Common use of Board Designees Clause in Contracts

Board Designees. (a) In addition to the rights granted to Warburg pursuant to the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") to the Board of Directors for so long as (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consent. (b) In addition to the Board Designee, each party hereby agrees that following the Initial Closing, Warburg shall have the right to have one observer (the "Board Observer") attend the meetings of the Board of Directors as provided in Section 5.4(b) of the 2002 Purchase Agreement. (c) Pursuant to the terms of the Original Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). Pursuant to the terms of the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). (d) For so long as Warburg and/or Broadview have the right to designate a Board Designee pursuant to Section 5.4(a) herein, each Board Designee and the Board Observer shall receive a copy of all materials distributed to the Board of Directors, whether provided to the Board of Directors in advance of, during or after any meeting of the Board of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance at any such meeting, provided, however; that the Company has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could: (i) in the reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer or any of its affiliates, on the other hand. The Company will use its reasonable best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. (e) Each Board Designee and the Board Observer shall be reimbursed for out-of-pocket expenses incurred in connection with participation as a member or observer, as the case may be, of the Board of Directors in a manner consistent with the Company's policies for reimbursing other outside members of the Board of Directors. In addition, each Board Designee shall be entitled to the same compensation paid to other outside members of the Board of Directors in his or her capacity as a director, which compensation shall be assignable to Warburg and Broadview. (f) For so long as Warburg and/or Broadview have the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on the Board of Directors at all times. The size of the Board of Directors shall not be increased by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations.

Board Designees. (a) In addition Until (i) the date on which the Investor Parties cease to Beneficially Own at least 10% of the Outstanding Shares, the Investor will be entitled to designate one designee to be nominated by the Nomination Committee for election as a director of the Company and (ii) the date on which the Investor Parties cease to Beneficially Own at least 20% of the Outstanding Shares, the Investor will be entitled to designate a total of two designees to be nominated by the Nomination Committee for election as directors of the Company and (iii) the date on which the Investor Parties cease to Beneficially Own at least 30% of the Outstanding Shares, the Investor will be entitled to designate a proportionate number of nominees to be proposed by the Nomination Committee for election by the Company's shareholders, as follows: (A) when the total number of directors on the Board is even, the Investor may designate a number of directors equal to one-half of the total number of directors minus one, and (B) when the total number of directors on the Board is odd, the Investor may designate a number of directors equal to the rights granted to Warburg pursuant to total number of directors minus one multiplied by 0.5 (for example if there are seven directors the 2002 Purchase Agreement and Section 9(enumber of directors that the Investor may nominate shall be three: ((7-1) x 0.5))). The Investor agrees that, without the consent of the Series A Preferred Certificate of DesignationsCompany, and as shall it will not nominate more than one Board Designee who is a United States citizen or resident. The Company will use the same commercially reasonable efforts to cause the Board Designees to be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") elected to the Board of Directors for so long as (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount of the Amended Notes equal it uses to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each cause other principal committee nominees of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may to be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consentelected. (b) In addition If any Board Designee ceases to serve as a director for any reason, the Board Designee, each party hereby agrees that following Company will use its commercially reasonable efforts to cause any vacancy resulting thereby to be filled by another designee designated by the Initial Closing, Warburg shall have the right to have one observer (the "Board Observer") attend the meetings of the Board of Directors as provided in Section 5.4(b) of the 2002 Purchase AgreementInvestor. (c) Pursuant The Investor shall notify the Company of any proposed nominee in writing no later than the latest date on which Shareholders may make nominations to the terms of Board for the Original Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced applicable election in accordance with Section 5.4(a). Pursuant the Bye-laws, together with all information concerning such nominee required to be delivered to the terms of Company by the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). (d) For so long as Warburg and/or Broadview have the right to designate a Board Designee pursuant to Section 5.4(a) herein, each Board Designee Bye-laws and the Board Observer shall receive a copy of all materials distributed to the Board of Directors, whether provided to the Board of Directors in advance of, during or after any meeting of the Board of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance at any such meeting, provided, however; that the Company has the right to withhold any other information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could: (i) in the reasonable judgment of reasonably requested by the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer or any of its affiliates, on the other hand. The Company will use its reasonable best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. (e) Each Board Designee and the Board Observer shall be reimbursed for out-of-pocket expenses incurred in connection with participation as a member or observer, as the case may be, of the Board of Directors in a manner consistent with the Company's policies for reimbursing other outside members of the Board of Directors. In addition, each Board Designee shall be entitled to the same compensation paid to other outside members of the Board of Directors in his or her capacity as a director, which compensation shall be assignable to Warburg and Broadview. (f) For so long as Warburg and/or Broadview have the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on the Board of Directors at all times. The size of the Board of Directors shall not be increased by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations.

Board Designees. (a) In addition to If, on the rights granted to Warburg Fifth Interest Payment Date or on any subsequent Interest Payment Date, the Company does not pay an installment of cash interest at a rate of 13.25% per annum on the Series A Notes pursuant to the 2002 Purchase Agreement and provisions of Section 9(e4.1(c) of (the Series A Preferred Certificate of Designations“Board Trigger Event”), and as shall be provided for in Section 9(e) of then, pursuant to the Series B Preferred Certificate of DesignationsStockholders’ Agreement, Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") to the Board of Directors for so long as (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount of Holdings shall be increased from five members to seven members and two of the Amended members of the Board of Directors of Holdings shall resign or be removed in accordance with the Stockholders’ Agreement and the Holders of Notes equal shall have the right to at least twenty-five percent designate four members to the seven member Board of Directors of Holdings (25%) such designees, the “Second Lien Designees”), and the identification of the Second Lien Designees shall be determined in accordance with and pursuant to the terms and conditions set forth in this Section 4.22. The Trustee shall deliver a written notice to all Holders of Series A Notes as promptly as practicable following the occurrence of a Board Trigger Event (the “Series A Majority Holder Nomination Notice”), indicating that the Holders of a majority of the aggregate principal amount of the Amended Series A Notes originally issued outstanding on the record date identified in the Series A Majority Holder Nomination Notice (the “Record Date”) shall have 30 calendar days to Warburg or Broadviewrespond to the Series A Majority Board Nomination Notice by delivering an instruction that is reasonably acceptable to the Trustee, as executed by the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) holders of a majority of the shares aggregate principal amount of the Preferred Stock issued Series A Notes outstanding on the Record Date, to Warburg or Broadview pursuant to this Agreement upon exchange the Trustee specifying the names of all, and not less than all, of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable Second Lien Designees to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly appointed in accordance with the Company's By-lawsnominated, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by appointed to the Board of Directors of Holdings in accordance with the Company), the Board Stockholders’ Agreement (and by specifying two Second Lien Designees that shall be nominated to serve as a member of the Audit Committee, Compensation Committee and on each other principal committee of the Board of DirectorsDirectors of Holdings in accordance with the Stockholders’ Agreement) (the “Series A Majority Holder Nomination Election”). Any vacancy in Holders of Series B Notes and Series C Notes shall not be entitled to direct the position Trustee with respect to the Series A Majority Nomination Election; provided that such election complies with the provisions of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consentthis Section 4.22(a). (b) In addition If a Series A Majority Holders Nomination Election is not received within 30 calendar days of the delivery of the Series A Majority Holder Nomination Notice, the Trustee will deliver a written notice (the “Candidate Nomination Notice”) through the Depository to all Holders of Series A and Series B Notes, which Candidate Nomination Notice shall specify that (i) a Board Trigger Event has occurred and that the majority of the aggregate principal amount of the Series A Notes outstanding on the Record Date has not responded with a Series A Majority Holder Nomination Election, and, as a result, the Holders of Series A and Series B Notes have the right to nominate potential candidates to fill the four vacancies created on the Board Designeeof Directors of Holdings in accordance with the procedures described in this Section 4.22(b), (ii) each party hereby agrees that following the Initial Closing, Warburg such Holder of Series A and Series B Notes shall have the right to have nominate one observer (the "Board Observer") attend the meetings of candidate for potential election to the Board of Directors of Holdings, and (iii) such Holders of Series A and Series B Notes shall have 20 calendar days (the “Candidate Nomination Deadline”) to provide written notice to the Trustee containing the name, biographical and contact information of the individual that such Holder of Series A or Series B Notes has elected to nominate for potential election to the Board of Directors of Holdings (each, a “Potential Candidate,” and collectively, the “Potential Candidates”) and a description of any business affiliation or other relationship such Series A or Series B Holder may have with the Potential Candidate so nominated or his or her Affiliates or family members. Within five Business Days of the Candidate Nomination Deadline, the Trustee shall deliver a written notice through the Depository (the “Board Voting Notice”) to each Holder of Notes containing a list (and all related biographical information received) of all of the Potential Candidates that have been nominated by the Series A or Series B Holders that responded to the Candidate Nomination Notice as specified above, which Board Voting Notice shall specify (x) the name of the Series A or Series B Holder that nominated each such Potential Candidate listed in the Board Voting Notice, (y) that each Holder of Notes will have the right to cast one vote (whether for, against or abstain) for each $1.00 in principal amount of Notes held by such Holder on the Record Date (inclusive of all PIK Interest paid and accrued on the Notes) in respect of the nomination of each Potential Candidate identified on the Board Voting Notice and (z) the deadline (which shall in no event be later than 30 calendar days following the delivery of the Board Voting Notice) for which each Holder of Notes must return to the Trustee (in the manner specified by the Trustee in the Board Voting Notice) its election containing its votes in accordance with the foregoing in order for such Holder of Notes votes to be counted in the tabulation of votes by the Trustee. The Trustee shall tabulate the votes received from the Holders of Notes that properly responded to the Board Voting Notice and shall present the results of such tabulation (and a copy of all of the election forms) to the Company and Holdings in a written notice (the “Final Tabulation Notice”). The four Potential Candidates that received the highest number of “votes for” in properly completed election forms as identified in the Final Tabulation Notice shall be identified by the Trustee to the Company and Holdings as the Second Lien Designees that shall be nominated, elected and appointed to the Board of Directors of Holdings in accordance with the Stockholders Agreement. From and after the delivery of the Final Tabulation Notice, any removal of the Second Lien Designees (and the appointment of any replacement to fill the vacancy caused by the removal, resignation, death, disability or resignation of any Second Lien Designee) shall be determined by the Trustee in the same manner as the original Second Lien Designees were identified as provided in this Section 5.4(b) of the 2002 Purchase Agreement4.22. (c) Pursuant Holdings shall take all actions reasonably necessary, including increasing the number of directors constituting the Board of Directors of Holdings, to effectuate the terms provisions of Section 4.22. Holdings shall not take, approve or otherwise ratify any amendment, modification or restatement of Holdings’ certificate of incorporation or bylaws that adversely affects the rights of the Original Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced Holders of Notes set forth in accordance with this Section 5.4(a). Pursuant to the terms of the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a)4.22. (d) For so long as Warburg and/or Broadview have All of the right to designate a Board Designee pursuant to procedural provisions of this Section 5.4(a) herein4.22 shall be performed in compliance with the requirements of the Depository, each Board Designee and the Board Observer shall receive a copy of all materials distributed to the Board of Directorsextent applicable, whether provided which procedures shall be set forth in a supplemental indenture entered into prior to the Board of Directors in advance of, during or after any meeting of Fifth Interest Payment Date. The Trustee is authorized to hire an agent at the Board of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance at any such meeting, provided, however; that the Company has the right to withhold any information from the Board Observer Company’s expense and to exclude the Board Observer from any meeting or portion thereof if access enter into an agency agreement reasonably acceptable to such information or attendance at such meeting could: (i) in the reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board Trustee in order to carry out the procedural provisions of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer or any of its affiliates, on the other handthis Section 4.22. The Company will use its reasonable best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. (e) Each Board Designee and the Board Observer shall be reimbursed for out-of-pocket expenses incurred in connection with participation as a member or observer, as the case may be, of the Board of Directors in a manner consistent with the Company's policies for reimbursing other outside members of the Board of Directors. In addition, each Board Designee Trustee shall be entitled to rely exclusively on a written determination of such agent for the same compensation paid to other outside members purposes of tabulating the Board of Directors votes set forth in his or her capacity as a director, which compensation shall be assignable to Warburg and Broadviewthis Section 4.22. (f) For so long as Warburg and/or Broadview have the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on the Board of Directors at all times. The size of the Board of Directors shall not be increased by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations.

Board Designees. (a) In addition Wabtec will take all necessary action to cause two designees identified on Schedule 2.1 to be appointed to the rights granted Board to Warburg pursuant to serve in the 2002 Purchase Agreement and Section 9(e) class of directors with a term next expiring at the Series A Preferred Certificate annual meeting of DesignationsWabtec stockholders held in the years specified in Schedule 2.1, and effective as shall be provided for in Section 9(e) of immediately after the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one (1) director Closing (each, a "Board Designee") together with any other person designated by the Shareholders for appointment or election to the Board as contemplated by this Section 2.1, a “Board Designee”), provided, however, that if either or both such individuals dies, becomes incapacitated or is otherwise unwilling or unable to serve on the Board between the date hereof and such Closing, Wabtec will cause a substitute designee designated by Shareholder Action to be appointed to the Board in the class of Directors for so long directors in which such individual(s) previously served on the Board, effective as of immediately after such Closing. Without limiting the foregoing, (i) Warburg or Broadview, as until the case may be, date on which the Shareholders cease to Beneficially Owns an aggregate principal amount of the Amended Notes Own Common Shares equal to at least twenty-five percent (25%) 50% of the aggregate principal amount Initial Shares (assuming the conversion of all outstanding Preferred Shares into Common Shares), the Shareholders will be entitled to designate by Shareholder Action both Board Designees to be nominated by Wabtec to serve as directors of Wabtec and (ii) until the date on which the Shareholders cease to Beneficially Own at least 25% of the Amended Notes originally issued Initial Shares (assuming the conversion of all Preferred Shares into Common Shares), the Shareholders will be entitled to Warburg or Broadviewdesignate by Shareholder Action one Board Designee to be nominated by Wabtec to serve as directors of Wabtec, as in each case in the case may be, class of directors to which the Board Designees have been appointed pursuant to the immediately preceding sentence. Wabtec will take all actions necessary to provide the Shareholders with the representation on the Board contemplated by this Section 2.1, including (A) at each annual or special meeting of the Wabtec stockholders at which directors in the class in which a Board Designee serves are to be elected to the Board, including the applicable Board Designee in the slate of nominees recommended by the Board to Wabtec’s stockholders for election as directors, (B) using its reasonable best efforts to solicit proxies in order to obtain shareholder approval of the election of such Board Designees, including causing officers of Wabtec who hold proxies (unless otherwise directed by the Wabtec stockholder submitting such proxy) to vote such proxies in favor of the election of such Board Designees, and (C) using substantially the same efforts to cause the Board Designees to be elected to the Board as it uses to cause other nominees of the Board to be elected, including recommending that Wabtec stockholders vote in favor of the Board Designees in any proxy statement used by Wabtec to solicit the vote of its stockholders in connection with each annual or special meeting of the Wabtec stockholders at which directors are to be elected to the Board. Notwithstanding the foregoing, unless an individual is listed on Schedule 2.1, a Board Designee must be reasonably determined to be qualified by the Board’s Nominating and Corporate Governance Committee (the “N&CG Committee”) prior to being appointed or nominated for election to the Board, provided that the N&CG Committee acts in good faith to apply what it determines in good faith to be standards of qualification substantially similar to those it applies to other nominees to the Board or that are otherwise specifically targeted to the Board Designees. If the N&CG Committee so determines in good faith that an individual not listed on Schedule 2.1 is not so qualified for appointment or election to the Board, it will notify the Shareholder’s Representative in writing explaining the reasons therefor in reasonable detail, and the Shareholders may submit by Shareholder Action one or more alternative proposed Board Designees to the N&CG Committee until the N&CG Committee accepts such proposed Board Designees. (b) If any Board Designee ceases to serve as a director for any reason, Wabtec will promptly cause any vacancy resulting thereby to be filled by another designee designated by Shareholder Action, in the class in which such Board Designee previously served as director. (c) Notwithstanding anything to the contrary contained in this Agreement or the SPA, Wabtec will at all times provide such exculpation, indemnification, advancement and reimbursement of expenses (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated whether incurred in the Company's Certificate of Incorporation)investigating or defending a threatened or pending action, suit or proceeding for which indemnification may be sought, incurred in carrying out activities and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve obligations as a member of the Audit CommitteeBoard, Compensation Committee or otherwise) and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consent. (b) In addition compensation to the Board Designee, each party hereby agrees that following the Initial Closing, Warburg shall have the right to have one observer Designees (the "Board Observer") attend the meetings of the Board of Directors as provided in Section 5.4(b) of the 2002 Purchase Agreement. (c) Pursuant to the terms of the Original Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). Pursuant to the terms of the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). (d) For so long as Warburg and/or Broadview have the right to designate a Board Designee pursuant to Section 5.4(a) herein, each Board Designee and the Board Observer shall receive a copy of all materials distributed to the Board of Directors, whether provided to the Board of Directors in advance of, during or after any meeting of the Board of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance at any such meeting, provided, however; that the Company has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could: (i) in the reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer or any of its affiliates, on the other hand. The Company will use its reasonable best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. (e) Each Board Designee and the Board Observer shall be reimbursed for out-of-pocket expenses incurred in connection with participation as a member or observer, as the case may be, of the Board of Directors in a manner consistent with the Company's policies for reimbursing other outside members of the Board of Directors. In addition, each Board Designee shall be entitled to the same compensation paid to other outside members of the Board of Directors in his or her capacity as a directorsuch) as is consistent with the exculpation, which indemnification, advancement and reimbursement of expenses and compensation shall provided to other non-executive members of the Board. Wabtec acknowledges and agrees that any such indemnification obligations to indemnify or advance expenses to each Board Designee, in his or her capacity as such, for the matters covered by such indemnification obligations, will be assignable the primary source of indemnification and advancement and reimbursement of expenses of such Board Designee in connection therewith. Wabtec will maintain directors and officers liability insurance policies in such amounts and on such terms as approved by the Board from time to Warburg and Broadview. (f) For so long as Warburg and/or Broadview have the rights to appoint time, including the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on the same terms as apply to other Board of Directors at all times. The size of the Board of Directors shall not be increased by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designationsmembers.

Board Designees. (a) In addition Notwithstanding anything to the rights granted contrary in this Article II, Charlesbank Investor shall have the right, but not the obligation, for so long as Charlesbank Investor owns not fewer than 10,800,000 Equity Securities (which such number shall be appropriately adjusted for any combination or consolidation of the Equity Securities, by reclassification or otherwise, into a greater or lesser number of shares, or any dividend payable in Equity Securities) (the “Minimum Charlesbank Ownership Threshold”), to Warburg pursuant nominate one designee to serve on the board of directors of the Company (the “Board”). Notwithstanding anything to the 2002 Purchase Agreement and Section 9(e) contrary in this Article II, GTCR Investor shall have the right, but not the obligation, for so long as GTCR Investor owns not fewer than 14,500,000 Equity Securities (which such number shall be appropriately adjusted for any combination or consolidation of the Series A Preferred Certificate Equity Securities, by reclassification or otherwise, into a greater or lesser number of Designationsshares, and as shall be provided for or any dividend payable in Section 9(eEquity Securities) (the “Minimum GTCR Ownership Threshold”), to nominate one designee to serve on the Board. To exercise its director designation right, at least 90 days prior to the date of each meeting of the Series B Preferred Certificate Company’s stockholders at which directors are to be elected and at which the term of Designationsa director designated by a Sponsor will expire, Warburg and Broadview the Sponsor shall each have recommend to the exclusive right to appoint one (1) Nominating Committee a director candidate for nomination (each, a "Board “Sponsor Designee"” and collectively, the “Sponsor Designees”). Each Sponsor Designee recommended pursuant to this Section 2.1(a) shall be an Independent Director and shall be qualified to serve as a director under the Delaware General Corporation Law (any Sponsor Designee that satisfies such independence and other requirements, an “Eligible Designee”). The Nominating Committee shall evaluate the Sponsor Designees and recommend their nomination to the Board of Directors for so long as (i) Warburg or BroadviewBoard; provided, however, if the Nominating Committee determines in good faith and consistent with its fiduciary duties that a Sponsor Designee is not an Eligible Designee, the Nominating Committee may, in its reasonable discretion, reject such Sponsor Designee. In such event, the Charlesbank Investor and/or the GTCR Investor, as the case may be, Beneficially Owns shall recommend an aggregate principal amount alternative Sponsor Designee for the Nominating Committee’s evaluation, such process to continue until a Sponsor Designee is determined to be an Eligible Designee by the Nominating Committee, acting in good faith and consistent with its fiduciary duties. The Board shall approve, upon the recommendation of the Amended Notes equal to at least twenty-five percent (25%) Nominating Committee, the inclusion of the aggregate principal amount of the Amended Notes originally issued to Warburg Sponsor Designees for election or Broadviewreelection, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by in its slate of designees in the proxy materials it distributes to its stockholders, shall recommend that the Company’s stockholders vote in favor of such consent. (b) In addition to Sponsor Designees, shall solicit proxies from the Board Designee, each party hereby agrees that following Company’s stockholders for the Initial Closing, Warburg shall have the right to have one observer (the "Board Observer") attend the meetings election of the Board of Directors as provided in Section 5.4(b) of the 2002 Purchase Agreement. (c) Pursuant to the terms of the Original Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). Pursuant to the terms of the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). (d) For so long as Warburg and/or Broadview have the right to designate a Board Designee pursuant to Section 5.4(a) herein, each Board Designee and the Board Observer shall receive a copy of all materials distributed to the Board of Directors, whether provided to the Board of Directors in advance of, during or after any meeting of the Board of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance Sponsor Designees at any such meeting, provided, however; that the Company has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to shall otherwise support such information or attendance at such meeting could: (i) in the reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer or any of its affiliates, on the other hand. The Company will use its reasonable best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. (e) Each Board Designee and the Board Observer shall be reimbursed Sponsor Designees for out-of-pocket expenses incurred in connection with participation as a member or observer, as the case may be, of the Board of Directors election in a manner consistent with the Company's policies for reimbursing manner in which the Company supports its other outside members of candidates recommended by the Board of Directors. In addition, each Board Designee shall be entitled to the same compensation paid to other outside members of the Board of Directors in his or her capacity as a director, which compensation shall be assignable to Warburg and Broadviewfor election at such meeting. (f) For so long as Warburg and/or Broadview have the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on the Board of Directors at all times. The size of the Board of Directors shall not be increased by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations.

Board Designees. (a) In addition to the rights granted to Warburg pursuant to the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, so long as (i) the Notes are outstanding or (ii) each of Warburg and Broadview Beneficially Own at least 25% of the shares of the Preferred Stock issued to each Purchaser pursuant to this Agreement (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants issued hereunder but excluding the shares of Preferred Stock issuable upon the Company's Call Right), Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") to the Board of Directors for so long as (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants)Directors. The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Xxx Xxxxxxx Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of the Nasdaq National Market (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consent. (b) In addition to the Board Designee, each party hereby agrees that following the Initial Closing, Warburg shall have the right to have one observer (the "Board Observer") attend the meetings of the Board of Directors as provided in Section 5.4(b) of the 2002 Purchase Agreement. (c) Pursuant to the terms of the Original Agreement, Warburg designated hereby designates Xxxxxxx X. Xxxxxx as its initial Board Designee whose to commence his term commenced in accordance with Section 5.4(a)) herein. Pursuant to the terms of the Original Agreement, Broadview designated hereby designates Xxxxxx Xxxxxx as its initial Board Designee whose to commence his term commenced in accordance with Section 5.4(a)) hereof. (d) For so long as Warburg and/or and Broadview have the right to designate a Board Designee pursuant to Section 5.4(a) herein, each Board Designee and the Board Observer shall receive a copy of all materials distributed to the Board of Directors, whether provided to the Board of Directors in advance of, during or after any meeting of the Board of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance at any such meeting, provided, however; that the Company has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could: (i) in the reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer or any of its affiliates, on the other hand. The Company will use its reasonable best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. (e) Each Board Designee and the Board Observer shall be reimbursed for out-of-pocket expenses incurred in connection with participation as a member or observer, as the case may be, of the Board of Directors in a manner consistent with the Company's policies for reimbursing other outside members of the Board of Directors. In addition, each Board Designee shall be entitled to the same compensation paid to other outside members of the Board of Directors in his or her capacity as a director, which compensation shall be assignable to Warburg and Broadview. (f) For so long as Warburg and/or and Broadview have the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or and Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on the Board of Directors at all times. The size of the Board of Directors shall not be increased by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations.

Board Designees. (a) In addition to For so long as the rights granted to Warburg pursuant to the 2002 Purchase Agreement and Section 9(e) DLJMB Entities shall collectively hold 5% or more of the Series A Preferred Certificate outstanding shares of DesignationsCommon Stock, the Initial Stockholder and each Exchanger shall vote all of their shares of Common Stock, at each regular or special meeting of the shareholders of WRC called for the purpose of filling positions on the Board of Directors, or in any written consent executed in lieu of such a meeting of shareholders, and as shall be provided for in Section 9(e) of take all actions necessary to ensure the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") election to the Board of Directors of one individual designated by DLJMB (the “DLJMB Board Designee”). (b) If a DLJMB Board Designee shall cease to serve as a director of WRC for so long as (i) Warburg any reason at a time when the DLJMB Entities collectively hold 5% or Broadview, as the case may be, Beneficially Owns an aggregate principal amount more of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion Stock, the Initial Shareholder and each Exchanger shall vote all of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the their shares of Common Stock issuable upon exercise of Stock, and WRC shall take all actions necessary, to ensure the Warrants). The Board Designees vacancy resulting thereby shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delawarefilled by another individual designated by DLJMB. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by Once serving on the Board of Directors Directors, a DLJMB Board Designee shall not be removed from office without the consent of the Company), DLJMB Entities other than for cause. In the event that a DLJMB Board Designee is unable to attend a meeting of the Board Designees shall serve of Directors, DLJMB may designate a representative to attend such meeting as a member of non-voting observer only. (c) WRC shall take all actions necessary to cause the Audit Committee, Compensation Committee DLJMB Board Designee to be appointed to the compensation committee and each other principal the audit committee of the Board of Directors. Any vacancy in For so long as DLJMB has the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at right to appoint a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consent. (b) In addition to the DLJMB Board Designee, each party hereby agrees that following the Initial Closing, Warburg shall have the right to have one observer (the "Board Observer") attend the meetings of the Board of Directors as provided in Section 5.4(b) shall not generally delegate its authority to conduct the business of WRC to a committee of such Board of Directors; provided, that the 2002 Purchase Agreement. (c) Pursuant foregoing shall not prohibit delegation of authority to the terms of the Original Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). Pursuant to the terms of the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a)a committee for a specific purpose. (d) For WRC shall reimburse the DLJMB Board Designee, so long as Warburg and/or Broadview have the right to designate a DLJMB Board Designee pursuant to Section 5.4(a) herein, each Board Designee and the Board Observer shall receive a copy of all materials distributed to is serving on the Board of Directors, whether provided to the Board of Directors in advance of, during or after any meeting of the Board of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance at any such meeting, provided, however; that the Company has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could: (i) in the for all reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer or any of its affiliates, on the other hand. The Company will use its reasonable best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. (e) Each Board Designee and the Board Observer shall be reimbursed for out-of-pocket expenses incurred in connection with participation the DLJMB Board Designee’s services as a member or observerdirector. (e) WRC shall obtain and cause to be maintained in effect so long as a DLJMB Board Designee is serving on the Board of Directors, as with financially sound insurers, a policy of directors’ and officers’ liability insurance covering each of the case may be, members of the Board of Directors (including, without limitation, each DLJMB Board Designee) in an amount of at least $5,000,000 per occurrence. (f) The Charter and the by-laws of WRC and other organizational documents of WRC shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to, and limitation of the personal liability of, the members of the Board of Directors and such other persons, if any, who, pursuant to a manner consistent with provision of such Charter, by-laws or other organizational documents, exercise or perform any of the Company's policies for reimbursing other outside powers or duties otherwise conferred or imposed upon members of the Board of Directors. In additionExcept as required pursuant to applicable law or regulation, each Board Designee shall such provisions may not be entitled amended, repealed or otherwise modified in any manner adverse to the same compensation paid to other outside members any member of the Board of Directors in his or her capacity as until at least six years following the date on which DLJMB is entitled to nominate a director, which compensation shall be assignable to Warburg and BroadviewDLJMB Board Designee. (fg) For so long as Warburg and/or Broadview have the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on the Board of Directors at all times. The size of the Board of Directors shall not be increased meet in person at least quarterly, and shall meet at such other times as called by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designationstwo directors.

Board Designees. (a) In addition to the rights granted to Warburg pursuant to the 2002 Purchase Agreement and Section 9(e) As of the Series A Preferred Certificate of DesignationsEffective Date, and as the Stockholder Parties shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one designate two directors to (1i) director the Board (each, a "Board Designee"“Stronghold Director”) to and (ii) any one or more Special Committees that the Board may from time to time resolve to establish, subject to compliance with any rule or regulation of the SEC, the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded, and any other applicable law. The Board shall appoint (I) one director that the Stockholder Parties designate in their sole discretion and (II) a second director that the Stockholder Parties designate, subject to approval of the qualifications of such second director by the ESG Committee, acting in good faith (such approval to be provided or withheld within 10 days of the designation of any such director by the Stockholder Parties and not to be unreasonably withheld, conditioned or delayed), and, subject to Sections 2.01(d) and 2.01(f), take all actions necessary or appropriate to appoint both Stronghold Directors so selected as promptly as reasonably practicable (x) as directors of the Board, effective as of the Effective Date, and (y) as members of any Special Committee, in each case, effective as of the date the Board establishes such Special Committee. The size of the Board shall be automatically increased or decreased, if necessary, to allow for so long as (i) Warburg the election, resignation or Broadviewremoval of the Stronghold Directors, as the case may be. (b) After the Effective Date, the Stockholder Parties shall have the right to designate (i) two Stronghold Directors to the Board and any Special Committee to be established from time to time, for so long as the Stockholder Parties Beneficially Owns an aggregate principal amount Own at least 15% of the Amended Notes equal to at least twenty-five percent (25%) issued and outstanding Common Stock, excluding, for purposes of the aggregate principal amount calculations of such issued and outstanding Common Stock, any Excluded Junior Securities (the Amended Notes originally issued to Warburg or Broadview“High Threshold Amount”), as the case may be, pursuant to this Agreement or (ii) Warburg or Broadviewone Stronghold Director to the Board and any Special Committee to be established from time to time, for so long as the case may be, Stronghold Parties Beneficially Owns at least twenty-five percent (2510%) , but less than 15% of the shares issued and outstanding Common Stock, in each case, excluding, for purposes of calculating such issued and outstanding Common Stock, any Excluded Junior Securities (the “Low Threshold Amount”). For so long as the Stockholder Parties meet the Beneficial Ownership threshold for either the Low Threshold Amount of the Preferred Stock issued High Threshold Amount, the Stockholder Parties shall be entitled to Warburg or Broadview pursuant to this Agreement upon exchange nominate the applicable number of Stronghold Directors, and the Company shall, at each annual meeting of the Notes stockholders of the Company at which any Stronghold Director’s term as a director expires, use reasonable best efforts to (x) nominate the applicable number of Stronghold Directors for election to the Board, (y) recommend that the holders of the Company’s voting stock vote in favor of such Stronghold Directors and (z) cause the Stronghold Directors to be elected to the Board. If, following election to the Board, one or both of the Stronghold Directors resigns, is removed, or is otherwise unable to serve for any reason (including as owned a result of death or disability) then, the Stockholder Parties shall be entitled to designate a replacement Stronghold Director, and outstanding the Board shall use reasonable best efforts to cause such replacement Stronghold Director to fill such vacancy and to be appointed to the Board and to any applicable Special Committee. If a Stronghold Director is not re-elected and the Stockholder Parties still have the right to designate the Stronghold Director, then the Stockholder Parties shall be entitled to designate a replacement Stronghold Director, and the Board shall appoint such replacement Stronghold Director to the Board and to any applicable Special Committee. Any vacancy in the office of a Stronghold Director shall be filled only by the holders of a majority of the Common Stock held by Stockholder Parties. At any time that the Stockholder Parties are entitled to nominate two Stronghold Directors, notwithstanding anything to the contrary in this Agreement, the second Stronghold Director must be a candidate whose nomination was approved by the ESG Committee, acting in good faith (such approval to be provided or withheld within 10 days of the designation of any such director by the Stockholder Parties and not to be unreasonably withheld, conditioned or delayed). (c) In the event that the Stockholder Parties cease to hold the High Threshold Amount that entitles them to nominate two (2) Stronghold Directors as provided above, if requested by the Board, one Stronghold Director shall offer his or her resignation as a director. In the event that the Stockholder Parties cease to hold the Low Threshold Amount that entitles the Stockholders to nominate one Stronghold Director as provided above, if requested by the Board, the Stronghold Director shall offer his or her resignation as a director, and the Stockholder Parties shall no longer have any rights under this Agreement with respect to the Stronghold Directors. (d) In addition to requirements relating to the ESG Committee and the second Stronghold Director set forth above, each Stronghold Director: (x) must meet in all material respects all of the requirements of a director of the Company and (y) must not be prohibited from or disqualified from serving as a director of the Company pursuant to any rule or regulation of the SEC, the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded or any other applicable law. Notwithstanding anything to the contrary in this Section 2.01, the parties hereto agree that the Board shall retain the right to object to the nomination, election or appointment of any Stronghold Director for service on the Board or any committee of the Board if the Board determines in good faith, after consultation with its outside legal counsel, that such Stronghold Director fails to meet the criteria set forth above. In the event that the Board objects to the nomination, election or appointment of any Stronghold Director to the Board pursuant to the terms of this purpose shares Section 2.01, and such Stronghold Director in fact fails to meet the criteria set forth above, the Board shall nominate or appoint, as applicable, another individual designated by the Stockholder Parties who meets the criteria set forth in this Section 2.01. (e) Subject to Section 2.01(f), the Company shall take all actions (to the extent such actions are permitted by applicable law) to (i) include each Stronghold Director in the slate of director nominees for election by the Company’s stockholders at each of the Company’s subsequent annual general meetings following entry into this Agreement and (ii) include each Stronghold Director in the proxy statement prepared by the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board at each subsequent annual general or special meeting following entry into this Agreement, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Board with respect to the election of members of the Board. The Board shall recommend that the holders of Common Stock issuable upon conversion entitled to vote for directors, as applicable, vote in favor of any such Stronghold Directors’ election and shall support the Stronghold Directors in the same manner in which the Board and the Company supports other director nominees, unless the Board determines in good faith, after consultation with outside counsel, that such recommendation and support would be inconsistent with the Board’s fiduciary duty under applicable law. Without the prior written consent of holders of a majority of the shares of Preferred Common Stock issuable held by Stockholder Parties, so long as the Stockholder Parties are entitled to designate any Stronghold Director for election to the Purchasers upon Board in accordance with this Section 2.01, the Board shall not remove any Stronghold Director from his or her directorship (except as required by law or otherwise provided by the terms, conditions and provisions of this Agreement). (f) The Company’s obligations pursuant to Section 2.01(a) and Section 2.01(e) shall be subject to the Stronghold Director providing the following: (i) any information that is required (x) to be disclosed in any filing or report or (y) in connection with determining the independence status of the Stronghold Director under (A) the listing standards of the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded; (ii) any information reasonably requested by the Company to otherwise fulfill its obligations under Section 2.01(a) and Section 2.01(e); and (iii) if required by applicable law, such individual’s written consent to being named in a proxy statement as a nominee and to serving as director if elected. (g) Subject to Section 2.01(b), a Stronghold Director is not appointed, nominated or elected to the Board because of such person’s death, disability, disqualification, withdrawal as a nominee or for any other reason, (i) the Notes Stockholder Parties shall be entitled to designate another designee following the failure of such Stronghold Director to be appointed, nominated or elected to the Board, and (ii) the director position for which the original Stronghold Director was nominated, appointed or elected shall remain vacant until another Stronghold Director nominee designated by the Stockholder Parties pursuant to clause (i) of this Section 2.01(g) is appointed or elected to such position. (h) Subject to Section 2.01(b) and Section 2.01(g), if a vacancy occurs because of the death, disability, disqualification, resignation or removal of a Stronghold Director or for any other reason, the Stockholder Parties shall be entitled to designate such person’s successor, and the shares of Common Stock issuable upon exercise Board shall promptly fill the vacancy with such successor as directed by the Stockholder Parties, it being understood that any such successor designee shall serve the remainder of the Warrants). The Board Designees shall be duly appointed term of the Stronghold Director whom such designee replaces in accordance with the Company's By-laws’s Articles of Incorporation. (i) Notwithstanding anything to the contrary in this Agreement, Certificate of Incorporation the Stockholders shall cause any Stronghold Directors to resign from the Board and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II any committees thereof if any such Stronghold Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined by the Board in good faith by the Board of Directors after consultation with outside legal counsel, is prohibited or disqualified from serving as a director of the Company), the Board Designees shall serve as Company or a member of the Audit Committee, Compensation Committee and each other principal committee any such committees under any rule or regulation of the Board of Directors. Any vacancy in SEC, the position of principal U.S. national or regional securities exchange on which the Board Designee appointed by Warburg and Common Stock is then listed or, if the Board Designee appointed by Broadview may be filled only by Warburg and BroadviewCommon Stock is not then listed on a U.S. national or regional securities exchange, respectively. Each of on the Board Designee appointed by Warburg and principal other market on which the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose Common Stock is then traded or by written consent of Warburg and Broadviewany other applicable law; provided, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consent. (b) In addition however, that, subject to the Board Designeelimitations set forth in this Section 2.01, each party hereby agrees that following the Initial Closing, Warburg Stockholder Parties shall have the right to have one observer (the "Board Observer") attend the meetings of the Board of replace such resigning Stronghold Director with a new Stronghold Director, such newly named Stronghold Directors as provided in Section 5.4(b) of the 2002 Purchase Agreement. (c) Pursuant to the terms of the Original Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). Pursuant to the terms of the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). (d) For so long as Warburg and/or Broadview have the right to designate a Board Designee pursuant to Section 5.4(a) herein, each Board Designee and the Board Observer shall receive a copy of all materials distributed be appointed promptly to the Board of Directors, whether provided to the Board of Directors in advance of, during or after any meeting place of the Board of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance at any such meeting, provided, however; that the Company has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could: (i) resigning Stronghold Director in the reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer or any of its affiliates, on the other hand. The Company will use its reasonable best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary manner set forth in the preceding sentence. (e) Each Board Designee Articles of Incorporation and the Board Observer Certificate of Designation for filling vacancies on the Board. Nothing in this Agreement shall be reimbursed for outconfer any third-of-pocket expenses incurred in connection with participation party beneficiary or other rights upon any person designated hereunder as a member Stronghold Director, whether during or observer, as the case may be, of the Board of Directors in a manner consistent with the Company's policies for reimbursing other outside members of the Board of Directors. In addition, each Board Designee shall be entitled to the same compensation paid to other outside members of the Board of Directors in his or her capacity as a director, which compensation shall be assignable to Warburg and Broadview. (f) For so long as Warburg and/or Broadview have the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members after such person’s service on the Board of Directors at all times. The size of the Board of Directors shall not be increased by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of DesignationsBoard.

Board Designees. (a1) In addition Subject to the rights granted provisions of Section B(3) of Article 6, the Holders of the Class B Common Stock (the “Class B Holders”) shall be entitled to Warburg pursuant vote as a separate class for the election of two (2) directors of the Corporation, (the directors of the Corporation so elected by the Class B Holders, the “Class B Directors”). In addition, so long as the Class B Holders and their Permitted Transferees own of record shares of Class B Common Stock representing at least 80% of the total outstanding shares of Common Stock held by such Class B Holders on April [—], 2010 (calculated prior to the 2002 Purchase Agreement and any sales of Common Stock contemplated by Section 9(e4.1(b) of the Series A Preferred Certificate Stockholders Agreement and reflecting the conversion of DesignationsCommon Stock to various classes of Common Stock as contemplated by Section B(6)a. of Article 4), the Class B Holders shall be entitled to vote as a separate class for the election of any director of the Corporation which the Class C Holders and/or the Class D Holders, as applicable, no longer have the right to designate pursuant to Sections B(2) and (3) of Article 6. Upon written notice to the Corporation by a majority in interest of the Class B Holders indicating such Class B Holders’ wish to exercise the right to designate a director which the Class C Holders and/or the Class D Holders, as applicable, previously had the right to designate pursuant to Sections B(2) and/or (3) of Article 6, the Class B Holders shall be entitled to vote as a separate class for the election of one (1) additional director for which either of such other class of Common Stock previously had the right to designate, and any such director elected by the Class B Holders shall also be a Class B Director. Upon such designation of a new Class B Director, the director previously designated by the other class of Common Stock shall automatically be removed. The Board of Directors shall take such action as shall be provided for in is necessary to cause the Class B Director to replace the director previously designated by the other class of Common Stock. (2) So long as the Holders of the Class C Common Stock (the “Class C Holders”) and their Permitted Transferees own of record shares of Class C Common Stock representing at least 50% of the total outstanding shares of Common Stock held by such Class C Holders on April [—], 2010 (calculated prior to any sales of Common Stock contemplated by Section 9(e4.1(c) of the Series B Preferred Certificate Stockholders Agreement and reflecting the conversion of DesignationsCommon Stock to various classes of Common Stock as contemplated by Section B(6)a. of Article 4), Warburg and Broadview the Class C Holder shall each have be entitled to vote as a separate class for the exclusive right to appoint election of one (1) director of the Corporation, (eachthe director of the Corporation so elected by the Class C Holder, the “Class C Director”). (3) Upon written notice to the Corporation by a "Board Designee"majority in interest of the Holders of Class D Common Stock (the “Class D Holders”) indicating such Class D Holders’ desire to exercise their rights to designate a director and so long as the Class D Holders and their Permitted Transferees own of record shares of Class D Common Stock representing at least 50% of the total outstanding shares of Common Stock held by such Class D Holders on April [—], 2010 (calculated after reflecting the conversion of Common Stock to various classes of Common Stock as contemplated by Section B(6)a. of Article 4), the Class D Holders shall be entitled to vote as a separate class for the election of one (1) director of the Corporation, (the director of the Corporation so elected by the Class D Holder, the “Class D Director”). Upon such designation by the Class D Holders of the Class D Director, one Class B Director designated by the Class B Holders (which will be the Class B Director other than Xxxx Xxxxxxx if he is a Class B Director, or if Xxxx Xxxxxxx is not then a Class B Director and no designation is made within 5 Business Days of the designation by the Class D Holders, the Class B Director selected by the Class D Holders) shall be removed and replaced by the Class D Director and the Board of Directors for so long shall take such action as is necessary to cause the Class D Director to replace such Class B Director. (i4) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount The Holders of the Amended Notes equal Class E Common Stock (the “Class E Holders”) shall be entitled to at least twenty-five percent vote as a separate class for the election of two (25%2) directors of the aggregate principal amount Corporation, (the directors of the Amended Notes originally issued Corporation so elected by the Class E Holders, the “Class E Directors”). (5) Except as set forth in Section B(5)b.1. of Article 4, the Holder of the Class F Common Stock shall not be entitled to Warburg or Broadviewvote for the election of directors of the Corporation. (6) Except as set forth in Section B(5)c.1. of Article 4, the Holders of the Class G Common Stock shall not be entitled to vote for the election of directors of the Corporation. (7) Subject to the right of the Class B Holders to designate the Class C Director and/or Class D Director, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%Section B(1) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly appointed in accordance Article 6, if any Holder with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as ability to designate a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consent. (b) In addition to the Board Designee, each party hereby agrees that following the Initial Closing, Warburg shall have the right to have one observer (the "Board Observer") attend the meetings of the Board of Directors as provided in Section 5.4(b) of loses such ability and no other Holder has the 2002 Purchase Agreement. (c) Pursuant to the terms of the Original Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). Pursuant to the terms of the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). (d) For so long as Warburg and/or Broadview have the right ability to designate a Board Designee replacement designee pursuant to this Section 5.4(a) hereinB of Article 6, each Board Designee and the Board Observer then such designee shall receive a copy of all materials distributed to the Board of Directors, whether provided to be immediately removed from the Board of Directors in advance of, during or after any meeting and the replacement will be appointed by a majority of the Board outstanding shares of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance at any such meeting, provided, however; that the Company has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could: (i) in the reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer or any of its affiliates, on the other hand. The Company will use its reasonable best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentenceCommon Stock. (e) Each Board Designee and the Board Observer shall be reimbursed for out-of-pocket expenses incurred in connection with participation as a member or observer, as the case may be, of the Board of Directors in a manner consistent with the Company's policies for reimbursing other outside members of the Board of Directors. In addition, each Board Designee shall be entitled to the same compensation paid to other outside members of the Board of Directors in his or her capacity as a director, which compensation shall be assignable to Warburg and Broadview. (f) For so long as Warburg and/or Broadview have the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on the Board of Directors at all times. The size of the Board of Directors shall not be increased by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations.

Board Designees. (a) In addition The Company, Riverstone and the Schlumberger Parties will use reasonable best efforts, including taking all Necessary Action, to the rights granted to Warburg pursuant to the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") to cause the Board of Directors for so long to cause the following nominees to be elected to serve as director on the Board: (i) Warburg if Riverstone and its Affiliates collectively Beneficially Own at least the number of shares of Common Stock as such Persons owned immediately prior to the Closing, up to two nominees designated by Riverstone who are reasonably acceptable to the Governance Committee and each of whom qualifies as an Independent Director; (ii) if Riverstone and its Affiliates collectively Beneficially Own at least 10% of the outstanding shares of Common Stock, up to one nominee designated by Riverstone who is reasonably acceptable to the Governance Committee and who qualifies as an Independent Director; (iii) if the Schlumberger Parties and their Affiliates collectively Beneficially Own at least 20% of the outstanding shares of Common Stock, up to two nominees designated by the Schlumberger Parties who are reasonably acceptable to the Governance Committee and each of whom qualifies as an Independent Director; and (iv) if the Schlumberger Parties and their Affiliates collectively Beneficially Own at least 10% of the outstanding shares of Common Stock, up to one nominee designated by the Schlumberger Parties who is reasonably acceptable to the Governance Committee and who qualifies as an Independent Director. The initial designees of Riverstone shall be Xxx Xxxxxxx and Xxxxx Xxxxxxxxx. The initial designees of the Schlumberger Parties shall be Simon Ayat and [•]. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all Necessary Action to effectuate the above will include (A) any person designated pursuant to this Section 2.1(a) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending such individual to be elected as a director as provided herein, (C) soliciting proxies or Broadviewconsents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominee to be elected to the Board, including providing at least as high a level of support for the election of such nominee as it provides to any other individual standing for election as a director. The Company is entitled to identify such individual as a Riverstone Director or Schlumberger Director, as the case may be, Beneficially Owns an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may beapplicable, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consentAgreement. (b) In addition to So long as the Board Designee, each party hereby agrees that following the Initial Closing, Warburg shall have the right to have one observer (the "Board Observer") attend the meetings members of the Board are allocated among separate classes of Directors directors, any director designated by Riverstone pursuant to Section 2.1(a) (each, a “Riverstone Director”) will be designated to the class as mutually agreed upon by Riverstone and the Company, and any director designated by the Schlumberger Parties pursuant to Section 2.1(a) (each, a “Schlumberger Director”) will be designated to the class as mutually agreed upon by the Schlumberger Parties and the Company; provided that, in Section 5.4(b) all cases, the number of the 2002 Purchase Agreementdirectors in each class shall be as nearly equal in number as is reasonably possible. (c) Pursuant So long as Riverstone is entitled to designate a nominee pursuant to Section 2.1(a)(i) or Section 2.1(a)(ii), Riverstone will have the right to remove such Riverstone Director (with or without cause), from time to time and at any time, from the Board, exercisable upon written notice to the terms of Company, and the Original Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). Pursuant Company will take all Necessary Action to the terms of the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a)cause such removal. (d) For so So long as Warburg and/or Broadview the Schlumberger Parties are entitled to designate a nominee pursuant to Section 2.1(a)(iii) or Section 2.1(a)(iv), the Schlumberger Parties will have the right to designate a Board Designee pursuant remove any such Schlumberger Director (with or without cause), from time to Section 5.4(a) herein, each Board Designee time and the Board Observer shall receive a copy of all materials distributed to the Board of Directors, whether provided to the Board of Directors in advance of, during or after any meeting of the Board of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance at any such meetingtime, provided, however; that the Company has the right to withhold any information from the Board Observer and Board, exercisable upon written notice to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could: (i) in the reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on and the one hand, and those of the Board Observer or any of its affiliates, on the other hand. The Company will use its reasonable best efforts take all Necessary Action to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentencecause such removal. (e) Each Board Designee and In the event that a vacancy is created on the Board Observer shall be reimbursed for out-of-pocket expenses incurred in connection at any time by the death, disability, resignation or removal of a Riverstone Director or a Schlumberger Director, then (i) Riverstone, with participation as respect to a member vacancy created by the death, disability, resignation or observerremoval of a Riverstone Director, as or (ii) the case may beSchlumberger Parties, with respect to a vacancy created by the death, disability, resignation or removal of the Board of Directors in a manner consistent with the Company's policies for reimbursing other outside members of the Board of Directors. In additionSchlumberger Director, each Board Designee shall will be entitled to designate an individual who is reasonably acceptable to the same compensation paid Governance Committee and qualifies as an Independent Director, to other outside members fill the vacancy so long as the total number of persons that will serve on the Board as designees of Riverstone or the Schlumberger Parties, as applicable, immediately following the filling of such vacancy, will not exceed the total number of persons Riverstone or the Schlumberger Parties, as applicable, is entitled to designate pursuant to Section 2.1(a) on the date of such replacement designation. The Company, the Schlumberger Parties and Riverstone will take all Necessary Action to cause such replacement designee to become a member of the Board of Directors in his or her capacity as a director, which compensation shall be assignable to Warburg and BroadviewBoard. (f) For so long as Warburg and/or Broadview have In the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members event that a Riverstone Director is then on the Board of Directors at and Riverstone is no longer entitled to designate one or more directors pursuant to Section 2.1(a), to the extent requested by the Governance Committee, Riverstone shall promptly cause the Riverstone Director to resign from service on the Board (and all times. The committees thereof on which the Riverstone Director serves) and promptly thereafter the Company may take all Necessary Action to cause the Board to cause the size of the Board to decrease by the number of Riverstone Directors so removed. Notwithstanding anything to the contrary in this Section 2.1, the Company, Riverstone and the Schlumberger Parties agree that, subject to continued approval of the Governance Committee of his qualifications as a director, Xxx Xxxxxxx shall not be increased by any election by Warburg required to resign from the Board if Riverstone and Broadview its Affiliates collectively Beneficially Owns at least the number of shares of Common Stock as such Persons owned immediately prior to appoint their respective the Closing. (g) In the event that a Schlumberger Director is then on the Board Designees and the Schlumberger Parties are no longer entitled to designate one or more directors pursuant to Section 5.4(a2.1(a), to the extent requested by the Governance Committee, the Schlumberger Parties shall promptly cause any such Schlumberger Director to resign from service on the Board (and all committees thereof on which such Schlumberger Director serves) herein or Section 5.4(a) and promptly thereafter the Company may take all Necessary Action to cause the Board to cause the size of the 2002 Purchase Agreement and Section 9(e) Board to decrease by the number of the Series A Preferred Certificate of DesignationsSchlumberger Directors so removed.

Board Designees. (a) In addition Subject to the rights granted to Warburg pursuant to the 2002 Purchase terms and conditions of this Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") to the Board of Directors for so long as (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation)Designations, from and after the Effective Date until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law the Sunset Date, at every meeting of the Board, or regulation or listing requirement a committee thereof, at which directors of Nasdaq (as determined in good faith the Company are appointed by the Board of Directors or are nominated to stand for election by stockholders of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consent. (b) In addition to the Board Designee, each party hereby agrees that following the Initial Closing, Warburg Stockholders shall have the right to have designate for appointment or election to the Board (any such member of the Board designated by the Stockholders, a "Stockholder Designated Director"): (i) two designees for so long as the Total Share Ownership of the Stockholder Parties is equal to or greater than 67% of the Initial Share Ownership; and (ii) one observer designee for so long as the Total Share Ownership of the Stockholder Parties is (A) less than 67% of the Initial Share Ownership but (B) equal to or greater than 33% of the Initial Share Ownership. The initial Stockholder Designated Directors as of the Effective Date are Xxxxx Xxxxxxx and Xxxxx Xxxxxxx (the "Initial Stockholder Designated Directors"). The Stockholders shall only designate a person to be a Stockholder Designated Director (i) who the Stockholders believe in good faith has the requisite skill and experience to serve as a director of a publicly-traded company and (ii) who is not prohibited from or disqualified from serving as a director of the Company pursuant to any rule or regulation of the SEC, the Securities Exchange or applicable Law and (iii) with respect to which no event required to be disclosed pursuant to Item 401(f) of Regulation S-K of the Exchange Act has occurred. Notwithstanding anything to the contrary in this Section 2.02, the parties hereto agree that the Board Observer") attend shall retain the meetings right to object to the nomination, election or appointment of any Stockholder Designated Director for service on the Board or any committee of the Board if the Board determines in good faith, after consultation with its outside legal counsel, that such Stockholder Designated Director fails to meet the criteria set forth above. In the event that the Board objects to the nomination, election or appointment of Directors as provided in Section 5.4(b) of any Stockholder Designated Director to the 2002 Purchase Agreement. (c) Pursuant Board pursuant to the terms of this Section 2.02, and such Stockholder Designated Director in fact fails to meet the Original Agreementcriteria set forth above, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). Pursuant to the terms of the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). (d) For so long as Warburg and/or Broadview have the right to designate a Board Designee pursuant to Section 5.4(a) herein, each Board Designee and the Board Observer shall receive a copy of all materials distributed to nominate or appoint, as applicable, another individual designated by the Board of Directors, whether provided to Stockholders that meets the Board of Directors in advance of, during or after any meeting of the Board of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance at any such meeting, provided, however; that the Company has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could: (i) in the reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer or any of its affiliates, on the other hand. The Company will use its reasonable best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary criteria set forth in the preceding sentence. (e) Each Board Designee and the Board Observer shall be reimbursed for out-of-pocket expenses incurred in connection with participation as a member or observer, as the case may be, of the Board of Directors in a manner consistent with the Company's policies for reimbursing other outside members of the Board of Directors. In addition, each Board Designee shall be entitled to the same compensation paid to other outside members of the Board of Directors in his or her capacity as a director, which compensation shall be assignable to Warburg and Broadview. (f) For so long as Warburg and/or Broadview have the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on the Board of Directors at all times. The size of the Board of Directors shall not be increased by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations.this Section

Board Designees. (a) In addition a. The Purchasers with Board Rights shall have the right to the rights granted to Warburg nominate, pursuant to the 2002 Purchase Agreement terms and subject to the conditions of this Section 9(e6.3, two nominees to the Company’s Board of Directors (the “Board Designees”); provided, however, that no such appointment shall be required unless such nominee shall (i) be qualified and suitable to serve as a member of the Board of Directors under all applicable corporate governance policies or guidelines of the Company and the Board of Directors, each as interpreted and applied in good faith, and applicable legal, regulatory and stock market requirements, (ii) meet the independence requirements of Section 5605 of the Marketplace Rules of the NASDAQ Stock Market or any successor thereto with respect to the Company; provided that the board seats, covenants and agreements contemplated by this Agreement (and payments made pursuant hereto) and ownership of any Notes, Warrants, Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) Stock or Conversion Shares by the Purchasers or any Affiliates of the Series B Preferred Certificate Purchasers shall not be considered for the purpose of Designationsthe application of such independence requirements, Warburg and Broadview shall each have the exclusive right to appoint one (1iii) director (eachfor Board Designees that are not full-time advisors, a "Board Designee") consultants, general partners, managing directors, principals or employees of any Purchaser or an Affiliate of any Purchaser, or Chief Executive Officers or directors of any portfolio company of any Purchaser or an Affiliate of any Purchaser, be acceptable to the Board of Directors (including the Nominating and Governance Committee of the Board of Directors) in its good faith discretion. The Purchasers with Board Rights will take all necessary action to cause any nominee for so long Board Designees to make himself or herself reasonably available for interviews, to consent to such reference and background checks or other investigations and to provide such information (including information necessary to determine the nominee’s independence status under various requirements and institutional investor guidelines as (iwell as information necessary to determine any disclosure obligations of the Company) Warburg or Broadview, as the case Board of Directors or its Nominating and Governance Committee may be, Beneficially Owns an aggregate principal amount reasonably request. As of the Amended Notes equal date hereof, the Purchasers with Board Rights have designated Xxxxxxx Xxxxxx and Xxxx Xxxxxx as nominees for Board Designee and the parties hereto agree that such nominees meet the requirements set forth in the proviso to the first sentence of this Section 6.3(a). On the Closing Date, Xxxxxxx Xxxxxx and Xxxx Xxxxxx shall be appointed as Board Designees to the Board of Directors with Xx. Xxxxxx serving in Class I and Xx. Xxxxxx serving in Class II. Provided that the Board Designees then meet the requirements set forth in the first sentence of this Section 6.3(a), the Company shall nominate each Board Designee for re-election as a director at least twenty-five percent the end of each term of such Board Designee as part of the slate proposed by the Company that is included in the proxy statement (25%or consent solicitation or similar document) of the aggregate principal amount Company relating to the election of the Amended Notes originally issued Board of Directors. In the event that any Board Designee ceases to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) be a member of the shares Board of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to Directors, the Purchasers upon exchange with Board Rights may select another person as a nominee for Board Designee to fill the Notes vacancy created thereby and, if the Board of Directors determines that such nominee meets the criteria set forth in the first sentence of this Section 6.3(a), such nominee shall become a Board Designee and the shares of Common Stock issuable upon exercise of the Warrants). shall be appointed to fill such vacancy. b. The Board Designees shall be duly appointed subject to the policies and requirements of the Company and its Board of Directors, including the Company’s Code of Conduct and Ethics for Employees, Officers and Directors, in accordance a manner consistent with the application of such policies and requirements to other members of the Board of Directors. The Company shall indemnify the Board Designees and provide the Board Designees with director and officer insurance to the same extent it indemnifies and provides insurance for the members of the Board of Directors pursuant to its organizational documents, applicable law or otherwise. All Board Designees shall be compensated for their service and reimbursed for expenses related to such service consistent with the Company's By’s policies for director compensation and reimbursement; provided, that Board Designees that are full-lawstime employees of the Purchasers or an Affiliate of the Purchasers (other than a portfolio company) are not entitled to such compensation but are entitled to such expense reimbursement. c. All obligations of the Company pursuant to this Section 6.3 shall terminate upon the first to occur of: (i) such time as the Purchasers or their Affiliates, Certificate collectively, do not own at least 25% of Incorporation each of the Notes and the General Corporation Law Warrants, (ii) the Company sells all or substantially all of Delawareits assets, (iii) the Company participates in any merger, consolidation or similar transaction following the consummation of which, the stockholders of the Company immediately prior to the consummation of such transaction hold less than 25% of all of the outstanding common stock or other securities entitled to vote for the election of directors of the surviving or resulting entity in such transaction, (iv) the Purchasers with Board Rights irrevocably waive and terminate all of their rights under this Section 6.3 or (v) the date the Warrants are cancelled. The Warburg date of termination pursuant to this clause (c) of the obligations of the Company pursuant to this Section 6.3 is sometimes referred to herein as the “Designee Termination Date”. In the event that the Company participates in any merger, consolidation or similar transaction following the consummation of which, the stockholders of the Company immediately prior to the consummation of such transaction hold less than 50% but more than 25% of all of the outstanding common stock or other securities entitled to vote for the election of directors of the surviving or resulting entity in such transaction, all of the provisions of this Section 6.3 will remain in full force and effect until the Designee Termination Date, except that the Purchasers with Board Rights shall only have the right to elect one nominee to the Board of Directors pursuant to this Section 6.3. d. Any Board Designee and the Broadview Board Designee so elected shall serve shall, at all times during which such Person serves as a Class III Director and Class II Directordirector, respectively (each as designated in not be a director or executive officer of a direct competitor of the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (Company as determined in good faith by the Board of Directors Directors; provided that in no event shall a Purchaser or its Affiliates be deemed to be a competitor. e. Notwithstanding anything else contained in this Agreement to the contrary, if at any time prior to the Designee Termination Date, the Board Designees are not members of the Company)Board of Directors for any reason, the Board Designees shall serve as a member instead be observers at meetings of the Audit Committee, Compensation Committee and each other principal committee of the Company’s Board of DirectorsDirectors (“Board Observers”). Any vacancy in the position of the The Board Designee appointed by Warburg Observers shall be provided reasonable prior written notice of, and the Board Designee appointed by Broadview may be filled only by Warburg and Broadviewentitled to attend, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consent. (b) In addition to the Board Designee, each party hereby agrees that following the Initial Closing, Warburg shall have the right to have one observer (the "Board Observer") attend the all meetings of the Board of Directors as provided in Section 5.4(b) and shall be furnished with all the information that members of the 2002 Purchase Agreement. (c) Pursuant to the terms of the Original Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). Pursuant to the terms of the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). (d) For so long as Warburg and/or Broadview have the right to designate a Board Designee pursuant to Section 5.4(a) herein, each Board Designee and the Board Observer shall receive a copy of all materials distributed to the Board of Directors, whether provided to the Board of Directors in advance of, during or after any are furnished with respect to each meeting of the Board of Directors, regardless of whether such Board Designee or and Section 6.3(b) shall apply to each Board Observer as if he or she were a Board Designee. f. At no time prior to the Designee Termination Date shall be in attendance at any such meeting, provided, however; that the Company has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could: (i) in the reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iiii) result in a conflict between the interests consist of the Companymore than twelve members, on the one hand, and those of including the Board Observer Designees or any of its affiliates, on the other hand. The Company will use its reasonable best efforts (ii) nominate more individuals for election to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. (e) Each Board Designee and the Board Observer shall be reimbursed for out-of-pocket expenses incurred in connection with participation as a member or observer, as the case may be, of the Board of Directors in a manner consistent with than the Company's policies for reimbursing other outside members size of the Board of Directors. In addition, each Board Designee shall be entitled If any stockholders nominate individuals for election to the same compensation paid to other outside members Board of Directors, those individuals shall not affect the nomination or election of the Board Designees (and shall instead affect the nomination or election of Directors in his or her capacity as a director, which compensation shall be assignable to Warburg and Broadview. (f) For so long as Warburg and/or Broadview have the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on other individuals nominated by the Board of Directors at all times. The size of the Board of Directors shall not be increased by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of DesignationsDirectors).

Board Designees. (a) In addition The Company will use reasonable best efforts, including taking all Necessary Action, to cause the Board to cause the following nominee to be elected to serve as director on the Board: (i) if Riverstone and its Affiliates collectively Beneficially Own at least 10% of the outstanding shares of Common Stock and the Board is comprised of five or more directors that are not Riverstone nominees, one additional nominee designated by Riverstone. For the avoidance of doubt, the rights granted to Warburg pursuant Riverstone to designate members of the Board are additive to, and not intended to limit in any way, the rights that Riverstone or any of its respective Affiliates may have to nominate, elect or remove directors under the Original Stockholders Agreement, the Company’s certificate of incorporation, bylaws or the Delaware General Corporation Law. The Company agrees, to the 2002 Purchase Agreement and Section 9(efullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all necessary corporate action to effectuate the above will include (A) of including the Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") to the Board of Directors for so long as (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may be, person designated pursuant to this Agreement Section 2.1(a) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending such individual to be elected as a director as provided herein, (C) soliciting proxies or consents in favor thereof, and (iiD) Warburg or Broadviewwithout limiting the foregoing, as otherwise using its reasonable best efforts to cause such nominee to be elected to the case may beBoard, Beneficially Owns including providing at least twenty-five percent (25%) as high a level of support for the shares election of the Preferred Stock issued such nominee as it provides to Warburg or Broadview any other individual standing for election as a director. The Company is entitled to identify such individual as a Riverstone Director pursuant to this Agreement upon exchange Agreement. (b) At any time the members of the Notes Board are allocated among separate classes of directors, the director designated by Riverstone pursuant to this Section 2.1 (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable “Riverstone Director”) will be designated to the Purchasers class allocated by Riverstone. (c) So long as Riverstone is entitled to designate a nominee pursuant to Section 2.1(a), Riverstone will have the right to remove such Riverstone Director (with or without cause), from time to time and at any time, from the Board, exercisable upon exchange for written notice to the Notes Company, and the shares of Common Stock issuable upon exercise of Company and will take all Necessary Action to cause such removal. (d) In the Warrants). The event that a vacancy is created on the Board Designees shall be duly appointed at any time by the death, disability, resignation or removal (whether by Riverstone or otherwise in accordance with the Company's By-laws’s certificate of incorporation and bylaws, Certificate as either may be amended or restated from time to time) of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Riverstone Director, respectively (each as designated in Riverstone will be entitled to designate an individual to fill the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For vacancy so long as such membership does not conflict with any applicable law or regulation or listing requirement the total number of Nasdaq (as determined in good faith by persons that will serve on the Board as designees of Directors Riverstone immediately following the filling of such vacancy will not exceed the Company), total number of persons Riverstone is entitled to designate pursuant to Section 2.1(a) on the Board Designees shall serve as date of such replacement designation. The Company will take all Necessary Action to cause such replacement designee to become a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consent. (b) In addition to the Board Designee, each party hereby agrees that following the Initial Closing, Warburg shall have the right to have one observer (the "Board Observer") attend the meetings of the Board of Directors as provided in Section 5.4(b) of the 2002 Purchase Agreement. (c) Pursuant to the terms of the Original Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). Pursuant to the terms of the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). (d) For so long as Warburg and/or Broadview have the right to designate a Board Designee pursuant to Section 5.4(a) herein, each Board Designee and the Board Observer shall receive a copy of all materials distributed to the Board of Directors, whether provided to the Board of Directors in advance of, during or after any meeting of the Board of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance at any such meeting, provided, however; that the Company has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could: (i) in the reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer or any of its affiliates, on the other hand. The Company will use its reasonable best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentenceBoard. (e) Each Board Designee and In the event that the Riverstone Director is then on the Board Observer and Riverstone is no longer entitled to designate a director pursuant to Section 2.1(a), to the extent requested by the nominating and corporate governance committee, Riverstone shall be reimbursed for out-of-pocket expenses incurred in connection with participation as a member or observerpromptly cause the Riverstone Director to resign from service on the Board (and all committees thereof on which the Riverstone Director serves), as and promptly thereafter the case may be, Company shall take all Necessary Action to cause the Board to cause the size of the Board of Directors in a manner consistent with the Company's policies for reimbursing other outside members of the Board of Directors. In addition, each Board Designee shall be entitled to the same compensation paid to other outside members of the Board of Directors in his or her capacity as a director, which compensation shall be assignable to Warburg and Broadviewdecrease by one. (f) For so long as Warburg and/or Broadview have the rights Riverstone hereby consents to appoint the Board Designees pursuant to (i) Expansion in accordance with Section 5.4(a) herein and/or Section 9(e) 2.3 of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on the Board of Directors at all times. The size of the Board of Directors shall not be increased by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of DesignationsOriginal Stockholders Agreement.

Board Designees. (a) In addition Notwithstanding anything to the rights granted contrary in this Article II, Charlesbank Investor shall have the right, but not the obligation, for so long as Charlesbank Investor owns not fewer than Equity Securities (which such number shall be appropriately adjusted for any combination or consolidation of the Equity Securities, by reclassification or otherwise, into a greater or lesser number of shares, or any dividend payable in Equity Securities) (the “Minimum Charlesbank Ownership Threshold”), to Warburg pursuant nominate one designee to serve on the board of directors of the Company (the “Board”). Notwithstanding anything to the 2002 Purchase Agreement and Section 9(e) contrary in this Article II, GTCR Investor shall have the right, but not the obligation, for so long as GTCR Investor owns not fewer than Equity Securities (which such number shall be appropriately adjusted for any combination or consolidation of the Series A Preferred Certificate Equity Securities, by reclassification or otherwise, into a greater or lesser number of Designationsshares, and as shall be provided for or any dividend payable in Section 9(eEquity Securities) (the “Minimum GTCR Ownership Threshold”), to nominate one designee to serve on the Board. To exercise its director designation right, at least 90 days prior to the date of each meeting of the Series B Preferred Certificate Company’s stockholders at which directors are to be elected and at which the term of Designationsa director designated by a Sponsor will expire, Warburg and Broadview the Sponsor shall each have recommend to the exclusive right to appoint one (1) Nominating Committee a director candidate for nomination (each, a "Board “Sponsor Designee"” and collectively, the “Sponsor Designees”). Each Sponsor Designee recommended pursuant to this Section 2.1(a) shall be an Independent Director and shall be qualified to serve as a director under the Delaware General Corporation Law (any Sponsor Designee that satisfies such independence and other requirements, an “Eligible Designee”). The Nominating Committee shall evaluate the Sponsor Designees and recommend their nomination to the Board of Directors for so long as (i) Warburg or BroadviewBoard; provided, however, if the Nominating Committee determines in good faith and consistent with its fiduciary duties that a Sponsor Designee is not an Eligible Designee, the Nominating Committee may, in its reasonable discretion, reject such Sponsor Designee. In such event, the Charlesbank Investor and/or the GTCR Investor, as the case may be, Beneficially Owns shall recommend an aggregate principal amount alternative Sponsor Designee for the Nominating Committee’s evaluation, such process to continue until a Sponsor Designee is determined to be an Eligible Designee by the Nominating Committee, acting in good faith and consistent with its fiduciary duties. The Board shall approve, upon the recommendation of the Amended Notes equal to at least twenty-five percent (25%) Nominating Committee, the inclusion of the aggregate principal amount of the Amended Notes originally issued to Warburg Sponsor Designees for election or Broadviewreelection, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by in its slate of designees in the proxy materials it distributes to its stockholders, shall recommend that the Company’s stockholders vote in favor of such consent. (b) In addition to Sponsor Designees, shall solicit proxies from the Board Designee, each party hereby agrees that following Company’s stockholders for the Initial Closing, Warburg shall have the right to have one observer (the "Board Observer") attend the meetings election of the Board of Directors as provided in Section 5.4(b) of the 2002 Purchase Agreement. (c) Pursuant to the terms of the Original Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). Pursuant to the terms of the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). (d) For so long as Warburg and/or Broadview have the right to designate a Board Designee pursuant to Section 5.4(a) herein, each Board Designee and the Board Observer shall receive a copy of all materials distributed to the Board of Directors, whether provided to the Board of Directors in advance of, during or after any meeting of the Board of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance Sponsor Designees at any such meeting, provided, however; that the Company has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to shall otherwise support such information or attendance at such meeting could: (i) in the reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer or any of its affiliates, on the other hand. The Company will use its reasonable best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. (e) Each Board Designee and the Board Observer shall be reimbursed Sponsor Designees for out-of-pocket expenses incurred in connection with participation as a member or observer, as the case may be, of the Board of Directors election in a manner consistent with the Company's policies for reimbursing manner in which the Company supports its other outside members of candidates recommended by the Board of Directors. In addition, each Board Designee shall be entitled to the same compensation paid to other outside members of the Board of Directors in his or her capacity as a director, which compensation shall be assignable to Warburg and Broadviewfor election at such meeting. (f) For so long as Warburg and/or Broadview have the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on the Board of Directors at all times. The size of the Board of Directors shall not be increased by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations.

Board Designees. (a) In For so long as the HOOPP Stockholder owns at least 25% of the HOOPP Preferred Units as set forth on the Master Schedule (as adjusted for stock splits, combinations, reclassifications and similar transactions) (the “HOOPP Ownership Threshold”), the Company shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected one director designated for nomination by the HOOPP Stockholder to serve on the Board (the “HOOPP Designee”). The initial HOOPP Designee shall be Xxx Xxxxxx and any subsequent HOOPP Designee shall be reasonably acceptable to the Founder. Each of the Principal Stockholders agrees with the Company that it shall vote or caused to be voted all of the shares of Common Stock beneficially owned by such holder in favor of the HOOPP Designee at each annual or special meeting of stockholders at which the HOOPP Designee is nominated for election. The Company agrees that, in addition to the foregoing, to the fullest extent permitted by applicable law (including any applicable fiduciary duties), taking all Necessary Action to effectuate the above will include, among other things and as applicable, (A) nominating and recommending the HOOPP Designee to be elected as a director and included in the slate of nominees in the class to be elected or appointed to the Board at the next (and each applicable subsequent) annual or special meeting of stockholders, (B) recommending that stockholders vote in favor of the HOOPP Designee, (C) not nominating in the slate of nominees to be elected or appointed at any such meeting more than the number of nominees to be so elected at such meeting and (D) soliciting proxies or consents in favor of the HOOPP Designee. For the avoidance of doubt, the rights granted to Warburg pursuant the HOOPP Stockholder to the 2002 Purchase Agreement and Section 9(e) designate members of the Series A Preferred Board are additive to, and not intended to limit in any way, the rights that the HOOPP Stockholder may have to nominate, elect or remove directors under the Certificate of DesignationsIncorporation, and as the Bylaws or the Delaware General Corporation Law. (b) Subject to Section 2.1(a), the HOOPP Stockholder shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") to the Board of Directors for so long as (i) Warburg or Broadview, as request the case may be, Beneficially Owns an aggregate principal amount removal of the Amended Notes equal to at least twenty-five percent (25%) of HOOPP Designee from the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the Bylaws, and the Company shall, and each of the Principal Stockholders agrees with the Company to, take all Necessary Action to cause the removal (whether for or without cause) of the HOOPP Designee at the request of the HOOPP Stockholder and (ii) designate a director for nomination and election to the Board to fill the vacancy (for the remainder of the then current term) created by reason of death, disability, removal or resignation or otherwise of the HOOPP Designee to the Board, and the Company shall, and each of the Principal Stockholders agrees with the Company to, take all Necessary Action to cause any such vacancy to be filled by a replacement HOOPP Designee nominated by the HOOPP Stockholder as promptly as reasonably practicable. (c) For so long as the HOOPP Stockholder holds Equity Securities representing at least the HOOPP Ownership Threshold, the HOOPP Stockholder shall have the right to appoint one director, manager, officer or employee of the HOOPP Stockholder as an observer to the Board (the “HOOPP Observer”). The initial HOOPP Observer shall be Xxxxxx Xxxx and any subsequent designee reasonably acceptable to the Founder. The HOOPP Observer shall have the right to: (i) notice of meetings of the Board and any significant actions of the Company or any Subsidiary at the same time as the members of the Board receive such notice, (ii) attend and participate as a non-voting observer in all meetings of the Board, and (iii) access to the same information provided to the members of the Board at the same time as the members of the Board; provided, that the HOOPP Observer shall (x) not be counted for purposes of determining whether a quorum is present at any meeting of the Board or any committee thereof, (y) not have the right to vote on any matter brought before the Board or any committee thereof or to participate in any action by unanimous written consent in lieu of a meeting of the Board or any committee thereof (and no vote or consent of the HOOPP Observer shall be required for purposes of determining whether any matter has been approved by the Board or any committee thereof), and (z) not be entitled to any other rights or powers of directors under the Certificate of Incorporation, the Bylaws, the Delaware General Corporation Law, applicable Law or any other agreement to which the Company is a party. Notwithstanding any of Delawarethe foregoing, the Company shall not be obligated to provide the HOOPP Observer with access to any information, materials or meetings (or portions thereof) if the Board reasonably determines that the exclusion of the HOOPP Observer is reasonably necessary to (a) preserve attorney-client privilege or protect highly confidential information or (b) avoid a conflict of interest between the Company and the HOOPP Stockholder or any of its Affiliates or breach of contractual or other legal obligations. The Warburg Board Designee HOOPP Observer shall (i) keep all information received pursuant to the rights granted by this Agreement confidential in accordance with Section 6.10 and execute the Broadview Board Designee so elected shall serve acknowledgement attached hereto as a Class III Director Exhibit A (the “Observer Agreement”), (ii) not use such information in any way or for any purpose other than to assist the HOOPP Stockholder in evaluating and Class II Director, respectively (each as designated managing its investment in the Company and (iii) not disclose such information to any third-party except in accordance with Section 6.10 and confidentiality agreement referred to in the foregoing clause (i). The HOOPP Stockholder shall be liable for any breaches of the Observer Agreement by the HOOPP Observer. As long as the HOOPP Stockholder is entitled to appoint the HOOPP Observer in accordance with this Section 2.1(c), the HOOPP Stockholder shall be entitled to direct the replacement of the HOOPP Observer for any reason and at any time by delivering notice in writing or by electronic transmission of such replacement to the Company's , which such replacement shall take effect at the time specified in such notice. (d) Until the Sunset (as defined in the Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consent. (b) In addition to the Board Designee, each party hereby agrees that following the Initial Closing, Warburg Founder Stockholder shall have the right to have appoint one individual as an observer to the Board (the "Board “Founder Observer"”). The initial Founder Observer shall be Xxxxxxx Xxxxxx. The Founder Observer shall have the right to: (i) attend the notice of meetings of the Board of Directors as provided in Section 5.4(b) and any significant actions of the 2002 Purchase Agreement. Company or any Subsidiary at the same time as the members of the Board receive such notice, (cii) Pursuant attend and participate as a non-voting observer in all meetings of the Board, and (iii) access to the terms of the Original Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). Pursuant to the terms of the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). (d) For so long as Warburg and/or Broadview have the right to designate a Board Designee pursuant to Section 5.4(a) herein, each Board Designee and the Board Observer shall receive a copy of all materials distributed to the Board of Directors, whether same information provided to the members of the Board at the same time as the members of Directors in advance ofthe Board; provided, during or after that the Founder Observer shall (x) not be counted for purposes of determining whether a quorum is present at any meeting of the Board or any committee thereof, (y) not have the right to vote on any matter brought before the Board or any committee thereof or to participate in any action by unanimous written consent in lieu of Directors, regardless a meeting of whether such the Board Designee or Board any committee thereof (and no vote or consent of the Founder Observer shall be in attendance at required for purposes of determining whether any such meetingmatter has been approved by the Board or any committee thereof), providedand (z) not be entitled to any other rights or powers of directors under the Certificate of Incorporation, however; the Bylaws or the Delaware General Corporation Law, applicable Law or any other agreement to which the Company is a party. Notwithstanding any of the foregoing, the Company shall not be obligated to provide the Founder Observer with access to any information, materials or meetings (or portions thereof) if the Board reasonably determines that the Company has exclusion of the right Founder Observer is reasonably necessary to withhold any information from the Board Observer and to exclude the Board Observer from any meeting (a) preserve attorney-client privilege or portion thereof if access to such protect highly confidential information or attendance at such meeting could: (ib) in the reasonable judgment avoid a conflict of the Company's outside counsel, adversely affect the attorney client privilege interest between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer Founder Stockholder or any of its affiliates, on the Affiliates or breach of contractual or other handlegal obligations. The Company will use its reasonable best efforts to ensure that any withholding of Founder Observer shall (i) keep all information or any restriction on attendance is strictly limited only received pursuant to the extent necessary set forth rights granted by this Agreement confidential in accordance with Section 6.10 and execute the Observer Agreement, (ii) not use such information in any way or for any purpose other than to assist the Founder Stockholder in evaluating and managing its investment in the preceding sentenceCompany and (iii) not disclose such information to any third-party except in accordance with Section 6.10 and the confidentiality agreement referred to in the foregoing clause (i). The Founder Stockholder shall be liable for any breaches of the Observer Agreement by the Founder Observer. As long as the Founder Stockholder is entitled to appoint the Founder Observer in accordance with this Section 2.1(d), The Founder Stockholder shall be entitled to direct the replacement of the Founder Observer for any reason and at any time by delivering notice in writing or by electronic transmission of such replacement to the Company, which such replacement shall take effect at the time specified in such notice. (e) Each Board Designee For greater certainty, although the obligations set forth in this Agreement are binding upon the parties hereto and any failure to comply herewith will constitute a breach of this Agreement, this Section 2.1 does not amend the Board Observer shall be reimbursed for out-of-pocket expenses incurred in connection with participation as a member or observer, as voting rights of any class of Common Stock set forth under the case may be, of the Board of Directors in a manner consistent with the Company's policies for reimbursing other outside members of the Board of Directors. In addition, each Board Designee shall be entitled to the same compensation paid to other outside members of the Board of Directors in his or her capacity as a director, which compensation shall be assignable to Warburg and Broadview. (f) For so long as Warburg and/or Broadview have the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on the Board of Directors at all times. The size of the Board of Directors shall not be increased by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of DesignationsIncorporation.

Board Designees. The Corporation shall expand the number of members on its Board of Directors (a"Board") In addition to by two. Each of the rights granted to Warburg two Purchasers that purchase the largest number of Class E Preferred Stock pursuant to the 2002 Purchase this Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right entitled to appoint one (1) director (each, a "Board Designee") member to the Board of Directors for so long as (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount such Purchaser continues to own Shares and/or Conversion Shares which together represent at least 40% of the Amended Notes equal to at least twenty-five percent (25%) number of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion or redemption of the shares of Class E Preferred Stock issuable initially purchased by such Purchaser (without giving effect to anti-dilution rights in the Class E Certificate of Designation). The persons so elected to be members of the Board shall be entitled to serve on each of the Audit, Compensation, Nominating and any other committee created by the Board; provided, however, that in the event any such committee fails to satisfy specific requirements under the rules and regulations of the Securities and Exchange Commission any exchange or trading system due to such persons affiliations, such person will agree to serve solely as an observer of such committee. Such appointed directors shall be entitled to receive the same compensation that is paid to other non-management Board members and committee members and shall be entitled to receive reimbursement for all reasonable costs incurred in attending such meetings, including, but not limited to, food, lodging and transportation. To the extent permitted by law, the Corporation will indemnify such persons and the Purchasers who elected such persons for the actions of such persons as members of the Board and/or any committee thereof, unless such actions are found by a court of law to have been grossly and intentionally negligent. As long as such persons remain as members of the Board, the Corporation will maintain director and officer insurance policies in amounts and on terms, which are reasonable for companies similarly situated to the Corporation and, reasonably acceptable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly that appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directorsdesignees. Any vacancy in the position of the Board Designee a director appointed by Warburg and the Board Designee appointed by Broadview may pursuant to this Section 7.14 shall be filled by and only by Warburg and Broadview, respectivelythe Purchaser that appointed the director whose position has become vacant. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview such director may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadviewthe Purchaser who appointed such director. In addition, respectively, at any Purchaser making an initial investment of $20 million or more of the Class E Preferred Stock who does not have a special meeting called for such purpose or by written consent member of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consent. (b) In addition to its organization serving on the Board Designeeat the time of such Board or Committee meeting, each party hereby agrees that following the Initial Closing, Warburg shall will have the right to have one appoint a non-voting Board observer (the "Board Observer") attend the meetings of the Board of Directors as provided in Section 5.4(b) of the 2002 Purchase Agreement. (c) Pursuant to the terms of the Original Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a)full information rights. Pursuant to the terms of the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). (d) For This right shall continue for so long as Warburg such Purchaser continues to own Shares and/or Broadview have the right to designate a Board Designee pursuant to Section 5.4(a) herein, each Board Designee and the Board Observer shall receive a copy of all materials distributed to the Board of Directors, whether provided to the Board of Directors in advance of, during or after any meeting Conversion Shares which together represent at least 20% of the Board number of Directors, regardless shares of whether such Board Designee Common Stock issuable upon conversion or Board Observer shall be in attendance at any such meeting, provided, however; that the Company has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could: (i) in the reasonable judgment redemption of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; Class E Preferred Stock initially purchased by such Purchaser (ii) cause the Board of Directors without giving effect to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer or any of its affiliates, on the other handanti-dilution rights). The Company will use its reasonable best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. (e) Each Board Designee and the Board Observer shall be reimbursed for out-of-pocket expenses incurred in connection with participation as a member or observer, as the case may be, of the Board of Directors in a manner consistent with the Company's policies for reimbursing other outside members of the Board of Directors. In addition, each Board Designee Such observer shall be entitled to the same compensation paid to other outside members of be reimbursed for all reasonable, customary expenses associated with attending the Board of Directors in his or her capacity as a directormeetings, which compensation shall be assignable to Warburg and Broadview. (f) For so long as Warburg and/or Broadview have the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on the Board of Directors at all times. The size of the Board of Directors but shall not be increased by entitled to any election by Warburg other form of compensation. The Corporation shall give written notice, to the Purchaser who nominated a person to be a Board member and/or observer and Broadview to appoint their respective such persons and observers, of each Board Designees pursuant meeting and shall provide to Section 5.4(a) herein or Section 5.4(a) such persons an agenda and minutes of such Board meeting no later than it gives such notice and provides such items to the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designationsother Board members.

Board Designees. (a) In addition From and after the Closing, provided that if CFIUS Approval has not been received as of the Closing, then this Section 4(a) and the appointment of the Sponsor Designees shall be effective immediately following the receipt of CFIUS Approval, Sponsor shall be entitled to nominate two director designees (the “Sponsor Designees”) to serve on the board of directors of Newco; provided that one of the Sponsor Designees shall satisfy the independence requirements under the NASDAQ listing rules as determined by the board of directors of Newco. Newco shall (i) include each Sponsor Designee in its slate of nominees for election to the rights granted board of directors of Newco at each annual or special meeting of the stockholders of Newco at which the seat held by such Sponsor Designee previously nominated by Sponsor is subject to Warburg pursuant election and (ii) recommend that Newco’s stockholders vote in favor of the election of such Sponsor Designee at such annual or special meeting of Newco’s stockholders and shall otherwise support such Sponsor Designee in a manner no less rigorous and favorable than the manner in which Newco supports its other nominees. Newco and the board of directors of Newco shall take all necessary actions to ensure that, at all times when a Sponsor Designee is eligible to be appointed or nominated hereunder, there are sufficient vacancies on the board of directors of Newco to permit such designation. For the avoidance of doubt, Sponsor shall not be required to comply with the advance notice provisions generally applicable to the 2002 Purchase Agreement and Section 9(e) nomination of the Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") to the Board of Directors for directors by Newco so long as (i) Warburg or Broadview, as Sponsor provides reasonable advance notice to Newco of its Sponsor Designee prior to the case may be, Beneficially Owns an aggregate principal amount mailing of the Amended Notes equal applicable proxy statement by Newco (provided that Newco shall provide reasonable advance notice to at least twenty-five percent (25%) Sponsor of the aggregate principal amount expected mailing date of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrantssuch proxy). The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consent. (b) In addition From and after the Closing, provided that if CFIUS Approval has not been received as of the Closing, then this Section 4(b) shall be effective immediately following the receipt of CFIUS Approval, and until such time as Sponsor and its Affiliates and their respective Permitted Transferees (as defined herein) cease to be the beneficial owners, directly or indirectly, of securities of Newco representing more than 2% of the combined voting power of Newco’s then outstanding voting securities, Sponsor shall vote in favor of the slate of nominees as proposed by Newco to its stockholders for election to the Board Designee, board of directors of Newco at each party hereby agrees that following the Initial Closing, Warburg shall have the right to have one observer (the "Board Observer") attend the meetings annual or special meeting of the Board stockholders of Directors as provided in Section 5.4(b) Newco convened for such purpose, including the initial composition of the 2002 Purchase Agreement. (c) Pursuant to the terms board of the Original Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). Pursuant to the terms directors of the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). (d) For so long as Warburg and/or Broadview have the right to designate a Board Designee Newco pursuant to Section 5.4(a) herein, each Board Designee and the Board Observer shall receive a copy of all materials distributed to the Board of Directors, whether provided to the Board of Directors in advance of, during or after any meeting 9.06 of the Board of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance at any such meeting, provided, however; that the Company has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could: (i) in the reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer or any of its affiliates, on the other hand. The Company will use its reasonable best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentenceMerger Agreement. (e) Each Board Designee and the Board Observer shall be reimbursed for out-of-pocket expenses incurred in connection with participation as a member or observer, as the case may be, of the Board of Directors in a manner consistent with the Company's policies for reimbursing other outside members of the Board of Directors. In addition, each Board Designee shall be entitled to the same compensation paid to other outside members of the Board of Directors in his or her capacity as a director, which compensation shall be assignable to Warburg and Broadview. (f) For so long as Warburg and/or Broadview have the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on the Board of Directors at all times. The size of the Board of Directors shall not be increased by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations.

Board Designees. (a) In addition to the rights granted to Warburg pursuant to the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, so long as (i) the Notes are outstanding or (ii) each of Warburg and Broadview Beneficially Own at least 25% of the shares of the Preferred Stock issued to each Purchaser pursuant to this Agreement (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants issued hereunder but excluding the shares of Preferred Stock issuable upon the Company's Call Right), Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") to the Board of Directors for so long as (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants)Directors. The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of the Nasdaq National Market (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consent. (b) In addition to the Board Designee, each party hereby agrees that following the Initial Closing, Warburg shall have the right to have one observer (the "Board Observer") attend the meetings of the Board of Directors as provided in Section 5.4(b) of the 2002 Purchase Agreement. (c) Pursuant to the terms of the Original Agreement, Warburg designated hereby designates Xxxxxxx X. Xxxxxx as its initial Board Designee whose to commence his term commenced in accordance with Section 5.4(a)) herein. Pursuant to the terms of the Original Agreement, Broadview designated hereby designates Xxxxxx Xxxxxx as its initial Board Designee whose to commence his term commenced in accordance with Section 5.4(a)) hereof. (d) For so long as Warburg and/or and Broadview have the right to designate a Board Designee pursuant to Section 5.4(a) herein, each Board Designee and the Board Observer shall receive a copy of all materials distributed to the Board of Directors, whether provided to the Board of Directors in advance of, during or after any meeting of the Board of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance at any such meeting, provided, however; that the Company has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could: (i) in the reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer or any of its affiliates, on the other hand. The Company will use its reasonable best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. (e) Each Board Designee and the Board Observer shall be reimbursed for out-of-pocket expenses incurred in connection with participation as a member or observer, as the case may be, of the Board of Directors in a manner consistent with the Company's policies for reimbursing other outside members of the Board of Directors. In addition, each Board Designee shall be entitled to the same compensation paid to other outside members of the Board of Directors in his or her capacity as a director, which compensation shall be assignable to Warburg and Broadview. (f) For so long as Warburg and/or and Broadview have the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or and Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on the Board of Directors at all times. The size of the Board of Directors shall not be increased by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations.

Board Designees. (a) In addition The Company has caused (i) one designee of the Investors (who is a Person who is not a United States citizen or resident) to be appointed to the rights granted Board, effective as of December 13, 2011, and (ii) one additional designee of the Investors to Warburg pursuant be appointed to the 2002 Purchase Agreement and Section 9(eBoard, effective as of April 2, 2012. Without limiting the foregoing, (A) until the date on which the Investors cease to Beneficially Own at least 937,500 Shares, the Investors will be entitled to designate one designee to be nominated by the Company to serve as a director of the Series A Preferred Certificate Company and (B) until the date on which the Investors cease to Beneficially Own at least 3,750,000 Shares, the Investors will be entitled to designate two designees (such individuals, together with the individuals described in the first sentence of Designationsthis Section 2.1(a), the “Board Designees”) to be nominated by the Company to serve as directors of the Company. The Company will take all actions necessary to provide the Investors with the representation on the Board contemplated by this Section 2.1, including (i) causing the Board Designees to be included in the slate of nominees recommended by the Board to the Shareholders for election as directors, (ii) causing the election of such Board Designees, including using its reasonable efforts to cause officers of the Company who hold proxies (unless otherwise directed by the Shareholder submitting such proxy) to vote such proxies in favor of the election of such Board Designees, and as shall (iii) using the same efforts to cause the Board Designees to be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") elected to the Board of Directors for so long as (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount of the Amended Notes equal it uses to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each cause other principal committee nominees of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may to be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consentelected. (b) In addition If any Board Designee ceases to serve as a director for any reason, the Board Designee, each party hereby agrees that following Company will use its reasonable efforts to cause any vacancy resulting thereby to be filled by another designee designated by the Initial Closing, Warburg shall have the right to have one observer (the "Board Observer") attend the meetings of the Board of Directors as provided in Section 5.4(b) of the 2002 Purchase AgreementInvestors. (c) Pursuant Notwithstanding anything to the terms of the Original contrary contained in this Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). Pursuant to the terms of the Original AgreementCompany will provide such indemnification, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). (d) For so long as Warburg and/or Broadview have the right to designate a Board Designee pursuant to Section 5.4(a) herein, each Board Designee reimbursement and the Board Observer shall receive a copy of all materials distributed compensation to the Board of DirectorsDesignees as is consistent with the indemnification, whether reimbursement and compensation provided to the Board of Directors in advance of, during or after any meeting other non-executive members of the Board of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance at any such meeting, provided, however; that the Company has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could: (i) in the reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer or any of its affiliates, on the other handBoard. The Company will use maintain its reasonable best efforts to ensure that any withholding of information or any restriction directors and officers liability insurance policies in such amounts and on attendance is strictly limited only to such terms as approved by the extent necessary set forth in the preceding sentence. (e) Each Board Designee and Board, including the Board Observer shall be reimbursed for out-of-pocket expenses incurred in connection with participation as a member or observer, as the case may be, of the Board of Directors in a manner consistent with the Company's policies for reimbursing other outside members of the Board of Directors. In addition, each Board Designee shall be entitled to the same compensation paid to other outside members of the Board of Directors in his or her capacity as a director, which compensation shall be assignable to Warburg and BroadviewDesignees. (f) For so long as Warburg and/or Broadview have the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on the Board of Directors at all times. The size of the Board of Directors shall not be increased by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations.

Board Designees. (a) In addition to the rights granted to Warburg pursuant to the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one (1) director The Eligible Board Designee Debentureholders shall be entitled to designate two (each, a "Board Designee"2) nominees for election to the Parent Board of Directors for so long (each such nominee is referred to herein as (i) Warburg or Broadview, as the case may be, Beneficially Owns an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may be, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrantsa “Board Designee”). The designation of such Board Designees shall be duly appointed determined by an affirmative vote of holders of more than 50% of the then outstanding principal amount of Debentures held by such Eligible Board Designee Debentureholders by written instrument or at any meeting of Debentureholders as if such Eligible Board Designee Debentureholders were an especially affected series of Debentures in accordance with the Company's By-laws, Certificate terms of Incorporation and this Indenture. (2) Each individual designated by the General Corporation Law of Delaware. The Warburg Eligible Board Designee and the Broadview Debentureholders as a Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in satisfy the Company's Certificate Parent’s eligibility criteria of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq general application for director candidates (as determined in good faith by the Parent Board of Directors or an authorized committee thereof), the rules of the Company)CSE and the OBCA. For greater certainty, the Board Designees shall not be required to be of any particular nationality or residency in order for the Parent to meet any Canadian residency requirements under applicable law. (3) The Parent agrees and undertakes that the Parent shall, subject to applicable law, take all steps as may be necessary to appoint each Board Designee to the Parent Board of Directors as soon as reasonably possible after the Eligible Board Designee Debentureholders indicate their desire to nominate an individual as a Board Designee. (4) In the event that any Board Designee shall cease to serve as a member director of the Audit CommitteeParent, Compensation Committee and each other principal committee of whether due to such Board Designee’s death, disability, resignation or removal, the Parent shall cause the Parent Board of Directors. Any vacancy in the position of the Directors to nominate a replacement Board Designee appointed designated by Warburg and the Eligible Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of Debentureholders in accordance with this Section 7.12 to fill the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting death, disability, resignation or by such consent. (b) In addition to removal, provided that the Board Designee, each party hereby agrees that following the Initial Closing, Warburg shall have the right to have one observer (the "Board Observer") attend the meetings of the Board of Directors as provided in Section 5.4(b) of the 2002 Purchase Agreement. (c) Pursuant to the terms of the Original Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Eligible Board Designee whose term commenced in accordance with Section 5.4(a). Pursuant Debentureholders remain eligible to the terms of the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial nominate Board Designee whose term commenced in accordance with Section 5.4(a)Designees. (d) For so long as Warburg and/or Broadview have the right to designate a Board Designee pursuant to Section 5.4(a) herein, each Board Designee and the Board Observer shall receive a copy of all materials distributed to the Board of Directors, whether provided to the Board of Directors in advance of, during or after any meeting of the Board of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance at any such meeting, provided, however; that the Company has the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could: (i) in the reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on the one hand, and those of the Board Observer or any of its affiliates, on the other hand. The Company will use its reasonable best efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentence. (e) Each Board Designee and the Board Observer shall be reimbursed for out-of-pocket expenses incurred in connection with participation as a member or observer, as the case may be, of the Board of Directors in a manner consistent with the Company's policies for reimbursing other outside members of the Board of Directors. In addition, each Board Designee shall be entitled to the same compensation paid to other outside members of the Board of Directors in his or her capacity as a director, which compensation shall be assignable to Warburg and Broadview. (f) For so long as Warburg and/or Broadview have the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members on the Board of Directors at all times. The size of the Board of Directors shall not be increased by any election by Warburg and Broadview to appoint their respective Board Designees pursuant to Section 5.4(a) herein or Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations.

Board Designees. (a) In addition The Company, Riverstone and the Schlumberger Parties will use reasonable best efforts, including taking all Necessary Action, to the rights granted to Warburg pursuant to the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, and as shall be provided for in Section 9(e) of the Series B Preferred Certificate of Designations, Warburg and Broadview shall each have the exclusive right to appoint one (1) director (each, a "Board Designee") to cause the Board of Directors for so long to cause the following nominees to be elected to serve as director on the Board: (i) Warburg if Riverstone and its Affiliates collectively Beneficially Own at least the number of shares of Common Stock as such Persons owned immediately prior to the Closing, up to two nominees designated by Riverstone who are reasonably acceptable to the Governance Committee and each of whom qualifies as an Independent Director; (ii) if Riverstone and its Affiliates collectively Beneficially Own at least 10% of the outstanding shares of Common Stock, up to one nominee designated by Riverstone who is reasonably acceptable to the Governance Committee and who qualifies as an Independent Director; (iii) if the Schlumberger Parties and their Affiliates collectively Beneficially Own at least 20% of the outstanding shares of Common Stock, up to two nominees designated by the Schlumberger Parties who are reasonably acceptable to the Governance Committee and each of whom qualifies as an Independent Director; and (iv) if the Schlumberger Parties and their Affiliates collectively Beneficially Own at least 10% of the outstanding shares of Common Stock, up to one nominee designated by the Schlumberger Parties who is reasonably acceptable to the Governance Committee and who qualifies as an Independent Director. The initial designees of Riverstone shall be Xxx Xxxxxxx and Xxxxx Xxxxxxxxx. The initial designees of the Schlumberger Parties shall be Simon Ayat and Xxxxx XxXxxxxx. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all Necessary Action to effectuate the above will include (A) any person designated pursuant to this Section 2.1(a) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending such individual to be elected as a director as provided herein, (C) soliciting proxies or Broadviewconsents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominee to be elected to the Board, including providing at least as high a level of support for the election of such nominee as it provides to any other individual standing for election as a director. The Company is entitled to identify such individual as a Riverstone Director or Schlumberger Director, as the case may be, Beneficially Owns an aggregate principal amount of the Amended Notes equal to at least twenty-five percent (25%) of the aggregate principal amount of the Amended Notes originally issued to Warburg or Broadview, as the case may beapplicable, pursuant to this Agreement or (ii) Warburg or Broadview, as the case may be, Beneficially Owns at least twenty-five percent (25%) of the shares of the Preferred Stock issued to Warburg or Broadview pursuant to this Agreement upon exchange of the Notes (including as owned and outstanding for this purpose shares of Common Stock issuable upon conversion of the shares of Preferred Stock issuable to the Purchasers upon exchange for the Notes and the shares of Common Stock issuable upon exercise of the Warrants). The Board Designees shall be duly appointed in accordance with the Company's By-laws, Certificate of Incorporation and the General Corporation Law of Delaware. The Warburg Board Designee and the Broadview Board Designee so elected shall serve as a Class III Director and Class II Director, respectively (each as designated in the Company's Certificate of Incorporation), and until their respective successor is elected and qualified. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq (as determined in good faith by the Board of Directors of the Company), the Board Designees shall serve as a member of the Audit Committee, Compensation Committee and each other principal committee of the Board of Directors. Any vacancy in the position of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may be filled only by Warburg and Broadview, respectively. Each of the Board Designee appointed by Warburg and the Board Designee appointed by Broadview may, during his or her term of office, be removed at any time, with or without cause, by and only by Warburg and Broadview, respectively, at a special meeting called for such purpose or by written consent of Warburg and Broadview, respectively. Any vacancy created by such removal may also be filled at such meeting or by such consentAgreement. (b) In addition to So long as the Board Designee, each party hereby agrees that following the Initial Closing, Warburg shall have the right to have one observer (the "Board Observer") attend the meetings members of the Board are allocated among separate classes of Directors directors, any director designated by Riverstone pursuant to Section 2.1(a) (each, a “Riverstone Director”) will be designated to the class as mutually agreed upon by Riverstone and the Company, and any director designated by the Schlumberger Parties pursuant to Section 2.1(a) (each, a “Schlumberger Director”) will be designated to the class as mutually agreed upon by the Schlumberger Parties and the Company; provided that, in Section 5.4(b) all cases, the number of the 2002 Purchase Agreementdirectors in each class shall be as nearly equal in number as is reasonably possible. (c) Pursuant So long as Riverstone is entitled to designate a nominee pursuant to Section 2.1(a)(i) or Section 2.1(a)(ii), Riverstone will have the right to remove such Riverstone Director (with or without cause), from time to time and at any time, from the Board, exercisable upon written notice to the terms of Company, and the Original Agreement, Warburg designated Xxxxxxx X. Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a). Pursuant Company will take all Necessary Action to the terms of the Original Agreement, Broadview designated Xxxxxx Xxxxxx as its initial Board Designee whose term commenced in accordance with Section 5.4(a)cause such removal. (d) For so So long as Warburg and/or Broadview the Schlumberger Parties are entitled to designate a nominee pursuant to Section 2.1(a)(iii) or Section 2.1(a)(iv), the Schlumberger Parties will have the right to designate a Board Designee pursuant remove any such Schlumberger Director (with or without cause), from time to Section 5.4(a) herein, each Board Designee time and the Board Observer shall receive a copy of all materials distributed to the Board of Directors, whether provided to the Board of Directors in advance of, during or after any meeting of the Board of Directors, regardless of whether such Board Designee or Board Observer shall be in attendance at any such meetingtime, provided, however; that the Company has the right to withhold any information from the Board Observer and Board, exercisable upon written notice to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could: (i) in the reasonable judgment of the Company's outside counsel, adversely affect the attorney client privilege between the Company and its counsel; (ii) cause the Board of Directors to breach its fiduciary duties; or (iii) result in a conflict between the interests of the Company, on and the one hand, and those of the Board Observer or any of its affiliates, on the other hand. The Company will use its reasonable best efforts take all Necessary Action to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary set forth in the preceding sentencecause such removal. (e) Each Board Designee and In the event that a vacancy is created on the Board Observer shall be reimbursed for out-of-pocket expenses incurred in connection at any time by the death, disability, resignation or removal of a Riverstone Director or a Schlumberger Director, then (i) Riverstone, with participation as respect to a member vacancy created by the death, disability, resignation or observerremoval of a Riverstone Director, as or (ii) the case may beSchlumberger Parties, with respect to a vacancy created by the death, disability, resignation or removal of the Board of Directors in a manner consistent with the Company's policies for reimbursing other outside members of the Board of Directors. In additionSchlumberger Director, each Board Designee shall will be entitled to designate an individual who is reasonably acceptable to the same compensation paid Governance Committee and qualifies as an Independent Director, to other outside members fill the vacancy so long as the total number of persons that will serve on the Board as designees of Riverstone or the Schlumberger Parties, as applicable, immediately following the filling of such vacancy, will not exceed the total number of persons Riverstone or the Schlumberger Parties, as applicable, is entitled to designate pursuant to Section 2.1(a) on the date of such replacement designation. The Company, the Schlumberger Parties and Riverstone will take all Necessary Action to cause such replacement designee to become a member of the Board of Directors in his or her capacity as a director, which compensation shall be assignable to Warburg and BroadviewBoard. (f) For so long as Warburg and/or Broadview have In the rights to appoint the Board Designees pursuant to (i) Section 5.4(a) herein and/or Section 9(e) of the Series B Preferred Certificate of Designations or (ii) Section 5.4(a) of the 2002 Purchase Agreement and Section 9(e) of the Series A Preferred Certificate of Designations, there shall be no greater than nine (9) members event that a Riverstone Director is then on the Board of Directors at and Riverstone is no longer entitled to designate one or more directors pursuant to Section 2.1(a), to the extent requested by the Governance Committee, Riverstone shall promptly cause the Riverstone Director to resign from service on the Board (and all times. The committees thereof on which the Riverstone Director serves) and promptly thereafter the Company may take all Necessary Action to cause the Board to cause the size of the Board to decrease by the number of Riverstone Directors so removed. Notwithstanding anything to the contrary in this Section 2.1, the Company, Riverstone and the Schlumberger Parties agree that, subject to continued approval of the Governance Committee of his qualifications as a director and Riverstone and its Affiliates collectively Beneficially Owning at least 10% of the outstanding shares of Common Stock, Xxx Xxxxxxx shall not be increased by any election by Warburg required to resign from the Board if Riverstone and Broadview its Affiliates collectively do not Beneficially Own at least the number of shares of Common Stock as such Persons owned immediately prior to appoint their respective the Closing. (g) In the event that a Schlumberger Director is then on the Board Designees and the Schlumberger Parties are no longer entitled to designate one or more directors pursuant to Section 5.4(a2.1(a), to the extent requested by the Governance Committee, the Schlumberger Parties shall promptly cause any such Schlumberger Director to resign from service on the Board (and all committees thereof on which such Schlumberger Director serves) herein or Section 5.4(a) and promptly thereafter the Company may take all Necessary Action to cause the Board to cause the size of the 2002 Purchase Agreement and Section 9(e) Board to decrease by the number of the Series A Preferred Certificate of DesignationsSchlumberger Directors so removed.