Common use of Composition of the Board of Directors Clause in Contracts

Composition of the Board of Directors. (a) The Company shall take any and all action necessary (including by securing the resignation of persons who were Directors prior to the Effective Time) so that promptly following the Effective Time, the Board of Directors shall consist of eleven Directors, of which (i) one Director shall be the Chief Executive Officer of the Company and one Director shall be another Officer of the Company designated by the Chief Executive Officer of the Company (together, the "Management Directors"), (ii) six Directors shall be designated by Purchaser, all of whom may be directors, officers, employees, Affiliates or Associates of Purchaser (the "Purchaser Directors"), and (iii) three Directors shall be Independent Directors. From and after the time the Board of Directors has been reconstituted in accordance with the preceding sentence, the Board of Directors shall consist of eleven Directors, of which (i) two Directors shall be Management Directors, (ii) in accordance with subsection (b) below, six or fewer Directors shall be Purchaser Directors, and (iii) in accordance with subsection (c) below, three or more shall be Independent Directors; provided, however, the Board of Directors shall be empowered in its discretion to increase or decrease, from time to time, the number of Directors so long as (x) there shall be at least two Management Directors and three Independent Directors, and (y) the relative percentage of Management Directors, Independent Directors and Purchaser Directors shall be maintained, in all material respects, as in effect immediately prior to any such increase or decrease; and, provided, further, that if the Board of Directors changes the number of Directors constituting the entire Board of Directors, then the number of Directors and the percentages set forth in subsection (b) below shall be appropriately adjusted, subject to the immediately preceding provisions. (b) Subject to subsection (a) above and subsection (c) below, the parties agree that: (i) until the first date that Purchaser and its Subsidiaries shall not beneficially own, in the aggregate, at least a majority of the outstanding Voting Stock, Purchaser shall have the right to designate six Purchaser Directors; (ii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than a majority but at least 36% of the outstanding Voting Stock, Purchaser shall have the right to nominate four, but not more than four, Purchaser Directors; (iii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 36% but at least 27% of the outstanding Voting Stock, Purchaser shall have the right to nominate three, but not more than three, Purchaser Directors; (iv) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 27% but at least 18% of the outstanding Voting Stock, Purchaser shall have the right to nominate two, but not more than two, Purchaser Directors; (v) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 18% but at least 5% of the outstanding Voting Stock, Purchaser shall have the right to nominate one, but not more than one, Purchaser Director; and (vi) After the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 5% of the outstanding Voting Stock, Purchaser shall have no right to nominate any Directors. (c) In the event that Purchaser shall have the right to designate less than six Directors pursuant to subsection 3.01(b) above, the Nominating Committee shall nominate that number of additional Independent Directors as is necessary to constitute the entire Board of Directors (as constituted at such time) and Purchaser shall cause such Purchaser Directors to resign promptly so as to permit the additional Independent Directors to be appointed or elected. (d) Purchaser shall have the right to designate any replacement for a Purchaser Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause, and the Chief Executive Officer of the Company shall have the right to designate any replacement for a Management Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause. (e) No individual who is an officer, director, partner or principal stockholder of any competitor of the Company or any of its Subsidiaries shall serve as a Director; provided, however, the foregoing shall not apply to officers, directors, partners or principal stockholders of Purchaser, its Affiliates or Associates. (f) The parties hereto acknowledge that no director of the Company shall be deemed to be the deputy of, or otherwise be required to discharge his or her duties as a member of the Board of Directors under the direction of, or with special attention to the interests of, any shareholder of the Company, and each director shall be required to discharge his or her duties to all shareholders of the Company.

Composition of the Board of Directors. (a) The As of the Effective Date, (i) the Company shall take cause such Persons (not to exceed the number of Investor Directors provided for under this Section 2.01) identified to the Company in writing by the Investors’ Representative, on behalf of the Investors, to be appointed to the Board and (ii) immediately after giving effect to the appointments contemplated by clause (i) (and assuming the Investors’ Representative is entitled to designate four Investor Directors), the Company and the Board will cause the Board to be comprised of ten Directors. (b) From and after the Effective Date, until the earlier of the Board Designation Expiration Date and the occurrence of a Financing Default Event, the manner of selecting nominees for the Board of Directors will be as follows: (i) In connection with each meeting of shareholders of the Company at which Directors are to be elected, the Investors’ Representative will have the right to designate, on behalf of the Investors, for nomination (it being understood that such nomination will include any nomination of any incumbent Investor Director for reelection to the Board of Directors) by the Governance Committee a number of Directors (each such designee, an “Investor Nominee”) so that, following such meeting of shareholders and all action necessary assuming the election of each Investor Nominee, the number of Investor Directors shall be equal to the greater of (including by securing A) one and (B) (1) if the resignation Investor Percentage Interest is greater than or equal to 27%, the product (rounded to the nearest whole number if the total number of persons who were Directors seats on the Board is ten or fewer and rounded down to the nearest whole number if the total number of seats on the Board is greater than ten) of (x) 40% and (y) the total number of seats on the Board at the relevant time or (2) if the Investor Percentage Interest is less than 27%, the product (rounded to the nearest whole number) of (x) the Investor Percentage Interest and (y) the total number of seats on the Board at the relevant time. The Investors’ Representative, on behalf of the Investors, shall give written notice to the Governance Committee of each such Investor Nominee no later than the date that is 30 days prior to the anniversary of the date that the Company’s annual proxy statement for the prior year’s annual meeting was mailed to shareholders; provided, however, that if the Investors’ Representative fails to give such notice in a timely manner, then the Investors shall be deemed to have nominated the incumbent Investor Director or Investor Directors, as applicable, in a timely manner. (ii) The Governance Committee will nominate for election the Chief Executive Officer or equivalent senior executive of the Company. (iii) The Governance Committee will nominate for election the remaining Directors. (iv) Notwithstanding anything to the contrary in this Agreement, in no event shall the Investors’ Representative, on behalf of the Investors, have the right to designate a number of Directors that, assuming the election or appointment, as applicable, of such designees, would result in the number of Investor Directors being equal to or greater than 50% of the total number of seats on the Board. (c) Subject to Section 2.01(d), the Company and the Board of Directors, including the Governance Committee, shall cause each Investor Nominee designated in accordance with Section 2.01(b) to be included in management’s slate of nominees for such shareholders’ meeting at which Directors are elected and shall recommend each such Person for election to the Board of Directors. In the event that the Investor Nominees are not elected at the meeting of shareholders, the Company and the Board shall co-opt the equivalent number of Persons nominated by the Investors’ Representative on behalf of the Investors (not being those Persons initially proposed in writing to the Governance Committee) to fill casual vacancies on the Board. (d) Notwithstanding anything to the contrary in this Agreement neither the Governance Committee, the Company nor the Board of Directors shall be under any obligation to nominate and recommend an Investor Nominee if, as determined in good faith by the Other Directors based on advice of outside counsel, service by such nominee as a Director would reasonably be expected to violate applicable Law, the NYSE Listed Company Manual or, if the Company is not listed on the NYSE, any comparable rule or regulation of the primary stock exchange or quotation system on which the Company Common Shares are listed or quoted, in which case the Investors’ Representative will be entitled to designate, on behalf of the Investors, an alternate Investor Nominee within 10 Business Days. (e) Each Investor shall promptly take all appropriate action to cause to resign from the Board, and shall vote its Voting Securities in favor of removal of any Investor Director if, as determined in good faith by the Other Directors based on advice of outside counsel, service by such Investor Director as a Director would reasonably be expected to violate applicable Law, the NYSE Listed Company Manual or, if the Company is not listed on the NYSE, any comparable rule or regulation of the primary stock exchange or quotation system on which the Company Common Shares are listed or quoted, in which case the Investors’ Representative will be entitled to designate, on behalf of the Investors, an alternate Investor Nominee within 20 Business Days. Subject only to the foregoing and Section 2.01(b) and Section 2.01(h), neither the Governance Committee, the Company nor the Board of Directors shall do any act or take any steps, or fail to do any act or take any steps so as to procure the removal of any Investor Director, including convening a special general meeting of the Company and proposing any resolution to effect the same. (f) From and after the Effective TimeDate until the Board Designation Expiration Date, so long as the Company has complied, and continues to comply until the earlier of the Board Designation Expiration Date and the occurrence of a Financing Default Event, with this Section 2.01, each Investor agrees (i) to cause all Voting Securities held by such Investor to be present at any shareholders’ meeting at which Directors are elected or removed either in person or by proxy, (ii) to vote such Voting Securities beneficially owned by it in favor of all Director nominees nominated by the Governance Committee (including the Investor Nominees) and against any other nominees, (iii) against the removal of any Director (including any Other Director) if the Governance Committee so that promptly recommends and (iv) not to take, alone or in concert with other Persons, any action to remove or oppose any Other Director or to seek to change the size or composition of the Board of Directors or otherwise seek to expand the Investors’ representation on the Board of Directors in a manner inconsistent with Section 2.01(b). Promptly following the Effective Timenomination and recommendation by the Governance Committee of the Director nominees (including any Investor Nominees in accordance with Section 2.01(b)) or, if applicable, a recommendation by the Governance Committee with respect to the removal of a Director, in each case upon receipt of a written request from the Company, each Investor shall provide the Company a proxy for purposes of effecting the immediately preceding sentence. Notwithstanding the foregoing, nothing in this Section 2.01(f) shall limit or restrict the voting or other activities of any Investor Director acting solely in his or her capacity as such or in his or her capacity as a member of a Board Committee or shall limit or restrict the ability of the Investors to privately communicate with or influence the Other Directors or to designate for nomination in accordance with this Section 2.01 any Investor Director or Investor Nominee. (g) In any matter submitted to a vote of shareholders not subject to Section 2.01(e), Section 2.01(f) or Section 2.01(h), the Investors may vote any or all of their Voting Securities in their sole discretion, subject to applicable Law. (h) In the event that the number of Investor Directors on the Board of Directors differs from the number that the Investors have the right (and wish) to designate in accordance with Section 2.01(b), (i) if the number of Investor Directors exceeds such number, upon a written request from the Company, each Investor shall promptly take all appropriate action to cause to resign that number of Investor Directors as is required to make the remaining number of such Investor Directors conform to Section 2.01(b) or (ii) if the number of Investor Directors otherwise is less than such number, the Board of Directors shall consist of eleven Directors, of which (i) one Director shall be the Chief Executive Officer of the Company and one Director shall be another Officer of the Company designated by the Chief Executive Officer of the Company (together, the "Management Directors"), (ii) six Directors shall be designated by Purchaser, take all of whom may be directors, officers, employees, Affiliates or Associates of Purchaser (the "Purchaser Directors"), and (iii) three Directors shall be Independent Directors. From and after the time necessary action to create sufficient vacancies on the Board of Directors has been reconstituted in accordance with to permit the Investors to designate the full number of Investor Directors that they are entitled (and wish) to designate pursuant to Section 2.01(b) (such action to include expanding the size of the Board of Directors or seeking the resignation of Directors). Upon the creation of any vacancy pursuant to the preceding sentence, the Board Investors’ Representative shall designate, on behalf of Directors shall consist of eleven Directorsthe Investors, of which (i) two Directors shall be Management Directors, (ii) the person to fill such vacancy in accordance with subsection (b) below, six or fewer Directors shall be Purchaser Directorsthis Section 2.01(h), and (iii) in accordance with subsection (c) below, three or more shall be Independent Directors; provided, however, the Board of Directors shall be empowered in its discretion to increase or decrease, from time to time, Company and the number of Directors so long as (x) there shall be at least two Management Directors and three Independent Directors, and (y) the relative percentage of Management Directors, Independent Directors and Purchaser Directors shall be maintained, in all material respects, as in effect immediately prior to any such increase or decrease; and, provided, further, that if the Board of Directors changes the number of Directors constituting the entire Board of Directors, then including the number of Directors and the percentages set forth in subsection (b) below Governance Committee, shall be appropriately adjustednominate for election or appoint, subject to the immediately preceding provisionsas applicable, each person so designated. (b) Subject to subsection (a) above and subsection (c) below, the parties agree that: (i) until Upon the first date that Purchaser and its Subsidiaries shall not beneficially own, in the aggregate, at least a majority of the outstanding Voting Stock, Purchaser shall have the right to designate six Purchaser Directors; (ii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than a majority but at least 36% of the outstanding Voting Stock, Purchaser shall have the right to nominate four, but not more than four, Purchaser Directors; (iii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 36% but at least 27% of the outstanding Voting Stock, Purchaser shall have the right to nominate three, but not more than three, Purchaser Directors; (iv) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 27% but at least 18% of the outstanding Voting Stock, Purchaser shall have the right to nominate two, but not more than two, Purchaser Directors; (v) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 18% but at least 5% of the outstanding Voting Stock, Purchaser shall have the right to nominate one, but not more than one, Purchaser Director; and (vi) After the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 5% of the outstanding Voting Stock, Purchaser shall have no right to nominate any Directors. (c) In the event that Purchaser shall have the right to designate less than six Directors pursuant to subsection 3.01(b) above, the Nominating Committee shall nominate that number of additional Independent Directors as is necessary to constitute the entire Board of Directors (as constituted at such time) and Purchaser shall cause such Purchaser Directors to resign promptly so as to permit the additional Independent Directors to be appointed or elected. (d) Purchaser shall have the right to designate any replacement for a Purchaser Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualificationincapacity, disqualification or removal from office or for any other causereason of any Investor Director, the Investors’ Representative will have the right to designate, on behalf of the Investors, the replacement for such Investor Director and the Chief Executive Officer Company and the Board of Directors, including the Governance Committee, will, subject to Section 2.01(d), nominate for election or appoint, as applicable, each such Person so designated in accordance with this Section 2.01(i). Upon the death, resignation, incapacity, disqualification or removal from office for any reason of any Other Director, the Board, upon the recommendation of the Company Governance Committee, which at the time of such recommendation shall be constituted in accordance with Section 2.02, will have the right to designate any the replacement for a Management such Other Director at the termination of such Director's term and nominate for election or upon such Director's deathappoint, resignation, retirement, disqualification, removal from office or other cause. (e) No individual who is an officer, director, partner or principal stockholder of any competitor of the Company or any of its Subsidiaries shall serve as a Director; provided, howeverapplicable, the foregoing shall not apply to officers, directors, partners or principal stockholders of Purchaser, its Affiliates or Associatessame. (f) The parties hereto acknowledge that no director of the Company shall be deemed to be the deputy of, or otherwise be required to discharge his or her duties as a member of the Board of Directors under the direction of, or with special attention to the interests of, any shareholder of the Company, and each director shall be required to discharge his or her duties to all shareholders of the Company.

Composition of the Board of Directors. (a) The Company shall take any At and all action necessary (including by securing after the resignation of persons who were Directors prior to the Effective Time) so that promptly following the Effective TimeClosing, the Board of Directors of the Company shall consist of eleven Directors, of which nine directors (i) one Director shall be subject to the Chief Executive Officer of the Company and one Director shall be another Officer of the Company designated by the Chief Executive Officer of the Company (together, the "Management Directors"), (ii) six Directors shall be designated by Purchaser, all of whom may be directors, officers, employees, Affiliates or Associates of Purchaser (the "Purchaser Directors"), and (iii) three Directors shall be Independent Directors. From and after the time right to increase the Board of Directors has been reconstituted in accordance with the preceding sentence, pursuant to Section 4.01(b)(iii)). Three members of the Board of Directors shall consist initially be designated by the Purchaser (the "Investor Directors"). Six members of eleven Directors, of which (i) two Directors shall be Management Directors, (ii) in accordance with subsection (b) below, six or fewer Directors shall be Purchaser Directors, and (iii) in accordance with subsection (c) below, three or more shall be Independent Directors; provided, however, the Board of Directors (the "Non-Investor Directors") shall initially be empowered in its discretion to increase or decrease, from time to time, designated by the number of Directors so long as (x) there shall be at least two Management Directors and three Independent Directors, and (y) the relative percentage of Management Directors, Independent Directors and Purchaser Directors shall be maintained, in all material respects, as in effect immediately prior to any such increase or decrease; and, provided, further, that if the Board of Directors changes the number of Directors constituting the entire Board of Directors, then the number of Directors and the percentages set forth in subsection (b) below shall be appropriately adjustedCompany, subject to the immediately preceding provisions. (b) Subject to subsection (a) above conditions set forth in Section 9.03(l), and subsection (c) below, shall include the parties agree that: (i) until the first date that Purchaser and its Subsidiaries shall not beneficially own, in the aggregate, at least a majority chief executive officer of the outstanding Voting Stock, Company. So long as Purchaser shall have the right to nominate at least two directors pursuant to clause (i) below, Purchaser shall be entitled to designate six Purchaser the Chairman of the Board of Directors;, provided that the Chairman of the Board, if designated by Xxxxxxxxx, shall be an Investor Director. (iib) after Purchaser shall be entitled to nominate three directors for election, provided: (i) if the first date that Purchaser total number of shares of Common Stock represented by the Shares, the Special Warrants and its Subsidiaries shall beneficially own, in the aggregate, Warrants ("Purchaser's Total Securities") declines by more than 33 1/3% but less than a majority but 66 2/3% from Purchaser's Total Securities at least 36% Closing by reason of the outstanding Voting sales or other dispositions of Common Stock, Warrants or Special Warrants by Purchaser, Purchaser shall have the right to nominate four, but not more than four, Purchaser Directorstwo directors; (iiiii) after the first date that Purchaser and its Subsidiaries shall beneficially ownif Purchaser's Total Securities declines by 662/3% or more from Purchaser's Total Securities at Closing, in the aggregate, less than 36% but Purchaser's Percentage Interest remains at least 275% of the outstanding Voting Securities, by reason of sales or other dispositions of Common Stock, Warrants or Special Warrants by Purchaser, Purchaser shall have the right to nominate three, but not more than three, Purchaser Directorsone director; (iviii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 27% but at least 18% event that the size of the outstanding Voting StockBoard of Directors shall be increased, Purchaser shall have the right to nominate two, but not at least proportionate representation on the Board following such increase based on the composition of the Board as between Investor Directors and Non-Investor Directors immediately prior to such increase; provided that in no event shall the Board consist of more than two, Purchaser Directors; (v) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 18% but at least 5% of the outstanding Voting Stock, Purchaser shall have the right to nominate one, but not more than one, Purchaser Director12 directors; and (viiv) After if the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 5% of the outstanding Voting Stock, Purchaser shall have no right to nominate any Directors. (c) In the event that Purchaser shall have the right to designate less than six Directors pursuant to subsection 3.01(b) above, the Nominating Committee shall nominate that number of additional Independent Directors as is necessary to constitute the entire Board of Directors (as constituted at such time) and Purchaser shall cause such Purchaser Directors to resign promptly so as to permit the additional Independent Directors to be appointed or elected. (d) Purchaser shall have the right to designate any replacement for a Purchaser Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause, and the Chief Executive Officer chief executive officer of the Company shall have the right to designate any replacement for a Management Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause. (e) No individual who is an officer, director, partner or principal stockholder of any competitor of the Company or any of its Subsidiaries shall serve as a Director; provided, however, the foregoing shall not apply to officers, directors, partners or principal stockholders of Purchaser, its Affiliates or Associates. (f) The parties hereto acknowledge that no director of the Company shall be deemed to be the deputy of, or otherwise be required to discharge his or her duties as then a member of the Board of Directors under or a nominee for membership thereon, the direction of, or with special attention Purchaser shall be entitled to approve an additional nominee to the interests ofBoard of Directors. (c) The Company shall not, any shareholder and shall not permit its Affiliates to, solicit proxies (as such terms are used in the proxy rules of the Company, and each director shall be required to discharge his or her duties to all shareholders SEC) of the Companystockholders of the Company to vote against any of the nominees selected by the Purchaser or for the approval of any stockholder or other proposals that are inconsistent with the rights afforded the Purchaser pursuant to this Agreement and the other Transaction Agreements.

Composition of the Board of Directors. (a) The Subject to the provisions of Section 3.1 (b) and 3.1 (d), the Company shall use its best efforts to, and each Stockholder shall, take any and cause to be taken all necessary action necessary (corporate and other), including by securing the resignation voting of persons who were Directors prior Shares, to set the Effective Time) so that promptly following number of directors at seven and to elect as the Effective Time, members of the Board of Directors shall consist of eleven four individuals (the "Brand Directors, of which ") selected and nominated from time to time by Brand (i) one Director provided that such individuals shall be the Chief Executive Officer reasonably satisfactory to a majority of the Company and one Director shall be another Officer of the Company designated directors appointed by the Chief Executive Officer of the Company (together, the "Management Directors"), (iiPurchaser Group) six Directors shall be designated by Purchaser, all of whom may be directors, officers, employees, Affiliates or Associates of Purchaser and three individuals (the "Purchaser Directors")) selected and nominated from time to time by the Purchaser Group, and by action of the Majority Holders (iii) three Directors provided that such individuals shall be Independent reasonably satisfactory to a majority of the Brand Directors. From and after the time the Board of Directors has been reconstituted in accordance with the preceding sentence, the Board of Directors shall consist of eleven Directors, of which (i) two Directors shall be Management Directors, (ii) in accordance with subsection (b) below, six or fewer Directors shall be Purchaser Directors, and (iii) in accordance with subsection (c) below, three or more shall be Independent Directors); provided, however, that in the Board event that the Purchaser Group acquires all of Directors shall be empowered the Additional Securities (as defined in its discretion the Purchase Agreement) pursuant to increase or decrease, from time to timethe terms of Section 1.4 of the Purchase Agreement, the number of Directors so long as (x) there directors shall be set at least two Management Directors eight and three Independent Directors, the Purchaser Group shall have the right from and after the Option Closing Date (yas defined in the Purchase Agreement) the relative percentage of Management Directors, Independent Directors and to appoint a fourth Purchaser Directors shall be maintained, in all material respects, as in effect immediately prior to any such increase or decreaseDirector; and, provided, further, that if any member of the Purchaser Group is ever entitled to appoint a member of the Board pursuant to the rights granted by the Company to the holders of Directors changes the Cerberus Debentures (as such term is defined in the Purchase Agreement) as a result of the purchase of the Cerberus Debentures or otherwise, the size of the Board and the number of directors which the Purchaser Group shall have the right to appoint pursuant to the terms hereof shall be reduced by one. At any time during which the Purchaser Group is entitled to appoint at least four Purchaser Directors constituting pursuant to the entire provisions of this Section 3.1 (a), at the request of either Brand or the Majority Holders, the size of the Board of Directors, then the number of Directors shall be increased by one and Brand and the percentages set forth Purchaser Group by action of the Majority Holders, shall mutually select one additional director who shall not be employed by or otherwise be an Affiliate of either the Company, Brand or any member of the Purchaser Group (the "Independent Director") to fill the vacancy caused by such increase in subsection (b) below shall be appropriately adjusted, subject to the immediately preceding provisionssize of the Board. (b) Subject to subsection In the event that Cerberus Partners L.P. (a"Cerberus") above and subsection or any other holder of the Cerberus Debentures (c) belowCerberus or such holder, the parties agree that: 'Debenture Holder") exercises its right to appoint a member of the Board pursuant to the terms of the Unit Purchase Agreement, dated as of March 7, 1996 (ithe "Cerberus Agreement"), by and between the Company and Cerberus, the number of directors shall be increased by two, one of such additional directors shall be the director appointed by the Debenture Holder (the "Debenture Director") until and Brand and the first Purchaser Group, by action of the Majority Holders, shall mutually select one additional Independent Director to fill the vacancies caused by such increase in the size of the Board. Each Stockholder shall use its best efforts to cause the Company to comply with the requirements of the Cerberus Agreement, including without limitation, voting all of their Shares in favor of the election of such person as the Debenture Holder may designate as a director of the Company. In the event that the Debenture Director resigns, is removed or otherwise is unable to continue to serve as a director of the Company and the Debenture Holder does not exercise its right to appoint a successor Debenture Director, one Independent Director to be mutually selected by Brand and the Majority Holders shall be deemed to have resigned as a director effective as of the date that Purchaser the Debenture Holder notifies the Company that it will not exercise its rights under the Cerberus Agreement and its Subsidiaries shall not beneficially own, in the aggregate, at least cease to be a majority member of the outstanding Voting Stock, Purchaser shall have the right to designate six Purchaser Directors; (ii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than a majority but at least 36% Board of the outstanding Voting Stock, Purchaser shall have the right to nominate four, but not more than four, Purchaser Directors; (iii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 36% but at least 27% of the outstanding Voting Stock, Purchaser shall have the right to nominate three, but not more than three, Purchaser Directors; (iv) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 27% but at least 18% of the outstanding Voting Stock, Purchaser shall have the right to nominate two, but not more than two, Purchaser Directors; (v) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 18% but at least 5% of the outstanding Voting Stock, Purchaser shall have the right to nominate one, but not more than one, Purchaser Director; and (vi) After the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 5% of the outstanding Voting Stock, Purchaser shall have no right to nominate any Directors. (c) In The term of office of all directors shall continue until the event that next succeeding annual meeting of stockholders of the Company and until their successors are duly elected and qualified. Each of Brand and the Purchaser Group shall at all times have the right right, exercisable by such Person in his or its sole discretion, to designate less than six Directors pursuant successors for the directors appointed by such Person (provided that such successors shall be reasonably satisfactory to subsection 3.01(b) above, a majority of the Nominating Committee shall nominate that number of additional Independent Directors as is necessary to constitute the entire Board of Directors (as constituted at such time) and Purchaser shall cause such Purchaser Directors or the Brand Directors, as the case may be), to resign promptly so cause the Stockholders to remove, with or without cause, one or more of the directors appointed by such Person, and to fill any vacancy on the Board resulting from the death, resignation or removal of any director appointed by such Person (provided that any nominee selected to fill such a vacancy shall be reasonably satisfactory to a majority of the Brand Directors or the Purchaser Directors, as the case may be); provided, however, that no such actions may be taken with respect to permit any Independent Director unless mutually agreed to by Brand and the additional Purchaser Group and; provided, further, that any Independent Director shall be reasonably satisfactory to a majority of both the Brand Directors and the Purchaser Directors. Each Stockholder shall vote for such removal and for the election of such successor or successors at a meeting of the stockholders or shall execute a written consent to be appointed or electedsuch effect without a meeting and consents to the prompt holding of a special meeting for that purpose, in each case, at the written request of the Person seeking to remove and replace such director given to the Company. (d) Purchaser shall have the right to designate any replacement for a Purchaser Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause, and the The permanent successor Chief Executive Officer hired pursuant to Section 4.4 hereof shall become a member of the Board effective as of the effective date of his or her employment by the Company (the "Commencement Date") and shall have be deemed to be a Brand Director for all purposes hereunder. On or prior to the right Commencement Date, Brand and any Brand Transferees shall take all action reasonably necessary to designate any replacement for cause a Management Brand Director at to resign from the termination Board effective as of the Commencement Date and to appoint the permanent Chief Executive Officer to fill the vacancy created by such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause. (e) No individual who In the event that either Brand or the Purchaser Group is an officerno longer entitled to designate directors pursuant to this Article III, director, partner or principal stockholder of any competitor all directors designated by such Person (other than the permanent Chief Executive Officer hired pursuant to Section 4.4 hereof) shall be deemed to have resigned as directors effective immediately and shall cease to be members of the Company or any of its Subsidiaries shall serve as a Director; provided, however, the foregoing shall not apply to officers, directors, partners or principal stockholders of Purchaser, its Affiliates or AssociatesBoard. (f) The parties hereto acknowledge that no participation of any former director in the deliberations of the Company shall be deemed Board subsequent to be the deputy of, or otherwise be required to discharge date of his or her duties termination as a member director shall not affect in any respect any corporate action which has been approved by a majority of the remaining members of the Board, whether at a meeting at which a quorum of the Board of Directors under (excluding any such former director) was present or pursuant to a written consent signed by the direction of, or with special attention to the interests of, any shareholder of the Company, and each director shall be required to discharge his or her duties to all shareholders of the Companyremaining directors.

Composition of the Board of Directors. (a) The Company shall take any and all action necessary (including by securing the resignation of persons who were Directors prior to the Effective Time) so that promptly following the Effective TimeExcept as otherwise provided herein, the Board of Directors shall consist of eleven Directors, ten Directors (of which (i) one Director whom at least two shall be independent directors as required by the Chief Executive Officer rules of the Company Nasdaq National Market System and one Director who shall be another Officer deemed to be Independent Directors hereunder). (b) Effective as of the Closing Date, the Company designated by the Chief Executive Officer shall cause those of the Company (together, current Directors set forth in Schedule 4.1(b) to resign from the "Management Directors"), (ii) six Directors shall be designated by Purchaser, all Board of whom may be directors, officers, employees, Affiliates or Associates of Purchaser (the "Purchaser Directors"), and (iii) three Directors shall be Independent Directors. From and after the time The Company will cause the Board of Directors has been reconstituted in accordance with to take all necessary action so that at the preceding sentenceClosing Date, the Board of Directors shall consist of eleven Directors, of which (i) two Directors who are executive officers of the Company (not affiliated with Rakepoll), who shall be Management Directors, Directors hereunder; (ii) in accordance with subsection (b) below, six or fewer three Investor Directors shall be Purchaser Directors, designated by Rakepoll and (iii) in accordance with subsection (c) below, three or more shall be five Independent Directors designated jointly by the Management Directors and Investor Directors; provided, however, that in the event that on or prior to the Closing Date the holders of the Preferred Stock of the Company (other than Rakepoll and its Affiliates) become entitled to appoint 2 directors (the "Preferred Directors") to the Board of Directors in accordance with the terms of the Preferred Stock, then (x) the Board of Directors shall be empowered in its discretion increased from 10 to increase or decrease, from time to time, the number of 12 Directors so long as (x) there shall be at least two Management Directors and three Independent Directors, and (y) Rakepoll shall thereafter be entitled to designate an additional Investor Director and one Independent Director shall resign so that up to 4 of the relative percentage 12 Directors will be Investor Directors. The names of Management Directors, Independent Directors and Purchaser Directors shall be maintained, in all material respects, as in effect immediately prior to any such increase or decrease; and, provided, further, that if the members of the Board of Directors changes at the number of Directors constituting the entire Board of Directors, then the number of Directors and the percentages Closing Date shall be as set forth in subsection (b) below Part 1 of Exhibit A hereto. After the Closing, the composition of the Board of Directors shall be appropriately adjusteddetermined in compliance with Section 4.1(c). Management Directors, subject Investor Directors and Independent Directors shall be apportioned, to the immediately preceding provisionsextent possible, equally among the three classes of Directors. (b) Subject to subsection (a) above and subsection (c) below, At all times during the parties agree thatterm of this Agreement that Rakepoll's Interest is: (i) until the first date that Purchaser and its Subsidiaries shall not beneficially own50% or above of Rakepoll's Initial Interest, in the aggregate, at least a majority of the outstanding Voting Stock, Purchaser Rakepoll shall have the right to designate six Purchaser for nomination and approval three Investor Directors; the Management Directors shall have the right to designate for nomination and approval two Management Directors; and the five Independent Directors shall be designated for nomination and approval jointly by the Management Directors and the Investor Directors; (ii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, 25% or above but less than a majority but at least 3650% of the outstanding Voting StockRakepoll's Initial Interest, Purchaser Rakepoll shall have the right to nominate four, but not more than four, Purchaser designate for nomination and approval two Investor Directors; and there shall be four Independent Directors who shall be designated for nomination and approval jointly by the Management Directors and the Investor Directors; (iii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, 10% or above but less than 36% but at least 2725% of the outstanding Voting StockRakepoll's Initial Interest, Purchaser shall have the right to nominate three, but not more than three, Purchaser Directors; (iv) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 27% but at least 18% of the outstanding Voting Stock, Purchaser shall have the right to nominate two, but not more than two, Purchaser Directors; (v) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 18% but at least 5% of the outstanding Voting Stock, Purchaser shall have the right to nominate one, but not more than one, Purchaser Director; and (vi) After the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 5% of the outstanding Voting Stock, Purchaser shall have no right to nominate any Directors. (c) In the event that Purchaser Rakepoll shall have the right to designate less than six for nomination and approval one Investor Director; and there shall be three Independent Directors pursuant who shall be designated for nomination and approval jointly by the Management Director and the Investor Director; and (iv) below 10% of Rakepoll's Initial Interest, Vermouth shall have no right to subsection 3.01(bdesignate any Investor Directors or Independent Directors, and the Management Directors shall have no right to designate any Management Directors or Independent Directors; in each case as set forth in Part 2 of Exhibit A hereto. Either (A) at any time prior to the Closing or (B) after the Closing, if the Investor Directors have voted for the payment of the dividend owed on the Preferred Stock, in the event that the holders of the Preferred Stock become entitled to appoint the Preferred Directors, for so long as such holders are entitled to appoint the Preferred Directors, the composition of the Board of Directors in the case of each of (i)-(iv) above shall be as set forth in Part 3 of Exhibit A hereto. If at any time the Rakepoll Interest should be reduced with the result that, in accordance with paragraphs (i) through (iv) above, the Nominating Committee shall nominate that number of additional Independent Directors as directors which Rakepoll is necessary entitled to constitute designate is reduced, then such entitlement reduction shall extinguish any right Rakepoll may have hereunder to designate a greater number of directors, notwithstanding any increase in the entire Rakepoll Interest which may occur after such entitlement reduction. Vacancies on the Board of Directors (as constituted which result from a reduction in Rakepoll's and the Management Directors' entitlement to designate directors in accordance with the foregoing shall be filled by election by the stockholders at such time) large of the Company, in accordance with applicable law, the Company's Certificate of Incorporation and Purchaser shall cause such Purchaser Directors to resign promptly so as to permit the additional Independent Directors to be appointed or electedits Bylaws. (d) Purchaser If at any time the number of Investor Directors or Management Directors on the Board of Directors exceeds the number of such Directors that Rakepoll or the Management Directors, as the case may be, has the right to designate in accordance with this Section 4.1, then Rakepoll or the Management Directors, as appropriate, shall promptly cause to resign, and take all other action reasonably necessary to cause the prompt removal of, such number of Investor Directors or Management Directors, as appropriate, necessary to cause the composition of the Board of Directors to conform to the provisions of Section 4.1(c). In the event that additional Investor Directors or Management Directors are required to be designated so that the composition of the Board of Directors conforms hereto, then the Investor Directors or the Management Directors, as appropriate, shall designate replacement directors in accordance with Section 4.1(c). (e) Subject to Section 4.1(d), Rakepoll and the Management Directors, respectively, shall have the right to designate any replacement for a Purchaser any Investor Director or Management Director, as applicable, designated in accordance with Section 4.1 by Rakepoll or the Management Directors, respectively, at the termination of such Directordirector's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause; provided, and however, that if at any time there are no Management Directors remaining on the Chief Executive Officer Board of Directors, then the Independent Directors shall designate a member of the senior management of the Company shall have who is not an affiliate of Rakepoll (other than by virtue of being a senior manager of the right to designate any replacement Company) as a replacement(s) for a such Management Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause. (ef) No individual who is an officer, director, partner or principal stockholder of any competitor "competitor" of the Company or any of its Subsidiaries shall serve as a Director; provided(other than Rakepoll, however, the foregoing shall not apply to its Affiliates or officers, directors, partners or principal stockholders of Purchaserthereof) shall serve as a Director. For purposes hereof, its Affiliates or Associates. (f) The parties hereto acknowledge that no director of the Company an entity shall be deemed to be a "competitor" of the deputy ofCompany if such entity (i) is engaged in the production of injectable generic pharmaceuticals or fine chemical finished products, or otherwise be required (ii) actually manufactures any product which is substantially similar in use or purpose to discharge his or her duties as a member of the Board of Directors under the direction of, or with special attention to the interests of, any shareholder of product manufactured by the Company, and each director shall be required in development by the Company, or in the funding plan agreed to discharge his by the parties hereto (the ("Funding Plan") for development by the Company or her duties to all shareholders (iii) engaged in the field of oncology or (iv) is engaged in a business such that the reasonable inference is that such entity is engaged in substantially the same business as the Company.

Composition of the Board of Directors. During the Specified Period: (a) The Company the Entire Board of Directors shall take any be comprised of sixteen (16) Directors, of which eight (8) shall be Legacy First Midwest Directors (one of whom, as of the Effective Time, shall be the Executive Chairman and all action necessary (including by securing the resignation Chief Executive Officer of persons who were Directors Legacy First Midwest immediately prior to the Effective Time) so that promptly following Time and eight (8) shall be Legacy Old National Directors (one of whom, as of the Effective Time, shall be the Chairman and Chief Executive Officer of Legacy Old National immediately prior to the Effective Time and one of whom shall be the Lead Director of Old National immediately prior to the Effective Time and who shall be the Lead Director of the Corporation); (b) all vacancies resulting from the cessation of service by any Legacy First Midwest Director for any reason shall be filled by the Board of Directors shall consist with a nominee selected by the Legacy First Midwest Directors Nominating Committee; (c) all vacancies resulting from the cessation of eleven Directors, of which (i) one service by any Legacy Old National Director for any reason shall be the Chief Executive Officer of the Company and one Director shall be another Officer of the Company designated filled by the Chief Executive Officer of the Company (together, the "Management Directors"), (ii) six Directors shall be designated by Purchaser, all of whom may be directors, officers, employees, Affiliates or Associates of Purchaser (the "Purchaser Directors"), and (iii) three Directors shall be Independent Directors. From and after the time the Board of Directors has been reconstituted in accordance with a nominee selected by the preceding sentenceLegacy Old National Directors Nominating Committee; (d) the Legacy First Midwest Directors Nominating Committee shall have the exclusive authority to nominate, on behalf of the Board of Directors shall consist of eleven Directors, directors for election at each annual meeting, or at any special meeting at which directors are to be elected, to fill each seat previously held by a Legacy First Midwest Director; (e) the Legacy Old National Directors Nominating Committee shall have the exclusive authority to nominate, on behalf of which (i) two Directors shall be Management the Board of Directors, directors for election at each annual meeting, or at any special meeting at which directors are to be elected, to fill each seat previously held by a Legacy Old National Director; (iif) in accordance with subsection (b) below, six or fewer Directors shall be Purchaser Directors, and (iii) in accordance with subsection (c) below, three or more shall be Independent Directors; provided, however, all vacancies on the Board of Directors shall be empowered in its discretion to increase or decrease, from time to time, the number of Directors so long as (x) there shall be at least two Management Directors and three Independent Directors, and (y) the relative percentage of Management Directors, Independent Directors and Purchaser Directors shall be maintained, in all material respects, as in effect immediately prior to any such increase or decrease; and, provided, further, that if promptly filled by the Board of Directors changes with the number of Directors constituting the entire Board of Directors, then the number of Directors and the percentages set forth individuals chosen as provided for in subsection (b) below shall be appropriately adjusted, subject to the immediately preceding provisions. (b) Subject to subsection (a) above and subsection (c) below, the parties agree that: (i) until the first date that Purchaser and its Subsidiaries shall not beneficially own, in the aggregate, at least a majority of the outstanding Voting Stock, Purchaser shall have the right to designate six Purchaser Directors; (ii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than a majority but at least 36% of the outstanding Voting Stock, Purchaser shall have the right to nominate four, but not more than four, Purchaser Directors; (iii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 36% but at least 27% of the outstanding Voting Stock, Purchaser shall have the right to nominate three, but not more than three, Purchaser Directors; (iv) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 27% but at least 18% of the outstanding Voting Stock, Purchaser shall have the right to nominate two, but not more than two, Purchaser Directors; (v) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 18% but at least 5% of the outstanding Voting Stock, Purchaser shall have the right to nominate one, but not more than one, Purchaser Directorthis Article IX; and (vig) After the first date that Purchaser and its Subsidiaries shall beneficially ownany age limits, in the aggregate, less than 5% of the outstanding Voting Stock, Purchaser shall have no right to nominate any Directors. (c) In the event that Purchaser shall have the right to designate less than six Directors pursuant to subsection 3.01(b) above, the Nominating Committee shall nominate that number of additional Independent Directors as is necessary to constitute the entire Board of Directors (as constituted at such time) and Purchaser shall cause such Purchaser Directors to resign promptly so as to permit the additional Independent Directors to be appointed restrictions or elected. (d) Purchaser shall have the right to designate any replacement retirement requirements for a Purchaser Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause, and the Chief Executive Officer of the Company shall have the right to designate any replacement for a Management Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause. (e) No individual who is an officer, director, partner or principal stockholder of any competitor of the Company or any of its Subsidiaries shall serve as a Director; provided, however, the foregoing shall not apply to officers, directors, partners or principal stockholders of Purchaser, its Affiliates or Associates. (f) The parties hereto acknowledge that no director of the Company shall be deemed to be the deputy of, or otherwise be required to discharge his or her duties as a member members of the Board of Directors under the direction of, or with special attention shall not be applicable to the interests of, any shareholder of the Company, and each director shall be required persons designated as directors pursuant to discharge his or her duties to all shareholders of the Companythis Article IX.

Composition of the Board of Directors. 3.1.1 The Board of Directors of the Company (the “Board”) shall be composed as follows: (a) The For so long as the Company shall take any and all action necessary (including by securing the resignation of persons who were Directors prior to the Effective Time) so that promptly following the Effective Timeis a Controlled Company, the Board shall be composed of Directors not more than twelve (12) individuals (each, a “Director”), and will be composed as follows: (i) Eight (8) individuals shall consist be nominated by the Board upon the direction of eleven Directorsthe Initial Shareholder, of which each of the Blackstone Investors, the Carlyle Investors, the Permira Investors and the TPG Investors shall have the right, but not the obligation, to designate two (i2) one Director directors (collectively, the “Sponsor Designees,” and each individually, a “Sponsor Designee”); (ii) One (1) director shall be the Chief Executive Officer of the Company in office from time to time; and (iii) Such number of additional directors nominated by the Board, acting upon the recommendation of the Nomination and one Director Corporate Governance Committee, that meet the then current standards to qualify as an independent director under the Exchange Act and established national securities exchange on which the Shares are then listed for trading so that the Board and the members of the board committees contemplated by Section 3.1.5 hereof satisfy the applicable “independence” requirements (the “Board Independence Requirements”). (b) For so long as (x) the Company is not a Controlled Company and (y) the Initial Shareholder and the Sponsors beneficially own in the aggregate at least 20% of the issued and outstanding Shares of the Company, the Board will be composed as follows: (i) Four (4) individuals shall be another Officer nominated by the Board at the direction of the Company designated by Initial Shareholder, of which each of the Sponsors shall have the right, but not the obligation, to nominate one (1) Sponsor Designee to the Board; provided, however, that any Sponsor whose Ownership Percentage is less than 2.8% shall not have the right to nominate a Sponsor Designee pursuant to this Section 3.1.1(b)(i); (ii) One (1) director shall be the Chief Executive Officer of the Company (together, the "Management Directors"), (ii) six Directors shall be designated by Purchaser, all of whom may be directors, officers, employees, Affiliates or Associates of Purchaser (the "Purchaser Directors"), and (iii) three Directors shall be Independent Directors. From and after the time the Board of Directors has been reconstituted in accordance with the preceding sentence, the Board of Directors shall consist of eleven Directors, of which (i) two Directors shall be Management Directors, (ii) in accordance with subsection (b) below, six or fewer Directors shall be Purchaser Directors, and (iii) in accordance with subsection (c) below, three or more shall be Independent Directors; provided, however, the Board of Directors shall be empowered in its discretion to increase or decrease, office from time to time, the number of Directors so long as (x) there shall be at least two Management Directors and three Independent Directors, and (y) the relative percentage of Management Directors, Independent Directors and Purchaser Directors shall be maintained, in all material respects, as in effect immediately prior to any such increase or decrease; and, provided, further, that if the Board of Directors changes the number of Directors constituting the entire Board of Directors, then the number of Directors and the percentages set forth in subsection (b) below shall be appropriately adjusted, subject to the immediately preceding provisions. (b) Subject to subsection (a) above and subsection (c) below, the parties agree that: (i) until the first date that Purchaser and its Subsidiaries shall not beneficially own, in the aggregate, at least a majority of the outstanding Voting Stock, Purchaser shall have the right to designate six Purchaser Directors; (ii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than a majority but at least 36% of the outstanding Voting Stock, Purchaser shall have the right to nominate four, but not more than four, Purchaser Directors; (iii) after Such number of additional directors nominated by Board, acting upon the first date recommendation of the Nominating and Corporate Governance Committee so that Purchaser the Board and its Subsidiaries shall beneficially own, in the aggregate, less than 36% but at least 27% of the outstanding Voting Stock, Purchaser shall have the right to nominate three, but not more than three, Purchaser Directors; (iv) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 27% but at least 18% of the outstanding Voting Stock, Purchaser shall have the right to nominate two, but not more than two, Purchaser Directors; (v) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 18% but at least 5% of the outstanding Voting Stock, Purchaser shall have the right to nominate one, but not more than one, Purchaser Director; and (vi) After the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 5% of the outstanding Voting Stock, Purchaser shall have no right to nominate any Directorscommittees satisfy then applicable Board Independence Requirements. (c) In At such time as the event that Purchaser Initial Shareholder and the Sponsors beneficially own in the aggregate less than 20% of the issued and outstanding Shares of the Company, each of the Sponsors whose Ownership Percentage is at least 5% shall have the right right, but not the obligation, to designate less than six Directors pursuant to subsection 3.01(bnominate one (1) above, Sponsor Designee and any remaining directors shall be nominated by the Board acting upon the recommendation of the Nominating and Corporate Governance Committee shall nominate so that number of additional Independent Directors as is necessary to constitute the entire Board of Directors (as constituted at such time) and Purchaser shall cause such Purchaser Directors to resign promptly so as to permit the additional Independent Directors to be appointed or electedits committees satisfy then applicable Board Independence Requirements. (d) Purchaser To the extent that issued and outstanding Shares of the Company held by the Initial Shareholder are distributed to the Sponsors, each Sponsor with a right to direct the Initial Shareholder to nominate a director shall have the right right, but not the obligation, to designate nominate such director directly. For purposes of this Section 3.1.1, each Sponsor may nominate any replacement for a Purchaser Director at the termination individual as its Sponsor Designee, regardless of whether such Director's term individual is considered an independent director or upon is affiliated with such Director's death, resignation, retirement, disqualification, removal from office or other cause, and the Chief Executive Officer of the Company shall have the right to designate any replacement for a Management Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other causeSponsor. (e) No individual who is an officer, director, partner or principal stockholder of any competitor of the Company or any of its Subsidiaries shall serve as a Director; provided, however, the foregoing shall not apply to officers, directors, partners or principal stockholders of Purchaser, its Affiliates or Associates. (f) The parties hereto acknowledge that no director of the Company shall be deemed to be the deputy of, or otherwise be required to discharge his or her duties as a member of the Board of Directors under the direction of, or with special attention to the interests of, any shareholder of the Company, and each director shall be required to discharge his or her duties to all shareholders of the Company.

Composition of the Board of Directors. (ai) The Until the next annual meeting of stockholders, the Parties agree that the number of Directors which shall constitute the Board of Directors shall be six, unless changed by vote of the Board of Directors as specified in subsection 2(f)(iv). (ii) Upon the retirement, resignation, disqualification, removal or death of any Incumbent Director, the remaining Incumbent Directors shall have the right, or if there are no Incumbent Directors remaining to nominate candidates, the management of the Company shall take have the right, to nominate a candidate, duly qualified to serve as a Director as specified by the By-Laws of the Company, to fill such vacancy, and each Xxxxxx Director agrees to elect such nominee of the Incumbent Directors (or of management of the Company) to fill such vacancy, whereupon the newly-elected Director shall become an Incumbent Director for purposes of this Agreement. (iii) Upon the retirement, resignation, disqualification, removal or death of any Xxxxxx Director, Xxxxxx Energy shall have the right to nominate a candidate, duly qualified to serve as a Director as specified by the By-Laws of the Company, to fill such vacancy, and all action necessary each remaining Director Party agrees to elect such nominee of Xxxxxx Energy to fill such vacancy, whereupon the newly-elected Director shall become a Xxxxxx Director for purposes of this Agreement. (including by securing iv) After the resignation of persons who were Nakash Directors prior have been elected to the Effective Time) so that promptly following the Effective TimeBoard of Directors, the Board of Directors shall consist of eleven Directors, of which (i) one Director shall be may choose to increase the Chief Executive Officer of the Company and one Director shall be another Officer of the Company designated by the Chief Executive Officer of the Company (together, the "Management Directors"), (ii) six Directors shall be designated by Purchaser, all of whom may be directors, officers, employees, Affiliates or Associates of Purchaser (the "Purchaser Directors"), and (iii) three Directors shall be Independent Directors. From and after the time the Board number of Directors has been reconstituted in accordance consistent with the preceding sentence, the Board of Directors shall consist of eleven Directors, of which (i) two Directors shall be Management Directors, (ii) in accordance with subsection (b) below, six or fewer Directors shall be Purchaser Directors, and (iii) in accordance with subsection (c) below, three or more shall be Independent DirectorsBy-Laws; provided, however, the Board Parties agree that, notwithstanding any provision of the By-Laws to the contrary, (x) the affirmative vote of at least five out of the six Directors shall be empowered in its discretion required to increase or decrease, from time to time, the number of Directors so long as (x) there shall be at least two Management Directors and three Independent Directorsfrom six to seven or eight, and (y) the relative percentage affirmative vote of Management Directors, Independent Directors and Purchaser at least six out of the seven Directors shall be maintained, in all material respects, as in effect immediately prior required to any such increase or decrease; and, provided, further, that if the Board of Directors changes the number of Directors constituting the entire Board of Directorsfrom seven to eight, then and (z) the number of Directors and shall not exceed eight. (v) In the percentages event the number of Directors is increased to eight as set forth in subsection (b) below 2(f)(iv), the Incumbent Directors shall nominate one candidate duly qualified to serve as a Director under the By-Laws of the Company and Xxxxxx Energy shall nominate one candidate so duly qualified to serve as a Director, and each Director Party agrees to elect such nominees, whereupon the nominee of the Incumbent Directors shall become an Incumbent Director for purposes of this Agreement, the nominee of Xxxxxx Energy shall become a Xxxxxx Director for purposes of this Agreement, and each nominee shall execute and deliver an instrument to become a Director Party to this Agreement. In the event the number of Directors is increased to seven, the affirmative vote of five out of the six Directors shall be appropriately adjustedrequired to select a nominee, subject who shall be duly qualified to serve as a Director and shall qualify as an “independent director” under the immediately preceding provisions. (bNASDAQ Marketplace Rules and an “outside director” under section 162(m) Subject to subsection (a) above and subsection (c) below, the parties agree that: (i) until the first date that Purchaser and its Subsidiaries shall not beneficially own, in the aggregate, at least a majority of the outstanding Voting Stock, Purchaser shall have Internal Revenue Code eligible to serve on the right to designate six Purchaser Directors; (ii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than a majority but at least 36% Compensation Committee of the outstanding Voting Stock, Purchaser shall have the right to nominate four, but not more than four, Purchaser Board of Directors; (iii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 36% but at least 27% of the outstanding Voting Stock, Purchaser shall have the right to nominate three, but not more than three, Purchaser Directors; (iv) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 27% but at least 18% of the outstanding Voting Stock, Purchaser shall have the right to nominate two, but not more than two, Purchaser Directors; (v) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 18% but at least 5% of the outstanding Voting Stock, Purchaser shall have the right to nominate one, but not more than one, Purchaser Director; and. (vi) After Each nominee to be elected as a Director under the first date that Purchaser and its Subsidiaries shall beneficially ownforegoing provisions of this Section 2(f) shall, in the aggregate, less than 5% as a condition of becoming a Director of the outstanding Voting StockCompany, Purchaser shall have no right execute and deliver an instrument to nominate any Directorsbecome a Director Party to this Agreement under which such newly elected Director agrees to be bound by all of the terms and conditions of this Agreement. (cvii) In the event that Purchaser shall have the right to designate less than six Directors pursuant to subsection 3.01(b) above, the Nominating Committee shall nominate that number of additional Independent Directors as is necessary to constitute the entire Board of Directors (as constituted at such time) and Purchaser shall cause such Purchaser Directors to resign promptly so as to permit the additional Independent Directors to be appointed or elected. (d) Purchaser shall have the right to designate any replacement for a Purchaser Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause, and the Chief Executive Officer of the Company shall have the right to designate any replacement for a Management Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause. (e) No individual who is an officer, director, partner or principal stockholder of any competitor of the Company or any of its Subsidiaries shall serve as a Director; provided, however, the foregoing shall not apply to officers, directors, partners or principal stockholders of Purchaser, its Affiliates or Associates. (f) The parties hereto acknowledge that no director of the Company shall be deemed to be the deputy of, or otherwise be required to discharge his or her duties as a member At each meeting of the Board of Directors under or of any Committee of the direction ofBoard of Directors, or with special attention the Incumbent Directors, the Xxxxxx Directors and the Company shall be entitled to invite their respective counsel and other advisers to attend such meetings to render advice, subject to the interests of, any shareholder authority of the CompanyBoard of Directors or any such Committee to convene in executive session on such matters as it deems necessary or proper, and each director provided that the fees and expenses of such counsel or other advisers shall be required to discharge his or her duties to all shareholders of borne by the Companyrespective Parties by whom they were engaged.

Composition of the Board of Directors. (a) The Company shall take any and all action necessary (including by securing the resignation of persons who were Directors prior to the Effective Time) so that promptly following the Effective Time, the Board of Directors shall consist of eleven Directors, of which (i) one Director shall be the Chief Executive Officer of the Company and one Director shall be another Officer of the Company designated by the Chief Executive Officer of the Company (together, the "“Management Directors"”), (ii) six Directors shall be designated by Purchaser, all of whom may be directors, officers, employees, Affiliates or Associates of Purchaser (the "“Purchaser Directors"”), and (iii) three Directors shall be Independent Directors. From and after the time the Board of Directors has been reconstituted in accordance with the preceding sentence, the Board of Directors shall consist of eleven Directors, of which (i) two Directors shall be Management Directors, (ii) in accordance with subsection (b) below, six or fewer Directors shall be Purchaser Directors, and (iii) in accordance with subsection (c) below, three or more shall be Independent Directors; provided, however, the Board of Directors shall be empowered in its discretion to increase or decrease, from time to time, the number of Directors so long as (x) there shall be at least two Management Directors and three Independent Directors, and (y) the relative percentage of Management Directors, Independent Directors and Purchaser Directors shall be maintained, in all material respects, as in effect immediately prior to any such increase or decrease; and, provided, further, that if the Board of Directors changes the number of Directors constituting the entire Board of Directors, then the number of Directors and the percentages set forth in subsection (b) below shall be appropriately adjusted, subject to the immediately preceding provisions. (b) Subject to subsection (a) above and subsection (c) below, the parties agree that: (i) until the first date that Purchaser and its Subsidiaries shall not beneficially own, in the aggregate, at least a majority of the outstanding Voting Stock, Purchaser shall have the right to designate six Purchaser Directors; (ii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than a majority but at least 36% of the outstanding Voting Stock, Purchaser shall have the right to nominate four, but not more than four, Purchaser Directors; (iii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 36% but at least 27% of the outstanding Voting Stock, Purchaser shall have the right to nominate three, but not more than three, Purchaser Directors; (iv) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 27% but at least 18% of the outstanding Voting Stock, Purchaser shall have the right to nominate two, but not more than two, Purchaser Directors; (v) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 18% but at least 5% of the outstanding Voting Stock, Purchaser shall have the right to nominate one, but not more than one, Purchaser Director; and (vi) After the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 5% of the outstanding Voting Stock, Purchaser shall have no right to nominate any Directors. (c) In the event that Purchaser shall have the right to designate less than six Directors pursuant to subsection 3.01(b) above, the Nominating Committee shall nominate that number of additional Independent Directors as is necessary to constitute the entire Board of Directors (as constituted at such time) and Purchaser shall cause such Purchaser Directors to resign promptly so as to permit the additional Independent Directors to be appointed or elected. (d) Purchaser shall have the right to designate any replacement for a Purchaser Director at the termination of such Director's ’s term or upon such Director's ’s death, resignation, retirement, disqualification, removal from office or other cause, and the Chief Executive Officer of the Company shall have the right to designate any replacement for a Management Director at the termination of such Director's ’s term or upon such Director's ’s death, resignation, retirement, disqualification, removal from office or other cause. (e) No individual who is an officer, director, partner or principal stockholder of any competitor of the Company or any of its Subsidiaries shall serve as a Director; provided, however, the foregoing shall not apply to officers, directors, partners or principal stockholders of Purchaser, its Affiliates or Associates. (f) The parties hereto acknowledge that no director of the Company shall be deemed to be the deputy of, or otherwise be required to discharge his or her duties as a member of the Board of Directors under the direction of, or with special attention to the interests of, any shareholder of the Company, and each director shall be required to discharge his or her duties to all shareholders of the Company.

Composition of the Board of Directors. (a) The Section 14(f). Promptly upon the acceptance for payment of, and payment by Purchaser for, any shares of Company shall take any and all action necessary (including by securing the resignation of persons who were Directors prior Common Stock pursuant to the Effective Time) so that promptly following the Effective TimeOffer, Purchaser shall be entitled to designate such number of directors on the Board of Directors shall consist of eleven Directors, of which (i) one Director shall be the Chief Executive Officer of the Company and one Director shall be another Officer as will give Purchaser, subject to compliance with Section 14(f) of the Company designated by the Chief Executive Officer of the Company (togetherExchange Act, the "Management Directors"), (ii) six Directors shall be designated by Purchaser, all of whom may be directors, officers, employees, Affiliates or Associates of Purchaser (the "Purchaser Directors"), and (iii) three Directors shall be Independent Directors. From and after the time representation on the Board of Directors has been reconstituted in accordance with of the preceding sentenceCompany equal to at least that number of directors, rounded up to the next whole number, which is the product of (a) the total number of directors on the Company's Board of Directors shall consist of eleven Directors, of which (giving effect to the directors elected pursuant to this sentence) multiplied by (b) the percentage that (i) two Directors shall be Management Directors, such number of shares of Company Common Stock so accepted for payment and paid for by Purchaser plus the number of shares of Company Common Stock otherwise owned by Purchaser or any other Subsidiary of Parent bears to (ii) in accordance with subsection (b) below, six or fewer Directors shall be Purchaser Directorsthe number of such shares outstanding, and (iii) in accordance with subsection (c) belowthe Company shall, three or more shall at such time, cause Purchaser's designees to be Independent Directorsso elected; provided, however, that in the event that Purchaser's designees are appointed or elected to the Board of Directors shall be empowered in its discretion to increase or decreaseof the Company, from time to time, until the number of Directors so long as (x) there shall be at least two Management Directors and three Independent Directors, and (y) the relative percentage of Management Directors, Independent Directors and Purchaser Directors shall be maintained, in all material respects, as in effect immediately prior to any such increase or decrease; and, provided, further, that if Effective Time the Board of the Directors changes the number of Directors constituting the entire Board of Directors, then the number of Directors and the percentages set forth in subsection (b) below shall be appropriately adjusted, subject to the immediately preceding provisions. (b) Subject to subsection (a) above and subsection (c) below, the parties agree that: (i) until the first date that Purchaser and its Subsidiaries shall not beneficially own, in the aggregate, at least a majority of the outstanding Voting Stock, Purchaser shall have the right to designate six Purchaser Directors; (ii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than a majority but at least 36% of the outstanding Voting Stock, Purchaser shall have the right to nominate four, but not more than four, Purchaser Directors; (iii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 36% but at least 27% of the outstanding Voting Stock, Purchaser shall have the right to nominate three, but not more than three, Purchaser Directors; (iv) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 27% but at least 18% of the outstanding Voting Stock, Purchaser shall have the right to nominate two, but not more than two, Purchaser Directors; (v) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 18% but at least 5% of the outstanding Voting Stock, Purchaser shall have the right to nominate one, but not more than one, Purchaser Director; and (vi) After the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 5% of the outstanding Voting Stock, Purchaser shall have no right to nominate any Directors. (c) In the event that Purchaser shall have the right to designate less than six Directors pursuant to subsection 3.01(b) above, the Nominating Committee shall nominate that number of additional Independent Directors as is necessary to constitute the entire Board of Directors (as constituted at such time) and Purchaser shall cause such Purchaser Directors to resign promptly so as to permit the additional Independent Directors to be appointed or elected. (d) Purchaser shall have the right to designate any replacement for a Purchaser Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause, and the Chief Executive Officer of the Company shall have at least three directors who are directors on the right date of this Agreement (the "Independent Directors"); and provided further that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to designate any replacement for a Management Director at the termination of persons to fill such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause. (e) No individual vacancies who is an officer, director, partner or principal stockholder of any competitor of the Company or any of its Subsidiaries shall serve as a Director; provided, however, the foregoing shall not apply to officers, directors, partners or principal stockholders of Purchaser, its Affiliates or Associates. (f) The parties hereto acknowledge that no director of the Company shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the deputy ofother directors promptly shall designate three persons to fill such vacancies who shall not be officers, stockholders or otherwise Affiliates of Parent or Purchaser, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information statement required under Rule 14f-1 containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Purchaser shall have provided to the Company on a timely basis all information required to discharge his or her duties be included in the information statement required under Rule 14f-1 with respect to Purchaser's designees). Purchaser's designees shall be divided between the classes of directors as a member necessary to comply with the requirements of the Company's bylaws. In connection with the foregoing, the Company shall promptly, at the option of Purchaser, either increase the size of the Board of Directors under of the direction of, Company or with special attention obtain the resignation of such number of its current directors as is necessary to enable Purchaser's designees to be elected or appointed to the interests of, any shareholder Board of Directors of the Company as provided above. The date on which Purchaser's designees constitute a majority of the Company, and each director shall be required 's Board of Directors is herein referred to discharge his or her duties to all shareholders of as the Company"Control Date."

Composition of the Board of Directors. (a) The Company Promptly upon the acceptance for payment of, and payment by Merger Sub, in accordance with the Offer, for shares of Common Stock pursuant to the Offer, and from time to time thereafter as shares of Common Stock are acquired by Merger Sub, Merger Sub shall take any and all action necessary (including by securing be entitled to designate such number of directors, rounded up to the resignation of persons who were Directors next whole number, but at no time prior to the Effective TimeTime (as hereinafter defined) so that promptly following more than three fewer than the Effective Time, total number of directors on the Board of Directors shall consist of eleven Directors, of which (i) one Director shall be the Chief Executive Officer of the Company and one Director shall be another Officer Company, equal to that number of directors which equals the product of the Company designated by the Chief Executive Officer total number of the Company (together, the "Management Directors"), (ii) six Directors shall be designated by Purchaser, all of whom may be directors, officers, employees, Affiliates or Associates of Purchaser (the "Purchaser Directors"), and (iii) three Directors shall be Independent Directors. From and after the time directors on the Board of Directors has been reconstituted in accordance with (giving effect to the preceding directors elected pursuant to this sentence, ) multiplied by the Board percentage that such number of Directors shall consist shares of eleven Directors, of which (i) two Directors shall be Management Directors, (ii) in accordance with subsection (b) below, six Common Stock so accepted for payment and paid for or fewer Directors shall be Purchaser Directors, and (iii) in accordance with subsection (c) below, three otherwise acquired or more shall be Independent Directors; provided, however, the Board of Directors shall be empowered in its discretion owned by Merger Sub or Parents bears to increase or decrease, from time to time, the number of Directors shares of Common Stock outstanding. The Company shall, at such time, cause Merger Sub's designees to be so long as (x) there shall be at least two Management Directors and three Independent Directors, and (y) the relative percentage of Management Directors, Independent Directors and Purchaser Directors shall be maintained, in all material respects, as in effect immediately prior to any such increase or decrease; and, provided, further, that if the Board of Directors changes the number of Directors constituting the entire Board of Directors, then the number of Directors and the percentages set forth in subsection (b) below shall be appropriately adjusted, subject to the immediately preceding provisionselected. (b) Subject The Company's obligations to subsection (acause designees of Merger Sub to be elected or appointed to the Board of Directors of the Company shall be subject to Section 14(f) above of the Exchange Act, and subsection Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.2(b), and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. Parents and Merger Sub will supply to the Company any information with respect to any of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) below, After the parties agree that: (i) until the first date time that Purchaser and its Subsidiaries shall not beneficially own, in the aggregate, Merger Sub's designees constitute at least a majority of the outstanding Voting Stock, Purchaser shall have the right to designate six Purchaser Directors; (ii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than a majority but at least 36% of the outstanding Voting Stock, Purchaser shall have the right to nominate four, but not more than four, Purchaser Directors; (iii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 36% but at least 27% of the outstanding Voting Stock, Purchaser shall have the right to nominate three, but not more than three, Purchaser Directors; (iv) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 27% but at least 18% of the outstanding Voting Stock, Purchaser shall have the right to nominate two, but not more than two, Purchaser Directors; (v) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 18% but at least 5% of the outstanding Voting Stock, Purchaser shall have the right to nominate one, but not more than one, Purchaser Director; and (vi) After the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 5% of the outstanding Voting Stock, Purchaser shall have no right to nominate any Directors. (c) In the event that Purchaser shall have the right to designate less than six Directors pursuant to subsection 3.01(b) above, the Nominating Committee shall nominate that number of additional Independent Directors as is necessary to constitute the entire Board of Directors of the Company (as constituted at such timethe "Change in Majority Directors") and Purchaser until the Effective Time, any amendment or termination of this Agreement, extension for the performance or waiver of the obligations or other acts of Parents or Merger Sub or waiver of the Company's rights hereunder shall cause also require the approval of a majority (or such Purchaser higher percentage as is required under the bylaws of the Company) of the then serving directors, if any, who are directors as of the date hereof (the "Continuing Directors"). If the number of Continuing Directors prior to resign promptly so as the Effective Time is reduced below three for any reason, the remaining Continuing Directors or Director shall be entitled to permit the additional Independent designate persons to fill such vacancies who shall be deemed Continuing Directors to be appointed or electedfor all purposes of this Agreement. (d) Purchaser shall have Notwithstanding the right to designate any replacement for a Purchaser Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause, and the Chief Executive Officer of the Company shall have the right to designate any replacement for a Management Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause. (e) No individual who is an officer, director, partner or principal stockholder of any competitor of the Company or any of its Subsidiaries shall serve as a Director; provided, howeverforgoing, the foregoing shall not apply last three directors to officers, directors, partners or principal stockholders of Purchaser, its Affiliates or Associates. (f) The parties hereto acknowledge that no director of the Company be removed pursuant to this Section 1.2 shall be deemed to be the deputy ofMessrs. Olds, or otherwise be required to discharge his or her duties as a member of the Board of Directors under the direction of, or with special attention to the interests of, any shareholder of the Company, and each director shall be required to discharge his or her duties to all shareholders of the CompanyOlsox xxx Beloyianis.

Composition of the Board of Directors. (a) The Company shall take any and all action necessary (including by securing At the resignation of persons who were Directors prior to the Effective Time) so that promptly following the Effective TimeClosing, the Board of Directors shall consist of eleven Directorsat least seven (7) Director positions (the “Initial Board”). Upon the first vacancy on the Board in accordance with the terms of this Agreement, the Bylaws or the Certificate of which Incorporation, that would not otherwise be filled pursuant to Section 2.04, so long as LifeSci (together with its Affiliates) Beneficially Owns more than 1.0% of the issued and outstanding Common Stock, LifeSci shall be entitled to designate one (1) Independent Director (the “LSAQ Director”) to the Board. Reasonably promptly following such vacancy on the Board, the Company shall provide written notice to LifeSci of such vacancy and, reasonably promptly following receipt of such written notice, LifeSci shall deliver a written notice to the Company designating the individual to serve on the Board as the LSAQ Director hereunder, who shall be appointed as a Class III Director. (b) The Initial Board shall include the following individuals, each of whom shall serve as a Director until such individual’s successor is duly elected and qualified in accordance with this Agreement, the Certificate of Incorporation and the Bylaws, subject to such individual’s earlier death, resignation or removal: (i) one Director shall be the Chief Executive Officer of the Company and one Director following the Closing, who shall be another Officer of the Company designated by the Chief Executive Officer of the Company (together, the "Management Directors"), (ii) six Directors shall be designated by Purchaser, all of whom may be directors, officers, employees, Affiliates or Associates of Purchaser (the "Purchaser Directors"), and (iii) three Directors shall be Independent Directors. From and after the time the Board of Directors has been reconstituted in accordance with the preceding sentence, the Board of Directors shall consist of eleven Directors, of which (i) two Directors shall be Management Directors, (ii) in accordance with subsection (b) below, six or fewer Directors shall be Purchaser Directors, and (iii) in accordance with subsection (c) below, three or more shall be Independent Directors; provided, however, the Board of Directors shall be empowered in its discretion to increase or decrease, from time to time, the number of Directors so long as (x) there shall be at least two Management Directors and three Independent Directors, and (y) the relative percentage of Management Directors, Independent Directors and Purchaser Directors shall be maintained, in all material respects, as in effect immediately prior to any such increase or decrease; and, provided, further, that if the Board of Directors changes the number of Directors constituting the entire Board of Directors, then the number of Directors and the percentages set forth in subsection (b) below shall be appropriately adjusted, subject to the immediately preceding provisions. (b) Subject to subsection (a) above and subsection (c) below, the parties agree that: (i) until the first date that Purchaser and its Subsidiaries shall not beneficially own, in the aggregate, at least a majority of the outstanding Voting Stock, Purchaser shall have the right to designate six Purchaser DirectorsXxxxx Xxxxx; (ii) after one (1) Director who meets the first date that Purchaser independence requirements under the rules and its Subsidiaries regulations of NASDAQ (such Director, an “Independent Director”) designated by the Redmile Stockholder, who shall beneficially own, in the aggregate, less than a majority but at least 36% of the outstanding Voting Stock, Purchaser shall have the right to nominate four, but not more than four, Purchaser Directorsbe Xxxxxx Xxxxxxxx; (iii) after one (1) Independent Director designated by the first date that Purchaser and its Subsidiaries Lux Stockholder, who shall beneficially own, in the aggregate, less than 36% but at least 27% of the outstanding Voting Stock, Purchaser shall have the right to nominate three, but not more than three, Purchaser Directorsbe Xxxx Goulburn; (iv) after one (1) Independent Director designated by the first date that Purchaser and its Subsidiaries PPD Stockholder, who shall beneficially own, in the aggregate, less than 27% but at least 18% of the outstanding Voting Stock, Purchaser shall have the right to nominate two, but not more than two, Purchaser Directors;be Xxxxxxx XxXxxxx; and (v) after the first date that Purchaser three (3) additional Independent Directors, who shall be Xxxx X. Xxxxxxx, Xxxx Xxxxxx and its Subsidiaries shall beneficially own, in the aggregate, less than 18% but at least 5% of the outstanding Voting Stock, Purchaser shall have the right to nominate one, but not more than one, Purchaser Director; and (vi) After the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 5% of the outstanding Voting Stock, Purchaser shall have no right to nominate any DirectorsXxxxx Xxxxxxx. (c) In Other than for the purpose of designating the LSAQ Director pursuant to Section 2.01(a) hereof, in the event that Purchaser the size of the Initial Board exceeds seven (7) Director positions, Legacy Science 37 shall have the right be entitled to designate less than six any additional Directors pursuant to subsection 3.01(b) above, in accordance with the Nominating Committee shall nominate that number of additional Independent Directors as is necessary to constitute the entire Board of Directors (as constituted at such time) and Purchaser shall cause such Purchaser Directors to resign promptly so as to permit the additional Independent Directors to be appointed or electedMerger Agreement. (d) Purchaser The Board shall have the right to designate any replacement for at all times be comprised of a Purchaser Director at the termination majority of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other causeIndependent Directors, and the Chief Executive Officer of the Company shall have the right to designate any replacement for a Management Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause. least three (e3) No individual who is an officer, director, partner or principal stockholder of any competitor of the Company or any of its Subsidiaries shall serve as a Director; provided, however, the foregoing shall not apply to officers, directors, partners or principal stockholders of Purchaser, its Affiliates or Associates. (f) The parties hereto acknowledge that no director of the Company Directors shall be deemed to be the deputy of, or otherwise be required to discharge his or her duties as a Audit Committee Qualified Directors. At least one member of the Board of Directors under the direction of, or with special attention to the interests of, any shareholder audit committee of the Company, Board shall qualify as an “audit committee financial expert,” as defined under rules and each director shall be required to discharge his or her duties to all shareholders regulations of the CompanyU.S. Securities and Exchange Commission.

Composition of the Board of Directors. (a) The Promptly upon the acceptance for payment of, and payment by Merger Subsidiary for, shares of Company Common Stock equal to at least a majority of the outstanding shares of Company Common Stock, Merger Subsidiary shall be entitled to: (i) receipt by advance notice from the Company of all (x) notice of meetings of the Board of Directors of the Company, and (y) proposed written actions to be taken by the Board of Directors of the Company in writing in lieu of a meeting of the Board of Directors of the Company, in the same form and at the same time as the Company notifies the Board of Directors of the Company of any such meeting or written action, each such notice to be delivered pursuant to the notice provisions of this Agreement; (ii) designate two representatives of Merger Subsidiary (the “Representatives”) to attend and observe each meeting, or receive copies of any written action taken in lieu thereof; provided, however, if at any such meeting the Company’s legal counsel determines that the Representatives should depart the meeting during part of the meeting in order to protect the Company’s ability to assert attorney-client privilege, the Representatives shall depart the meeting during such period as deemed appropriate by the Company’s legal counsel to protect the Company’s ability to assert attorney-client privilege; and (iii) designate up to such number of directors on the Board of Directors of the Company, rounded up to the next whole number, as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Company Common Stock directly or indirectly beneficially owned by Merger Subsidiary and Parent and the denominator of which shall be the number of shares of Company Common Stock then outstanding. Subject to applicable Law, the Company shall take any and all action requested by Merger Subsidiary which is reasonably necessary to effect any such election, including mailing to its shareholders the information statement (including the “Information Statement”) containing the information required by securing Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Merger Subsidiary shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Parent’s designees. Parent and Merger Subsidiary and their counsel shall be given an opportunity to review and comment upon the Information Statement prior to the filing thereof with the SEC. Merger Subsidiary shall be solely responsible for any information with respect to Parent, Merger Subsidiary or Merger Subsidiary’s nominees, officer, directors and affiliates required by Section 14(f) and Rule 14f-1. In furtherance thereof, the Company shall increase the size of the Board of Directors of the Company (subject to the limitations set forth in the Company Charter or the Company Bylaws or imposed by applicable Law), or use its commercially reasonable efforts to secure the resignation of persons who were Directors prior directors, or both, as is reasonably necessary to permit Merger Subsidiary’s designees to be elected to the Effective TimeBoard of Directors of the Company. The Company agrees to provide Parent and Merger Subsidiary and their counsel with copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Information Statement. (b) so In the event that promptly following Merger Subsidiary’s designees are elected to the Board of Directors of the Company, subject to the other terms of this Agreement and until the Effective Time, the Board of Directors shall consist of eleven Directors, of which (i) one Director shall be the Chief Executive Officer of the Company shall have at least two directors who are directors on the date hereof and one Director shall be another Officer neither of whom is an officer of the Company designated by nor a designee, shareholder, affiliate or associate (within the Chief Executive Officer meaning of the Company federal securities laws) of Parent or Merger Subsidiary (togetherone or more of such directors, the "Management Directors"), (ii) six Directors shall be designated by Purchaser, all of whom may be directors, officers, employees, Affiliates or Associates of Purchaser (the "Purchaser Directors"), and (iii) three Directors shall be “Independent Directors. From and after the time the Board of Directors has been reconstituted in accordance with the preceding sentence, the Board of Directors shall consist of eleven Directors, of which (i) two Directors shall be Management Directors, (ii) in accordance with subsection (b) below, six or fewer Directors shall be Purchaser Directors, and (iii) in accordance with subsection (c) below, three or more shall be Independent Directors”); provided, however, that, in such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever, to the extent permitted by the VSCA, any remaining Independent Directors shall be entitled to designate persons to fill such vacancies who shall be deemed Independent Directors for purposes of this Agreement or, if no Independent Director then remains, the other directors shall designate one person to fill one of the vacancies who shall not be a shareholder, affiliate or associate of Parent or Merger Subsidiary and such person shall be deemed to be an Independent Director for purposes of this Agreement, and Parent or Merger Subsidiary, as applicable, shall use its commercially reasonable efforts to cause its designees to designate such person. Notwithstanding anything in this Agreement to the contrary, in the event that Merger Subsidiary’s designees are elected to the Board of Directors shall be empowered in its discretion of the Company, after the acceptance for payment of shares of Company Common Stock pursuant to increase or decrease, from time the Offer and prior to timethe Effective Time, the number affirmative vote of Directors so long as (x) there shall be at least two Management Directors and three a majority of the Independent Directors, and (y) the relative percentage of Management Directors, Independent Directors and Purchaser Directors shall be maintainedrequired to (a) amend or terminate this Agreement on behalf of the Company, in all material respects(b) exercise or waive any of the Company’s rights, as in effect immediately prior to benefits or remedies hereunder, (c) extend the time for performance of Parent’s or Merger Subsidiary’s obligations hereunder, or (d) take any such increase or decrease; and, provided, further, that if other action by the Board of Directors changes of the number of Directors constituting the entire Board of DirectorsCompany under or in connection with this Agreement; provided, then the number of Directors and the percentages set forth in subsection (b) below however, that if there shall be appropriately adjustedno such directors, subject to the immediately preceding provisions. (b) Subject to subsection (a) above and subsection (c) below, the parties agree that: (i) until the first date that Purchaser and its Subsidiaries shall not beneficially own, in the aggregate, at least a majority such actions may be effected by unanimous vote of the outstanding Voting Stock, Purchaser shall have the right to designate six Purchaser Directors; (ii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than a majority but at least 36% of the outstanding Voting Stock, Purchaser shall have the right to nominate four, but not more than four, Purchaser Directors; (iii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 36% but at least 27% of the outstanding Voting Stock, Purchaser shall have the right to nominate three, but not more than three, Purchaser Directors; (iv) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 27% but at least 18% of the outstanding Voting Stock, Purchaser shall have the right to nominate two, but not more than two, Purchaser Directors; (v) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 18% but at least 5% of the outstanding Voting Stock, Purchaser shall have the right to nominate one, but not more than one, Purchaser Director; and (vi) After the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 5% of the outstanding Voting Stock, Purchaser shall have no right to nominate any Directors. (c) In the event that Purchaser shall have the right to designate less than six Directors pursuant to subsection 3.01(b) above, the Nominating Committee shall nominate that number of additional Independent Directors as is necessary to constitute the entire Board of Directors (as constituted at such time) and Purchaser shall cause such Purchaser Directors to resign promptly so as to permit the additional Independent Directors to be appointed or elected. (d) Purchaser shall have the right to designate any replacement for a Purchaser Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause, and the Chief Executive Officer of the Company shall have the right to designate any replacement for a Management Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause. (e) No individual who is an officer, director, partner or principal stockholder of any competitor of the Company or any of its Subsidiaries shall serve as a Director; provided, however, the foregoing shall not apply to officers, directors, partners or principal stockholders of Purchaser, its Affiliates or Associates. (f) The parties hereto acknowledge that no director of the Company shall be deemed to be the deputy of, or otherwise be required to discharge his or her duties as a member of the Board of Directors under the direction of, or with special attention to the interests of, any shareholder of the Company, and each director shall be required to discharge his or her duties to all shareholders of the Company.

Composition of the Board of Directors. (a) The Company shall take any and all action necessary (including by securing the resignation of persons who were Directors prior to the Effective Time) so that promptly following the Effective Time, the Board of Directors shall consist consists of eleven Directorsfive (5) directors, of which with smart appointing three (i3) one Director shall be the Chief Executive Officer of the Company directors ("smart’s directors") and one Director shall be another Officer of the Company designated by the Chief Executive Officer of the Company ECARX appointing two (together, the 2) directors ("Management ECARX’s Directors"), (ii) six Directors shall be designated by Purchaser, all of whom may be directors, officers, employees, Affiliates or Associates of Purchaser (the "Purchaser Directors"), and (iii) three Directors shall be Independent Directors. From and after the time the Board of Directors has been reconstituted in accordance with the preceding sentence, the Board of Directors shall consist of eleven Directors, of which (i) two Directors shall be Management Directors, (ii) in accordance with subsection (b) below, six or fewer Directors shall be Purchaser Directors, and (iii) in accordance with subsection (c) below, three or more shall be Independent Directors; provided, however, the Board of Directors shall be empowered in its discretion to increase or decrease, from time to time, the number of Directors so long as (x) there shall be at least two Management Directors and three Independent Directors, and (y) the relative percentage of Management Directors, Independent Directors and Purchaser Directors shall be maintained, in all material respects, as in effect immediately prior to any such increase or decrease; and, provided, further, that if the Board of Directors changes the number of Directors constituting the entire Board of Directors, then the number of Directors and the percentages set forth in subsection (b) below shall be appropriately adjusted, subject to the immediately preceding provisions. (b) Subject Each party shall appoint directors by sending notice to subsection (a) above the other party and subsection (c) below, the Company. The parties agree that: (i) until the first date that Purchaser and its Subsidiaries shall not beneficially own, vote in the aggregate, at least a majority favor of the outstanding Voting Stock, Purchaser shall have the right to designate six Purchaser Directors; (ii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than a majority but at least 36% appointment of the outstanding Voting Stock, Purchaser shall have the right to nominate four, but not more than four, Purchaser Directors; (iii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 36% but other party's directors at least 27% of the outstanding Voting Stock, Purchaser shall have the right to nominate three, but not more than three, Purchaser Directors; (iv) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 27% but at least 18% of the outstanding Voting Stock, Purchaser shall have the right to nominate two, but not more than two, Purchaser Directors; (v) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 18% but at least 5% of the outstanding Voting Stock, Purchaser shall have the right to nominate one, but not more than one, Purchaser Director; and (vi) After the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 5% of the outstanding Voting Stock, Purchaser shall have no right to nominate any Directorsa properly convened shareholders' meeting. (c) In The term of office of a director is three (3) years, and upon expiration of the event that Purchaser shall have the right to designate less than six Directors pursuant to subsection 3.01(b) aboveterm, the Nominating Committee shall nominate that number of additional Independent Directors as re-election is necessary to constitute the entire Board of Directors (as constituted at such time) and Purchaser shall cause such Purchaser Directors to resign promptly so as to permit the additional Independent Directors to be appointed or electedpossible. (d) Purchaser shall have Any party may at any time send notice to the right to designate any replacement for a Purchaser Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause, party and the Chief Executive Officer of Company to replace any director appointed by it. The party replacing its appointed director shall be responsible for paying any compensation for losses incurred by the Company shall have director or any other claims made by the right director due to designate any replacement for a Management Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other causehis replacement. (e) No individual who is an officerIf a director retires, resigns, becomes ill, loses capacity, dies, or if the appointing party replaces the director, partner or principal stockholder resulting in a vacancy on the Board of Directors, the appointing party shall appoint a successor director within thirty (30) working days after any competitor of the above events occur to complete the term of office of the director, and shall notify the other party and the Company of such changes. If the replacement or any resignation of its Subsidiaries shall serve as a Director; provided, howeversuch director results in the inability to reach the statutory number of directors on the Board of Directors, the foregoing replacement or resignation shall not apply to officers, directors, partners take effect upon the appointment of the next director or principal stockholders the appointment of Purchaser, its Affiliates or Associatesthe next director. (f) The parties hereto acknowledge that no director of Directors shall fulfill their duties prudently and diligently. (g) Directors shall not receive any remuneration or compensation from the Company for performing their duties as directors, but all reasonable expenses incurred in performing their duties as directors, including accommodation and transportation expenses for attending board meetings, shall be deemed to be the deputy of, or otherwise be required to discharge his or her duties as a member of the Board of Directors under the direction of, or with special attention to the interests of, any shareholder of the Company, and each director shall be required to discharge his or her duties to all shareholders of borne by the Company. (h) The Company shall indemnify each director for all rights claims and liabilities incurred by the directors in performing their duties as directors, provided that any act or omission of the director causing such claims and liabilities does not constitute intentional misconduct, gross negligence, or violation of criminal law. (i) At each board meeting, each director personally attending or represented by a proxy shall have one vote. The Board Chairman shall not have the right to cast a second vote or a deciding vote.

Composition of the Board of Directors. (a) The Company Promptly upon the acceptance for payment of, and payment by Merger Sub, in accordance with the Offer, for shares of Common Stock pursuant to the Offer, and from time to time thereafter as shares of Common Stock are acquired by Merger Sub, Merger Sub shall take any and all action necessary (including by securing be entitled to designate such number of directors, rounded up to the resignation of persons who were Directors next whole number, but at no time prior to the Effective TimeTime (as hereinafter defined) so that promptly following more than three fewer than the Effective Time, total number of directors on the Board of Directors shall consist of eleven Directors, of which (i) one Director shall be the Chief Executive Officer of the Company and one Director shall be another Officer Company, equal to that number of directors which equals the product of the Company designated by the Chief Executive Officer total number of the Company (together, the "Management Directors"), (ii) six Directors shall be designated by Purchaser, all of whom may be directors, officers, employees, Affiliates or Associates of Purchaser (the "Purchaser Directors"), and (iii) three Directors shall be Independent Directors. From and after the time directors on the Board of Directors has been reconstituted in accordance with (giving effect to the preceding directors elected pursuant to this sentence, ) multiplied by the Board percentage that such number of Directors shall consist shares of eleven Directors, of which (i) two Directors shall be Management Directors, (ii) in accordance with subsection (b) below, six Common Stock so accepted for payment and paid for or fewer Directors shall be Purchaser Directors, and (iii) in accordance with subsection (c) below, three otherwise acquired or more shall be Independent Directors; provided, however, the Board of Directors shall be empowered in its discretion owned by Merger Sub or Parents bears to increase or decrease, from time to time, the number of Directors shares of Common Stock outstanding. The Company shall, at such time, cause Merger Sub's designees to be so long as (x) there shall be at least two Management Directors and three Independent Directors, and (y) the relative percentage of Management Directors, Independent Directors and Purchaser Directors shall be maintained, in all material respects, as in effect immediately prior to any such increase or decrease; and, provided, further, that if the Board of Directors changes the number of Directors constituting the entire Board of Directors, then the number of Directors and the percentages set forth in subsection (b) below shall be appropriately adjusted, subject to the immediately preceding provisionselected. (b) Subject The Company's obligations to subsection (acause designees of Merger Sub to be elected or appointed to the Board of Directors of the Company shall be subject to Section 14(f) above of the Exchange Act, and subsection Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.2(b), and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. Parents and Merger Sub will supply to the Company any information with respect to any of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) below, After the parties agree that: (i) until the first date time that Purchaser and its Subsidiaries shall not beneficially own, in the aggregate, Merger Sub's designees constitute at least a majority of the outstanding Voting Stock, Purchaser shall have the right to designate six Purchaser Directors; (ii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than a majority but at least 36% of the outstanding Voting Stock, Purchaser shall have the right to nominate four, but not more than four, Purchaser Directors; (iii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 36% but at least 27% of the outstanding Voting Stock, Purchaser shall have the right to nominate three, but not more than three, Purchaser Directors; (iv) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 27% but at least 18% of the outstanding Voting Stock, Purchaser shall have the right to nominate two, but not more than two, Purchaser Directors; (v) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 18% but at least 5% of the outstanding Voting Stock, Purchaser shall have the right to nominate one, but not more than one, Purchaser Director; and (vi) After the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 5% of the outstanding Voting Stock, Purchaser shall have no right to nominate any Directors. (c) In the event that Purchaser shall have the right to designate less than six Directors pursuant to subsection 3.01(b) above, the Nominating Committee shall nominate that number of additional Independent Directors as is necessary to constitute the entire Board of Directors of the Company (as constituted at such timethe "Change in Majority Directors") and Purchaser until the Effective Time, any amendment or termination of this Agreement, extension for the performance or waiver of the obligations or other acts of Parents or Merger Sub or waiver of the Company's rights hereunder shall cause also require the approval of a majority (or such Purchaser higher percentage as is required under the bylaws of the Company) of the then serving directors, if any, who are directors as of the date hereof (the "Continuing Directors"). If the number of Continuing Directors prior to resign promptly so as the Effective Time is reduced below three for any reason, the remaining Continuing Directors or Director shall be entitled to permit the additional Independent designate persons to fill such vacancies who shall be deemed Continuing Directors to be appointed or electedfor all purposes of this Agreement. (d) Purchaser shall have Notwithstanding the right to designate any replacement for a Purchaser Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause, and the Chief Executive Officer of the Company shall have the right to designate any replacement for a Management Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause. (e) No individual who is an officer, director, partner or principal stockholder of any competitor of the Company or any of its Subsidiaries shall serve as a Director; provided, howeverforgoing, the foregoing shall not apply last two directors to officers, directors, partners or principal stockholders of Purchaser, its Affiliates or Associates. (f) The parties hereto acknowledge that no director of the Company be removed pursuant to this Section 1.2 shall be deemed to be the deputy of, or otherwise be required to discharge his or her duties as a member of the Board of Directors under the direction of, or with special attention to the interests of, any shareholder of the Company, Messrs. Olds and each director shall be required to discharge his or her duties to all shareholders of the CompanyOlsox.

Composition of the Board of Directors. (a) The Company shall take any and all action necessary (including by securing the resignation of persons who were Directors prior to From the Effective Time) so that promptly following Time until the Effective Time, the Board of Directors shall consist of eleven Directors, of which (i) one Director shall be the Chief Executive Officer third anniversary of the Company and one Director shall be another Officer of the Company designated by the Chief Executive Officer of the Company (together, the "Management Directors"), (ii) six Directors shall be designated by Purchaser, all of whom may be directors, officers, employees, Affiliates or Associates of Purchaser (the "Purchaser Directors"), and (iii) three Directors shall be Independent Directors. From and after the time the Board of Directors has been reconstituted in accordance with the preceding sentence, the Board of Directors shall consist of eleven Directors, of which (i) two Directors shall be Management Directors, (ii) in accordance with subsection (b) below, six or fewer Directors shall be Purchaser Directors, and (iii) in accordance with subsection (c) below, three or more shall be Independent Directors; provided, howeverClosing Date, the Board of Directors shall be empowered in its discretion to increase or decreasecomprised of nine (9) Directors; provided, from time to timehowever, that the size of the Board of Directors may be changed by a vote of Directors representing at least 75% of the number of Directors so long as (x) there shall be at least two Management Directors and three Independent Directors, and (y) comprising the relative percentage of Management Directors, Independent Directors and Purchaser Directors shall be maintained, in all material respects, as in effect immediately prior to any such increase or decrease; and, provided, further, that if the Board of Directors changes the number of Directors constituting the entire full Board of Directors, then the number of Directors and the percentages set forth in subsection (b) below shall be appropriately adjusted, subject to the immediately preceding provisions. (b) Subject Following the Effective Time, in accordance with Section 2.06 of the Merger Agreement, the Board of Directors shall be initially comprised of the seven individuals indentified as “Group 1 Directors” by the ZaZa Members prior to subsection the Effective Time (athe “Initial Group 1 Directors”) above and subsection the two individuals identified by Toreador prior to the Effective Time in accordance with the Merger Agreement) (the “Initial Group 2 Directors”). (c) belowExcept as otherwise provided herein, from and after the Effective Time until the third anniversary of the Closing Date, in connection with each annual meeting of the stockholders of the Company, the parties agree that: (i) until the first date that Purchaser and its Subsidiaries shall not beneficially own, in the aggregate, at least a majority of the outstanding Voting Stock, Purchaser Majority ZaZa Members shall have the right to designate six Purchaser Directors; (iicollectively and not individually) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than a majority but at least 36% of the outstanding Voting Stock, Purchaser shall have the right up to nominate four, but not more than four, Purchaser Directors; (iii) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 36% but at least 27% of the outstanding Voting Stock, Purchaser shall have the right to nominate three, but not more than three, Purchaser Directors; (iv) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 27% but at least 18% of the outstanding Voting Stock, Purchaser shall have the right to nominate two, but not more than two, Purchaser Directors; (v) after the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 18% but at least 5% of the outstanding Voting Stock, Purchaser shall have the right to nominate one, but not more than one, Purchaser Director; and (vi) After the first date that Purchaser and its Subsidiaries shall beneficially own, in the aggregate, less than 5% of the outstanding Voting Stock, Purchaser shall have no right to nominate any Directors. (c) In the event that Purchaser shall have the right to designate less than six Directors pursuant to subsection 3.01(b) above, the Nominating Committee shall nominate that number of additional individuals equal to the then-applicable Majority ZaZa Member Nominee Number for election as Directors in connection with such annual meeting; provided, however, that at all times when the Majority ZaZa Member Nominee Number is four or more, at least one of the Group 1 Directors shall qualify as an Audit Committee Independent Directors as is necessary to constitute the entire Board of Directors (as constituted at such time) and Purchaser shall cause such Purchaser Directors to resign promptly so as to permit the additional Independent Directors to be appointed or electedDirector. (d) Purchaser shall have From and after the right to designate any replacement for a Purchaser Director at Effective Time until the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause, and the Chief Executive Officer third anniversary of the Company Closing Date, the Board of Directors shall have at all times maintain a Nominating Committee (the right to designate any replacement for a Management “Nominating Committee”) comprised of one Director at the termination of such Director's term or upon such Director's death, resignation, retirement, disqualification, removal from office or other cause. (e) No individual who is an officerIndependent Director selected by a majority of all Group 1 Directors and two Directors who have been selected by a majority of all Group 2 Directors. The Nominating Committee shall be vested with the full power and authority to nominate, director, partner or principal stockholder of any competitor by a majority vote of the Company or any Nominating Committee, for election as Directors in connection with each annual meeting of its Subsidiaries shall serve as a Directorthe stockholders of the Company, (i) up to that number of individuals equal to the Nominating Committee Nominee Number; provided, however, the foregoing shall not apply to officersthat at all times, directors, partners or principal stockholders of Purchaser, its Affiliates or Associates. (f) The parties hereto acknowledge that no director at least one of the Company Group 2 Directors shall be deemed to be the deputy of, or otherwise be required to discharge his or her duties qualify as a member an Audit Committee Independent Director and (ii) that number of the Board of Directors under the direction of, or with special attention individuals equal to the interests of, any shareholder of Majority ZaZa Member Nominee Number that have been designated by the Company, and each director shall be required to discharge his or her duties to all shareholders of the CompanyMajority ZaZa Members in accordance with Section 2.01(c).