Independent Board Member is defined as a person who: (i) has no link with the Company, except as a shareholder; (ii) is not the Controlling Shareholder, nor the spouse or relative to the second degree of same, and is not or has not been linked to any company or entity related to the Controlling Shareholder within the last three (3) years (persons linked to public educational and/or research institutions being exempt from this restriction); (iii) has not been, within the last three (3) years, an employee or officer of the Company, the Controlling Shareholder or a company controlled by the Company; (iv) is not a direct or indirect supplier or purchaser of the Company‘s products and/or services in quantities that may compromise independence; (v) is not an employee or administrator of a company or entity that is supplying or acquiring the Company‘s products and/or services in quantities that may compromise independence; (vi) is not the spouse or relative to the second degree of any Company administrator; and (vii) does not receive any compensation from the Company other than that related to the position of Board member (cash shareholder payments are excluded from this restriction).