Common use of Continuation of the Special Committee Clause in Contracts

Continuation of the Special Committee. Dimensional and Merger Sub agree that, from and after the date of this Agreement, subject to applicable Law, at all times prior to the earlier of (i) the Closing or (ii) the termination of this Agreement, they shall not authorize their designees to the Company Board to terminate the existence of the Special Committee or materially change its duties or authority or its current membership (so long as its existing members are willing to serve and have not been removed for cause). Prior to the earlier of (x) the Closing or (y) the termination of this Agreement, Dimensional and Merger Sub shall not seek to remove the members of the Special Committee from the Company Board (other than in the case of removal for cause, as determined in good faith by the Company Board) and, should all the members of the Special Committee cease to so serve, Dimensional or Merger Sub shall not restrict the Company Board from causing the election of an individual or individuals to the Company Board who constitutes an “independent” director under the applicable Nasdaq rules (or the rules of such other trading market on which the Company Common Stock is then listed or quoted) and causing the appointment of such director or directors to be a member or members of the Special Committee, as the case may be.

Continuation of the Special Committee. Dimensional AEP and Merger Sub agree that, from and after the date of this Agreement, subject to applicable Law, at all times prior to the earlier of (ix) the Closing or (iiy) the termination of this Agreement, they shall not authorize their designees to the Company Board Company’s board of directors to terminate the existence of the Special Committee or materially change its duties or authority or its current membership (so long as its existing members are willing to serve and have not been removed for cause). Prior to the earlier of (x) the Closing or (y) the termination of this Agreement, Dimensional AEP and Merger Sub shall not seek to remove the members of the Special Committee from the Company Board Company’s board of directors (other than in the case of removal for cause, as determined in good faith by the Company BoardCompany’s board of directors) and, should all the members of the Special Committee cease to so serve, Dimensional or AEP and Merger Sub shall not restrict the Company Board Company’s board of directors from causing the election of an individual or individuals to the Company Board who constitutes board of directors of the Company, each of whom is an “independent” director under the applicable Nasdaq rules (or the rules of such other trading market on which the Company Common Stock is then listed or quoted) independent director, and causing the appointment of such director or directors to be a member or members of the Special Committee, as the case may be.

Continuation of the Special Committee. Dimensional Parent and Merger Sub agree that, from and after the date of this Agreement, subject to applicable Law, at all times prior to the earlier of (ia) the Closing consummation of the Merger or (iib) the termination of this Agreement, they shall not authorize their designees to the Company Board seek to terminate the existence of the Special Committee or materially change its duties or authority or its current membership (so long as its existing members are willing to serve and have not been removed for cause). Prior to the earlier of (x) the Closing consummation of the Merger or (y) the termination of this Agreement, Dimensional Parent and Merger Sub shall not seek to remove the members of the Special Committee from the Company Board Company’s board of directors (other than in the case of removal for cause, as determined in good faith by the Company BoardCompany’s board of directors) and, should all the members of the Special Committee cease to so serve, Dimensional or Parent and Merger Sub shall not restrict the Company Board Company’s board of directors from causing the election of an individual or individuals to the Company Board who constitutes board of directors of the Company, each of whom is an “independent” director under the applicable Nasdaq rules (or the rules of such other trading market on which the Company Common Stock is then listed or quoted) independent director, and causing the appointment of such director or directors to be a member or members of the Special Committee, as the case may be.