Page 10 of 67 SEC Filing
(b)
Further Nominations. The Investors agree, with respect to matters related to nominating directors to serve on the
Board, to refrain from taking and cause their Affiliates to refrain from taking, and shall not take and shall cause their Affiliates
not to take, any action to nominate any person or group of persons to serve as directors on the Board, other than the Investor
Designee. The Investors agree to execute and deliver, and cause their Affiliates to execute and deliver, all such instruments and
documents and do, and cause their Affiliates to do, all such other acts and things as may be necessary to more fully effectuate
the agreement set forth in this Section 1(b). For purposes of his Agreement, the term “Affiliate” means
(i) any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under
common control with such person or entity, as such terms are used in and construed under Rule 405 under the Securities Act of 1933,
as amended, and (ii) any purchaser or transferee of the Shares (as defined below) in which an Investor or its Affiliates have any
direct or indirect ownership interest.
(c)
Changes in Designees. From time to time so long as Boyalife Hong Kong has the right to designate an Investor Designee,
Boyalife Hong Kong, in its sole discretion, shall:
(i)
notify the Company in writing of an intention to remove from the Board any incumbent Investor Designee; or
(ii)
notify the Company in writing of an intention to select a new Investor Designee to the Board (whether to replace a prior
Investor Designee or to fill a vacancy in such Investor Designee Board seat).
In the event of such an initiation
of a removal or selection of an Investor Designee under this Section 1(a) and (c), the Company shall take such reasonable
actions as are necessary to facilitate such removals or elections, including, without limitation, soliciting the votes of the appropriate
stockholders.
2.
Support of Approval of Equity Incentive Plan. Each of the Investors shall vote, or cause to be voted, all shares
of the Company’s Common Stock (the “Shares”) owned by such Investor, or over which such Investor has voting
control, from time to time and at all times, in whatever manner as shall be necessary to cause the adoption of the New Equity Incentive
Plan at the 2016 annual meeting of the Company’s stockholders or any other special meeting of stockholders for that purpose.
For purposes of this Agreement, the “New Equity Incentive Plan” shall mean an equity incentive plan adopted
by the Company’s Board and recommended by the Board for adoption by the Company’s stockholder that provides the Company’s
directors, employees and other service providers the ability to acquire shares of the Company’s Common Stock; provided,
however, that such equity incentive plan does not authorize the issuance of a number of shares of the Company’s Common
Stock that is greater than 10% of the Company’s outstanding Common Stock calculated as of January 1, 2016.
3.
Additional Shares. In the event that subsequent to the date of this Agreement any shares or other securities are
issued on, or in exchange for, any of the Shares by reason of any stock dividend, stock split, consolidation of shares, reclassification
or consolidation involving the Company, such shares or securities shall be deemed to be Shares for purposes of this Agreement.
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