Common use of Composition of the Company Board Clause in Contracts

Composition of the Company Board. (a) Promptly upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, shares of Company Common Stock in accordance with the Offer, Merger Sub shall be entitled to designate such number of members of the Company Board, rounded up to the next whole number, equal to that number of directors which equals the product of the total number of directors on the Company Board (giving effect, if applicable, to (i) the number of newly created directorships if the size of the Company Board is increased pursuant to this Section 1.4(a) and (ii) the number of vacancies if the resignation of any directors is secured pursuant to this Section 1.4(a)) multiplied by the percentage of such number of shares of Company Common Stock then owned beneficially or of record in the aggregate by the LUKOIL Entities of the total issued and outstanding shares of Company Common Stock on a fully diluted basis; provided, however, that until the Effective Time there shall be at least two Continuing Directors serving as directors of the Company, and the LUKOIL Entities shall use their reasonable best efforts to ensure that at least two Continuing Directors serve as directors of the Company until the Effective Time. Upon the written request of Merger Sub, the Company shall, on the date of such request, either increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of its incumbent directors as is necessary to enable Merger Sub's designees to be so elected or appointed to the Company Board. The Company Board shall take no action from the time that Merger Sub has accepted for payment shares of Company Common Stock in accordance with the Offer until the Company Board has been reconstituted in accordance with this Section 1.4(a), unless otherwise directed by the Merger Sub. (b) The Company's obligations under this Section 1.4 shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.4, 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) of the Exchange Act and Rule 14f-1 promulgated thereunder. The LUKOIL Entities will supply to the Company in writing and be solely responsible for any information with respect to any of them and their nominees, officers, directors and affiliates as may be required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder and applicable rules and regulations. (c) After the time that Merger Sub's designees constitute at least a majority of the Company Board and until the Effective Time, any (i) amendment or termination of this Agreement by the Company or (ii) action by the Company with respect to amendments to the

Composition of the Company Board. (a) Promptly upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, not less than a majority of the total issued and outstanding shares of Company Common Stock in accordance with on a fully diluted basis pursuant to the Offer, Merger Sub shall be entitled to designate such number of members of the Company Board, rounded up to the next whole number, equal to that number of directors which equals the product of the total number of directors on the Company Board (giving effect, if applicable, to (i) the number of newly created directorships if the size of the Company Board is increased pursuant to this Section 1.4(a) and (ii) the number of vacancies if the resignation of any directors is secured pursuant to this Section 1.4(a)) multiplied by the percentage of that such number of shares of Company Common Stock then owned beneficially or of record in the aggregate by the LUKOIL Entities Merger Sub or Parent of the total issued and outstanding shares of Company Common Stock on a fully diluted basis; providedPROVIDED, howeverHOWEVER, that until the Effective Time there shall be at least two Continuing Directors serving as directors of the Company, Company and the LUKOIL Entities Parent and Merger Sub shall use their reasonable best efforts to ensure that at least two Continuing Directors serve as directors of the Company until the Effective Time. Upon the written request of Merger Sub, the Company shall, on the date of such request, either increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of its incumbent directors as is necessary to enable Merger Sub's designees to be so elected or appointed to the Company Board. The Company Board shall take no action from the time that Merger Sub has accepted for payment shares of Company Common Stock in accordance with the Offer until the Company Board has been reconstituted in accordance with this Section 1.4(a), unless otherwise directed by the Merger Sub. (b) The Company's obligations under this Section 1.4 shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 l4f-1 promulgated thereunder. The Company shall shall, at its sole expense, promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 l4f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.4, 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) of the Exchange Act and Rule 14f-1 promulgated thereunder. The LUKOIL Entities Parent and Merger Sub will supply to the Company in writing and be solely responsible for any information with respect to any of them and their nominees, officers, directors and affiliates as may be required by Section 14(f) of the Exchange Act and Rule 14f-1 l4f-1 promulgated thereunder and applicable rules and regulations. (c) After the time that Merger Sub's designees constitute at least a majority of the Company Board and until the Effective Time, any (i) amendment or termination of this Agreement by Agreement, (ii) amendment to the Company Organizational Documents of the Company, (iii) extension of time for the performance or waiver of the obligations or other acts of Parent or Merger Sub or waiver of the Company's rights hereunder or (iiiv) action by the Company with respect to amendments this Agreement and the transactions contemplated hereby which materially and adversely affects the interests of the stockholders of the Company, shall require, in addition to theany other affirmative vote required under the DGCL, the affirmative vote of not less than a majority of (1) the entire Company Board, which majority shall include the concurrence of a majority of the Continuing Directors or (2) to the extent permitted under the DGCL, a committee of the Company Board

Composition of the Company Board. (a) Promptly upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, not less than a majority of the outstanding shares of Company Common Stock in accordance with on a fully diluted basis pursuant to the Offer, Merger Sub shall be entitled to designate such number of members of the Company Board, rounded up to the next whole number, equal to that number of directors which equals the product of the total number of directors on the Company Board (giving effect, if applicable, effect to (i) the number of newly created directorships if the size of the Company Board is increased directors elected pursuant to this Section 1.4(asentence) and (ii) the number of vacancies if the resignation of any directors is secured pursuant to this Section 1.4(a)) multiplied multiplies by the percentage of that such number of shares of Company Common Stock then owned beneficially or of record in the aggregate by Merger Sub or Parent, upon such acceptance for payment, bears to the LUKOIL Entities number of the total issued and outstanding shares of Company Common Stock on a fully diluted basisoutstanding; provided, however, that until the Effective Time there shall be at least two Continuing Directors serving as directors of the Company, and the LUKOIL Entities shall use their reasonable best efforts to ensure that at least two Continuing Directors serve as directors of the Company until the Effective TimeDirectors. Upon the written request of Merger Sub, the Company shall, on the date of such request, (i) either increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of its incumbent directors as is necessary to enable Merger SubParent's designees to be so elected or appointed to the Company Board. The Company Board shall take no action from the time that Merger Sub has accepted for payment shares of Company Common Stock and (ii) cause Parent's designees to be so elected, in accordance each case as may be necessary to comply with the Offer until the Company Board has been reconstituted in accordance with foregoing provisions of this Section 1.4(a), unless otherwise directed by the Merger Sub. (b) The Company's obligations under this Section 1.4 obligation to cause designees of Merger Sub to be elected or appointed to tho Company's Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.4, 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) of the Exchange Act and Rule 14f-1 promulgated thereunder14f-1. The LUKOIL Entities Parent and Merger Sub will supply to the Company in writing and be solely responsible for any information with respect to any of them and their nominees, officers, directors and affiliates as may be required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder and applicable rules and regulations. (c) After the time that Merger Sub's designees constitute at least a majority of the Company Company's Board and until the Effective Time, any (i) amendment or termination of this Agreement by Agreement, (ii) amendment to the Company Organizational Documents of the Company, (iii) extension of time for the performance or waiver of the obligations or other acts of Parent or Merger Sub or waiver of the Company's rights hereunder or (iiiv) action by the Company with respect to amendments this Agreement and the transactions contemplated hereby which materially and adversely affects the interests of the stockholders of the Company, shall require the approval of a majority of the then serving directors, if any, who are directors as of the date hereof (the "CONTINUING DIRECTORS"), except to thethe extent that applicable law requires that such action be acted upon by the full Company Board, in which case such action will require the concurrence of a majority of the Company Board, which majority shall include each of the Continuing Directors. If there is more than one Continuing Director and prior to the Effective Time, the number of Continuing Directors is reduced for any reason, the remaining Continuing Director or Directors shall be entitled to designate persons to fill such vacancies who shall be deemed Continuing Directors for purposes of this Agreement. In the event there is only one Continuing Director and he or she resigns or is removed or if all Continuing Directors resign or are removed, he, she or they, as applicable, shall be entitled to designate his, her or their successors, as the case may be, each of whom shall be deemed a Continuing Director for purpose of this Agreement. The Company Board shall not delegate any matter set forth in this Section 1.4 to any committee of the Company Board.

Composition of the Company Board. (a) Promptly upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, shares not less than that number of Company Common Stock in accordance with Shares equal to the OfferMinimum Condition, Merger Sub shall be entitled to designate such number of members of the Company Board, rounded up to the next whole number, equal to that number of directors which equals the product of the total number of directors on the Company Board (giving effect, if applicable, effect to (i) the number of newly created directorships if the size of the Company Board is increased directors elected pursuant to this Section 1.4(a) and (ii) the number of vacancies if the resignation of any directors is secured pursuant to this Section 1.4(a)sentence) multiplied by the percentage of that such number of shares of Company Common Stock then Shares owned beneficially or of record in the aggregate by Merger Sub or Parent, upon such acceptance for payment, bears to the LUKOIL Entities number of the total issued and outstanding shares of Company Common Stock on a fully diluted basis; provided, however, that until the Effective Time there shall be at least two Continuing Directors serving as directors of the Company, and the LUKOIL Entities shall use their reasonable best efforts to ensure that at least two Continuing Directors serve as directors of the Company until the Effective TimeShares outstanding. Upon the written request of Merger Sub, the Company shall, on the date of such request, (i) either increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of its incumbent directors as is necessary to enable Merger SubParent's designees to be so elected or appointed to the Company Board. The Company Board shall take no action from the time that Merger Sub has accepted for payment shares of Company Common Stock and (ii) cause Parent's designees to be so elected, in accordance each case as may be necessary to comply with the Offer until the Company Board has been reconstituted in accordance with foregoing provisions of this Section 1.4(a), unless otherwise directed by the Merger Sub. (b) The Company's obligations under this Section 1.4 obligation to cause designees of Merger Sub to be elected or appointed to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder 14f-l in order to fulfill its obligations under this Section 1.4, and shall include in the Schedule 14D-9 such information with respect to the Company Merger Sub and its officers and directors designees as is required under Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The LUKOIL Entities 14f-l. Parent and Merger Sub will supply to the Company in writing and be solely responsible for any information with respect to any of them and their nomineesdesignees, officers, directors and affiliates as may be required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder 14f-l and applicable rules and regulations.applicable (c) After the time that Merger Sub's designees constitute at least a majority of the Company Board and until the Effective Time, the Company Board shall always have at least two members (the "Independent Directors") who are neither officers of Parent nor designees, shareholders or affiliates of Parent or Parent's affiliates. During such period, any (i) amendment or termination of this Agreement by Agreement, (ii) extension of time for the Company performance or waiver of the obligations or other acts of Parent or Merger Sub or waiver of the Company's rights hereunder or (iiiii) action by the Company with respect to amendments this Agreement and the transactions contemplated hereby which adversely affects the interests of the stockholders of the Company, shall require the approval of a majority of the Independent Directors in addition to theany required approval thereof by the full Company Board. Notwithstanding the foregoing, any amendment or withdrawal by the Company's Board of its recommendation of the Merger pursuant to Section 7.3(a) shall require only the approval of the Independent Directors, and no other action on the part of the Company or any other director of the Company shall be required to authorize or approve such matter. If the number of Independent Directors shall be reduced below two for any reason whatsoever, any remaining Independent Director shall be entitled to designate a person to fill the vacancy, which designee shall not be a current or former officer, affiliate of Parent or any of Parent's affiliates, or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who shall not be current or former officers, affiliates of Parent or any of Parent's affiliates, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. The Company Board shall not delegate any matter set forth in this Section 1.4(c) to any committee of the Company Board.

Composition of the Company Board. (a) Promptly upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, shares not less than that number of Company Common Stock in accordance with Shares equal to the OfferMinimum Condition, Merger Sub shall be entitled to designate such number of members of the Company Board, rounded up to the next whole number, equal to that number of directors which equals the product of the total number of directors on the Company Board (giving effect, if applicable, effect to (i) the number of newly created directorships if the size of the Company Board is increased directors elected pursuant to this Section 1.4(a) and (ii) the number of vacancies if the resignation of any directors is secured pursuant to this Section 1.4(a)sentence) multiplied by the percentage of that such number of shares of Company Common Stock then Shares owned beneficially or of record in the aggregate by Merger Sub or Parent, upon such acceptance for payment, bears to the LUKOIL Entities number of the total issued and outstanding shares of Company Common Stock on a fully diluted basis; provided, however, that until the Effective Time there shall be at least two Continuing Directors serving as directors of the Company, and the LUKOIL Entities shall use their reasonable best efforts to ensure that at least two Continuing Directors serve as directors of the Company until the Effective TimeShares outstanding. Upon the written request of Merger Sub, the Company shall, on the date of such request, (i) either increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of its incumbent directors as is necessary to enable Merger SubParent's designees to be so elected or appointed to the Company Board. The Company Board shall take no action from the time that Merger Sub has accepted for payment shares of Company Common Stock and (ii) cause Parent's designees to be so elected, in accordance each case as may be necessary to comply with the Offer until the Company Board has been reconstituted in accordance with foregoing provisions of this Section 1.4(a), unless otherwise directed by the Merger Sub. (b) The Company's obligations under this Section 1.4 obligation to cause designees of Merger Sub to be elected or appointed to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder 14f-l in order to fulfill its obligations under this Section 1.4, and shall include in the Schedule 14D-9 such information with respect to the Company Merger Sub and its officers and directors designees as is required under Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The LUKOIL Entities 14f-l. Parent and Merger Sub will supply to the Company in writing and be solely responsible for any information with respect to any of them and their nomineesdesignees, officers, directors and affiliates as may be required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder 14f-l and applicable rules and regulations. (c) After the time that Merger Sub's designees constitute at least a majority of the Company Board and until the Effective Time, any (i) amendment or termination of this Agreement by the Company or (ii) action by the Company with respect to amendments to the

Composition of the Company Board. (a) Promptly upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer and the Company Option for, shares of Company Common Stock in accordance with not less than the OfferMinimum Shares, Merger Sub shall be entitled to designate such number of members of the Company Board, rounded up to the next whole number, equal to that number of directors which equals the product of the total number of directors on the Company Board (giving effect, if applicable, effect to (i) the number of newly created directorships if the size of the Company Board is increased directors elected pursuant to this Section 1.4(a) and (ii) the number of vacancies if the resignation of any directors is secured pursuant to this Section 1.4(a)sentence) multiplied by the percentage of that such number of shares of Company Common Stock then owned beneficially or of record in the aggregate by Parent or Merger Sub, upon such acceptance for payment, bears to the LUKOIL Entities number of the total issued and outstanding shares of Company Common Stock on a fully diluted basisoutstanding; provided, however, that until the Effective Time there shall be at least two one Continuing Directors serving as directors of Director. To effect the Company, and the LUKOIL Entities shall use their reasonable best efforts to ensure that at least two Continuing Directors serve as directors of the Company until the Effective Time. Upon the written request of Merger Subforegoing, the Company shall, on the expiration date of such requestthe Offer, (i) either increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of its incumbent directors as is necessary to enable Merger Sub's Parent’s designees to be so elected or appointed to the Company Board. The Company Board shall take no action from the time that Merger Sub has accepted for payment shares of Company Common Stock , and (ii) cause Parent’s designees to be so elected, in accordance each case as may be necessary to comply with the Offer until the Company Board has been reconstituted in accordance with foregoing provisions of this Section 1.4(a), unless otherwise directed by the Merger Sub. (b) The Company's obligations under this Section 1.4 ’s obligation to cause designees of Parent to be elected or appointed to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder l4f-1 in order to fulfill its obligations under this Section 1.4, 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) of the Exchange Act and Rule 14f-1 promulgated thereunder14f-1. The LUKOIL Entities will Parent and Merger Sub shall supply to the Company in writing and be solely responsible for any information with respect to any of them and their nominees, officers, directors and affiliates as may be required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder l4f-1 and applicable rules and regulations. (c) After the time that Merger Sub's Parent’s designees constitute at least a majority of the Company Board and until the Effective Time, any (i) amendment or termination of this Agreement shall require the approval of a majority of the then serving directors, if any, who are directors as of the date hereof (the “Continuing Directors”), except to the extent that applicable law requires that such action be acted upon by the full Company or (ii) Board, in which case such action by shall require the concurrence of a majority of the Company with respect Board, which majority shall include each of the Continuing Directors. If there is more than one Continuing Director and prior to amendments the Effective Time, the number of Continuing Directors is reduced for any reason, the remaining Continuing Director or Directors shall be entitled to thedesignate persons to fill such vacancies who shall be deemed Continuing Directors for purposes of this Agreement. In the event there is only one Continuing Director and he or she resigns or is removed or if all Continuing Directors resign or are removed, he, she or they, as applicable, shall be entitled to designate his, her or their successors, as the case may be, each of whom shall be deemed a Continuing Director for purposes of this Agreement.

Composition of the Company Board. (a) Promptly upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, not less than a majority of the outstanding shares of Company Common Stock in accordance with pursuant to the Offer, Parent and Merger Sub shall be entitled to designate such number of members of the Company Board, rounded up to the next whole number, equal to that number of directors which equals the product of the total number of directors on the Company Board (giving effect, if applicable, effect to (i) the number of newly created directorships if the size of the Company Board is increased directors elected pursuant to this Section 1.4(a) and (ii) the number of vacancies if the resignation of any directors is secured pursuant to this Section 1.4(a)sentence) multiplied by the percentage of that such number of shares of Company Common Stock then owned beneficially or of record in the aggregate by Merger Sub or Parent, upon such acceptance for payment, bears to the LUKOIL Entities number of the total issued and outstanding shares of Company Common Stock on a fully diluted basis; provided, however, that until the Effective Time there shall be at least two Continuing Directors serving as directors of the Company, and the LUKOIL Entities shall use their reasonable best efforts to ensure that at least two Continuing Directors serve as directors of the Company until the Effective Timeoutstanding. Upon the written request of Parent or Merger Sub, the Company shall, on the date of such request, (i) either increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of its incumbent directors as is necessary to enable Parent's and Merger Sub's designees to be so elected or appointed to the Company Board (including by nomination and approval by the current Company Board) and (ii) cause Parent's and Merger Sub's designees to be so elected or appointed, in each case as may be necessary to comply with the foregoing provisions of this Section 1.4(a). The Company Board provisions of this Section 1.4(a) are in addition to and shall take no action from the time that not limit any rights which Parent or Merger Sub has accepted for payment shares may have as a holder or beneficial owner of Company Common Stock in accordance as a matter of applicable law with respect to the Offer until the Company Board has been reconstituted in accordance with this Section 1.4(a), unless otherwise directed by the Merger Subelection of directors or otherwise. (b) The Company's obligations under this Section 1.4 obligation to cause designees of Parent and Merger Sub to be elected or appointed to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.4, and shall include in the Schedule 14D-9 such information with respect to the Company Parent or Merger Sub and its officers and directors their designees as is required under Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder14f-1. The LUKOIL Entities Parent and Merger Sub will supply to the Company in writing and be solely responsible for any information with respect to any of them and their nomineesdesignees, officers, directors and affiliates as may be required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder and any other applicable rules and regulations. (c) After the time that Merger Sub's designees constitute at least a majority of the Company Board and until the Effective Time, the Company Board shall always have at least two (2) members (the "Independent Directors") who are neither officers of Parent nor designees, shareholders or affiliates of Parent or Parent's affiliates. During such period, any (i) amendment or termination of this Agreement by the Company or Agreement, (ii) extension of time for the performance or waiver of the obligations or other acts of Parent or Merger Sub or waiver of the Company's rights hereunder or (iii) action or inaction by the Company with respect to amendments this Agreement and the transactions contemplated hereby which adversely affects the interests of the shareholders of the Company, including the consummation of the Merger, shall require the approval of a majority of the Independent Directors in addition to theany required approval thereof by the full Company Board. If the number of Independent Directors shall be reduced below two (2) for any reason whatsoever, the remaining Independent Director shall be entitled to designate a person to fill the vacancy, which designee shall not be a current or former officer or affiliate of Parent or any of Parent's affiliates, or, if no Independent Directors then remain, the other directors shall designate two (2) persons to fill such vacancies who shall not be current or former officers or affiliates of Parent or any of Parent's affiliates, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. The Company Board shall not delegate any matter set forth in this Section 1.4(c) to any committee of the Company Board.

Composition of the Company Board. (a) Promptly upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, not less than a majority of the outstanding shares of Company Common Stock in accordance with on a fully diluted basis pursuant to the Offer, Merger Sub shall be entitled to designate such number of members of the Company Board, rounded up to the next whole number, equal to that number of directors which equals the product of the total number of directors on the Company Board (giving effect, if applicable, effect to (i) the number of newly created directorships if the size of the Company Board is increased directors elected pursuant to this Section 1.4(asentence) and (ii) the number of vacancies if the resignation of any directors is secured pursuant to this Section 1.4(a)) multiplied multiplies by the percentage of that such number of shares of Company Common Stock then owned beneficially or of record in the aggregate by Merger Sub or Parent, upon such acceptance for payment, bears to the LUKOIL Entities number of the total issued and outstanding shares of Company Common Stock on a fully diluted basisoutstanding; provided, however, that until the Effective Time there shall be at least two Continuing Directors serving as directors of the Company, and the LUKOIL Entities shall use their reasonable best efforts to ensure that at least two Continuing Directors serve as directors of the Company until the Effective TimeDirectors. Upon the written request of Merger Sub, the Company shall, on the date of such request, (i) either increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of its incumbent directors as is necessary to enable Merger SubParent's designees to be so elected or appointed to the Company Board. The Company Board shall take no action from the time that Merger Sub has accepted for payment shares of Company Common Stock and (ii) cause Parent's designees to be so elected, in accordance each case as may be necessary to comply with the Offer until the Company Board has been reconstituted in accordance with foregoing provisions of this Section 1.4(a), unless otherwise directed by the Merger Sub. (b) The Company's obligations under this Section 1.4 obligation to cause designees of Merger Sub to be elected or appointed to tho Company's Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.4, 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) of the Exchange Act and Rule 14f-1 promulgated thereunder14f-1. The LUKOIL Entities Parent and Merger Sub will supply to the Company in writing and be solely responsible for any information with respect to any of them and their nominees, officers, directors and affiliates as may be required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder and applicable rules and regulations. (c) After the time that Merger Sub's designees constitute at least a majority of the Company Company's Board and until the Effective Time, any (i) amendment or termination of this Agreement by Agreement, (ii) amendment to the Company Organizational Documents of the Company, (iii) extension of time for the performance or waiver of the obligations or other acts of Parent or Merger Sub or waiver of the Company's rights hereunder or (iiiv) action by the Company with respect to amendments this Agreement and the transactions contemplated hereby which materially and adversely affects the interests of the stockholders of the Company, shall require the approval of a majority of the then serving directors, if any, who are directors as of the date hereof (the "Continuing Directors"), except to thethe extent that applicable law requires that such action be acted upon by the full Company Board, in which case such action will require the concurrence of a majority of the Company Board, which majority shall include each of the Continuing Directors. If there is more than one Continuing Director and prior to the Effective Time, the number of Continuing Directors is reduced for any reason, the remaining Continuing Director or Directors shall be entitled to designate persons to fill such vacancies who shall be deemed Continuing Directors for purposes of this Agreement. In the event there is only one Continuing Director and he or she resigns or is removed or if all Continuing Directors resign or are removed, he, she or they, as applicable, shall be entitled to designate his, her or their successors, as the case may be, each of whom shall be deemed a Continuing Director for purpose of this Agreement. The Company Board shall not delegate any matter set forth in this Section 1.4 to any committee of the Company Board.

Composition of the Company Board. (a) Promptly Subject to Section 1.4(b) hereof, promptly upon the acceptance for payment of, and payment by Merger Sub in accordance with the Offer for, not less than a majority of the total issued and outstanding shares of the Company Common Stock in accordance with on a fully diluted basis (assuming the exercise of all outstanding Options (other than Options held by the Management Group) and any other rights to acquire shares of the Company Common Stock on the date of purchase) pursuant to the Offer, Merger Sub shall be entitled to designate such number of members of the Company Board, rounded up to the next whole number, equal to that number of directors which equals the product of the total number of directors on the Company Board (giving effect, if applicable, effect to (i) the number of newly created directorships if the size of the Company Board is increased directors elected pursuant to this Section 1.4(a) and (ii) the number of vacancies if the resignation of any directors is secured pursuant to this Section 1.4(a)sentence) multiplied by the percentage of that such number of shares of the Company Common Stock owned in the aggregate by Merger Sub or the Parent, upon such acceptance for payment, bears to the number of shares of the Company Common Stock then owned beneficially or of record in the aggregate by the LUKOIL Entities of the total issued and outstanding shares of Company Common Stock on a fully diluted basisoutstanding; providedPROVIDED, howeverHOWEVER, that until the Effective Time (as defined below) the parties hereto shall use their respective reasonable best efforts to ensure that there shall be at least two Continuing Directors serving (as directors defined below), such Continuing Directors initially to be selected by a majority of the Company, and the LUKOIL Entities shall use their reasonable best efforts to ensure that at least two Continuing Directors serve as directors of the Company until the Effective Timedate hereof. Upon the written request of Merger Sub, the Company shall, on the date of such request, (i) either increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of its incumbent directors as is necessary to enable the Merger Sub's designees to be so elected or appointed to the Company Board. The Company Board shall take no action from and (ii) cause the time that Merger Sub has accepted for payment shares of Company Common Stock Sub's designees to be so elected or appointed, in accordance each case as may be necessary to comply with the Offer until the Company Board has been reconstituted in accordance with foregoing provisions of this Section 1.4(a). At such time, unless otherwise directed the Company shall, if requested by the Merger Sub, also take all action necessary to cause Merger Sub's designees to constitute at least the same percentage (rounded up to the next whole number) as such designees represent on the Company Board of (i) each committee of the Company Board, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board of directors. (b) The Company's obligations obligation under this Section 1.4 1.4(a) to cause designees of Merger Sub to be elected or appointed to the Company Board and committees thereof shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 l4f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder l4f-1 in order to fulfill its obligations under this Section 1.4, 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) of the Exchange Act and Rule 14f-1 promulgated thereunder14f-1. The LUKOIL Entities Parent, Holdings and Merger Sub will supply to the Company in writing and be solely responsible for any information with respect to any of them and their Merger Sub's nominees, and the officers, directors and affiliates as may be of the Parent, Holdings and Merger Sub required by such Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder l4f-1 and applicable rules and regulations. (c) After the time that Merger Sub's designees constitute at least a majority of the Company Board and until the Effective Time, and notwithstanding anything in this Agreement to the contrary, any (i) amendment or termination of this Agreement by or on behalf of the Company or Company, (ii) exercise or waiver of any of the Company's rights or remedies hereunder, extension of time for the performance or waiver of any of the obligations or other acts of the Parent, Holdings or Merger Sub hereunder, (iii) consent of the Company contemplated hereby or waiver of any of the Company's rights hereunder, (iv) amendment to the Company's Organizational Documents (as defined below) or the Rights Agreement, or (v) other action by the Company in connection with respect this Agreement required to amendments be taken by the Company Board (collectively, "Board Actions"), shall require the approval of a majority of then-serving directors, if any, who are directors as of the date hereof (the "CONTINUING DIRECTORS"), except to thethe extent that applicable law requires that such action be acted upon by the full Company Board, in which case such action will require the concurrence of both a majority of the Company Board and a majority of the Continuing Directors. If a vacancy among the Continuing Directors exists, the remaining Continuing Director or Directors shall be entitled to designate persons to fill such vacancies, who shall be deemed Continuing Directors for purposes of this Agreement. In the event there is only one remaining Continuing Director and he or she resigns or is removed, or if all Continuing Directors resign or are removed, he, she or they, as applicable, shall be entitled to designate his, her or their successors, as the case may be, each of whom shall be deemed a Continuing Director for purposes of this Agreement. The Company Board shall not delegate any matter set forth in this Section 1.4 to any committee of the Company Board. (d) In addition, prior to acceptance for payment and payment by Merger Sub for shares of Company Common Stock in accordance with the Offer, any and all Board Actions (which are material to the Company's stockholders who are unaffiliated with the Parent, Holdings or Merger Sub) shall require the approval of the Special Committee, except to the extent that applicable law requires that any such action be taken by the full Company Board, in which case such actions will require the concurrence of both a majority of the full Company Board and a majority of the Special Committee.