NOMINATING, OBSERVER AND SECONDMENT AGREEMENT
THIS NOMINATING, OBSERVER AND SECONDMENT AGREEMENT (this Agreement), dated as of , 2021, is by and between Thorne HealthTech, Inc., a Delaware corporation (the Company), Kirin Holding Company, Limited (Kirin) and Mitsui & Co., Ltd. (Mitsui, and together with Kirin, the Stockholders and each a Stockholder).
WHEREAS, on July 16, 2021 the Company publicly filed with the U.S. Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended, a registration statement on Form S-1 relating to the IPO of shares of Common Stock of the Company;
WHEREAS, pursuant to the Companys Fourth Amended and Restated Stockholder Agreement dated July 5, 2018 (the Stockholder Agreement), each of Kirin and Mitsui has appointed two members of the Board of Directors of the Company;
WHEREAS, the Stockholder Agreement will terminate in accordance with its terms upon the closing of the IPO;
WHEREAS, each of Kirin and Mitsui currently owns or beneficially owns shares of Common Stock of the Company; and
WHEREAS, the Company and each of Kirin and Mitsui desire to, amongst other things, provide for the nomination of an appointee of Kirin and an appointee of Mitsui to the Board of Directors for election and re-election to the Board of Directors following the termination of the Stockholder Agreement and after the Company has completed the IPO.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the following respective meanings:
(a) Affiliate has the meaning given to that term in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.
(b) Board of Directors means the Board of Directors of the Company.
(c) Bylaws means the Bylaws of the Company, as may be amended, restated or otherwise modified from time to time.
(d) Common Stock means shares of the Companys Common Stock, par value $0.01 per share.
(e) Election Meeting means any annual or special meeting of the Companys stockholders at which directors are to be elected.
(f) Governing Documents means the Companys certificate of incorporation, bylaws, or similar governing documents.