Audit Committee. A Non-Employee Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $15,000 for such service. A Non-Employee Director serving as a member other than the Chairperson of the Audit Committee shall receive an additional annual retainer of $7,500 for such service.

Section # Chairperson of the Board. The Chairperson of the Board of Directors shall have the power to preside at all meetings of the Board of Directors and shall have such other powers and duties as provided in these Bylaws and as the Board of Directors may from time to time prescribe.

within the jurisdiction of the JSC. From time to time, each Party may substitute one (1) or more of its representatives to the JSC on written notice to the other Party. The JSC shall be chaired on an annual rotating basis by a representative of either [[Organization A:Organization]] or ​, as applicable, on the Joint Steering Committee, with […​…] providing the first such chairperson. The chairperson shall appoint a secretary of the Joint Steering Committee, who shall be a representative of the other Party and who shall serve for the same annual term as such chairperson.

“Fees” means the annual retainer, any Committee Chairperson fees, meeting fees and any other fees earned by the Director for the performance of services as a member of the Board.

“Annual Director’s Fee” shall mean # the annual retainer fee payable to a Director, which fee may be modified from time to time, and which shall include all Director compensation, including attendance at Board and committee meetings (the “Annual Retainer”) and # any amounts paid in connection with service as a chairperson of any committee (the “Chairperson Retainer”). The Specified Percentage of the Annual Retainer shall be provided in the form of Deferred Stock Units as provided in Section 4(a) of the Plan, with the remainder of the Annual Retainer to be provided in cash, which may be deferred and converted into additional Deferred Stock Units pursuant to Section 4(b) of the Plan. Any Chairperson Retainer shall be provided in cash and may be deferred and converted into additional Deferred Stock Units pursuant to Section 4(b) of the Plan.

The following quarterly cash fees shall be paid to the Outside Directors and to each Outside Director serving as Chairperson of the Audit Committee, Compensation Committee and Nominating and Governance Committee, as applicable:

Each non-employee director, other than the chairperson of such committee, who serves on the following committees will receive an annual cash retainer, for each committee on which he or she serves, as listed below:

Section # Conduct of Meetings. Meetings of stockholders shall be presided over by such person as the Board of Directors may designate, or, in the absence of such a person, the Chairperson of the Board of Directors, or, in the absence of such person, the President of the Corporation, or, in the absence of such person, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, at the meeting. Such person shall be chairperson of the meeting and, subject to Section 2.16 hereof, shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seems to him or her to be in order. The Secretary of the Corporation shall act as secretary of the meeting, but in such person’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Equity awards will be granted under the Company’s 2021 Equity Incentive Plan or any successor equity incentive plan adopted by the Board and the stockholders of the Company (the “Plan”).

The Company will also reimburse each of the Eligible Directors for his or her travel expenses incurred in connection with his or her attendance at Board and committee meetings. Such reimbursements shall be paid on the same date as the annual cash fees are paid.