have the same number of members and Observer as the Board, and (ii) each of the Founder, OrbiMed, LAV USD Entity and LAV RMB Entity, Kington Entities, Temasek, and Morningside shall become entitled to (but shall not be obliged to) nominate and appoint the same number of member(s) and Observer to each board of directors (or similar body) of the WFOE and Gracell Shanghai as it is entitled to nominate and appoint to the Board as provided in Section 2.2(a) above; provided however that the Group Companies shall not be required to nominate any new member of the board of directors of any Group Company (other than the Company) prior to June 30, 2021, and thereafter only if requested in writing by any Investor entitled to appoint an Investor Director. Unless otherwise approved by the Preferred Majority and the Founder, the composition of the board of directors (or similar body) of each other Group Company other than the WFOE and Gracell Shanghai (each, a “Other Subsidiary Board”) shall be decided by the Board. Notwithstanding the foregoing, if the Company fails to consummate an IPO on or prior to June 30, 2021, and so requested in writing by any Investor holding (together with its Affiliates) more than 10% of total issued and outstanding share capital of the Company, (i) the composition of each Other Subsidiary Board shall be restructured to have the same number of members and Observer as the Board, and (ii) each of the Founder, OrbiMed, LAV USD Entities and LAV RMB Entity, Kington Entities, Temasek, and Morningside shall become entitled to (but shall not be obliged to) nominate and appoint the same number of member(s) and Observer to each Other Subsidiary Board as it is entitled to nominate and appoint to the Board as provided in Section 2.2(a) above; provided however that the Group Companies shall not be required to nominate any Other Subsidiary Board prior to June 30, 2021, and thereafter only if requested in writing by any Investor entitled to appoint an Investor Director. Each of the Founder, the Founder Holding Company, and the Group Companies covenants and agrees to take any and all actions necessary to ensure that each Other Subsidiary Board’s composition is in compliance with this Section 2.2(e).