Common use of Directors of the Company Clause in Contracts

Directors of the Company. Promptly upon the acceptance ------------------------ for payment of and payment for any Shares by Merger Subsidiary pursuant to the Offer (and, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to the product of (a) the number of directors on the Board of Directors of the Company and (b) the percentage that such number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, bears to the number of votes represented by Shares outstanding, and the Company shall at such time, subject to applicable law, cause Merger Subsidiary's designees to be so elected by its existing Board of Directors. 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 (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and 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 Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who are not Merger Subsidiary Insiders.

Directors of the Company. Promptly upon (a) Upon the acceptance ------------------------ for payment of and payment for any Shares by Merger Subsidiary pursuant to the Offer (andAcceptance Date, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give is equal to the product obtained by multiplying the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this sentence) by the percentage that the number of shares of Company Common Stock purchased and paid for by Parent or Merger SubsidiarySub pursuant to the Offer, subject plus any shares beneficially owned by Parent or its affiliates on the date of such purchase and payment, bears to compliance with Section 14(f) the total number of shares of Company Common Stock then outstanding. On the expiration of any subsequent offering period (as provided by Rule 14d-11 under the Exchange Act), representation Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of (a) obtained by multiplying the total number of directors on such Board (giving effect to the Board of Directors of directors designated by Parent pursuant to this and the Company and (bimmediately preceding sentence) by the percentage that such the number of votes represented by Shares so shares of Company Common Stock purchased and Shares otherwise held paid for by Parent or Merger Sub pursuant to the Offer (including, but not limited to, the number of shares purchased in any subsequent offering period), plus any shares beneficially owned by Parent or its Affiliates on the date of such purchase and its affiliates, if anypayment in the subsequent offering period, bears to the total number of votes represented by Shares shares of Company Common Stock then outstanding. In furtherance of the rights and obligations set forth in the immediately foregoing two sentences, and the Company shall, upon request of Parent, promptly increase the size of its Board of Directors, or it shall at secure the resignations of such timenumber of directors, subject or both, as is necessary to applicable law, cause Merger Subsidiaryenable Parent's designees to be so elected by its existing to the Company's Board of Directors. Subject and, 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 (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and 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 Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiarycause Parent's designees to be elected or appointed so elected. At such time, the Company shall, if requested by Parent, also cause directors designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Company's Board of Directors Directors. Notwithstanding the foregoing, if shares of Company Common Stock are purchased pursuant to the Company Offer, there shall have be until the Effective Time at least one (1) member who is not a Merger Subsidiary Insider. If the number two members of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 who are directors on the date hereof and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver are not employees of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who are not Merger Subsidiary Insiders.

Directors of the Company. (a) Promptly upon the acceptance ------------------------ for payment purchase of and payment for any a number of Shares that satisfies the Minimum Condition by Merger Subsidiary Sub pursuant to the Offer (andOffer, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on such Board (after giving effect to the Board of Directors of the Company and (bdirectors designated by Parent pursuant to this sentence) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, paid for bears to the total number of votes represented by Shares then outstanding. In furtherance thereof, and the Company shall at shall, upon request of Merger Sub, promptly increase the size of its Board of Directors or exercise its reasonable best efforts to secure the resignations of such timenumber of directors, subject or both, as is necessary to applicable law, cause Merger Subsidiaryenable Parent's designees to be so elected by its existing Board of Directors. 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 (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and 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 Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's Board of Directors as provided above; providedand, howeversubject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, that prior shall cause Parent's designees to be so elected or appointed. At such time, the Company shall, if requested by Parent, also cause directors designated by Parent and Merger Sub to constitute at least the same percentage (rounded up to the Effective Time (next whole number) as defined in Section 2.03) is on the Company's Board of Directors of each Board of Directors of each Subsidiary of the Company and committee of the Company's Board of Directors. Notwithstanding the foregoing, if Parent's designees are appointed or elected to the Company's Board of Directors hereunder, until the Effective Time the Company and Parent shall always use reasonable efforts to have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 who are directors on the date hereof and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors who are neither officers of the Company then in office who are not Merger Subsidiary Insidersnor designees of Parent.

Directors of the Company. Promptly (a) Immediately upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary Sub or any of its affiliates pursuant to the Offer (and, to the extent following satisfaction of the Minimum Tender Condition is waived pursuant to Section 1.01(e)Condition, the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on the such Board of Directors of the Company and (b) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, paid for bears to the total number of votes represented by Shares then outstanding, and but in no event less than a majority of the number of directors. In furtherance thereof, the Company shall at and its Board shall, after the purchase of and payment for Shares by Merger Sub or any of its affiliates pursuant to the Offer, upon request of Merger Sub, immediately increase the size of its Board of Directors, secure the resignations of such timenumber of directors or remove such number of directors, subject or any combination of the foregoing, as is necessary to applicable law, cause Merger Subsidiaryenable Purchaser's designees to be so elected by its existing to the Company's Board of Directors. Subject and shall cause Purchaser's designees to applicable law, the Company be so elected and shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by comply with Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunderthereunder in connection therewith. In the event that Merger Sub requests the resignation of directors of the Company pursuant to the immediately preceding sentence, and the Company shall make cause such mailing with the mailing directors of the Schedule 14D-9 (provided that Parent and Company to resign as may be designated by Merger Subsidiary shall have provided Sub in a writing delivered to the Company. Immediately upon the first purchase of and payment for Shares by Merger Sub or any of its affiliates pursuant to the Offer, the Company shall, if requested by Purchaser, also cause directors designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) of each committee of the Board as is on the Board. Notwithstanding the foregoing, if Shares are purchased pursuant to the Offer, the Company shall use its reasonable efforts to assure that there shall be until the Effective Time (as hereinafter defined) at least two of the members of the Board who are directors on the date hereof and are not employees of the Company (each a timely basis all information required to be included in the Information Statement with respect to Merger Subsidiary's designees"CONTINUING Director"). In connection with the foregoing, the Company will, subject addition to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary any indemnification rights pursuant to enable Merger Subsidiary's designees to be elected this Agreement or appointed to the Company's Board Certificate of Incorporation, as amended (the "CERTIFICATE OF INCORPORATION"), and Amended and Restated Bylaws (the "Bylaws"), the Continuing Directors as provided above; provided, however, a group shall be entitled to retain independent legal counsel at Company expense if and to the extent that issues are presented to them that involve a conflict of interest for Company counsel. The Company and its Board shall promptly take all actions as may be necessary to comply with their obligations under this Section 1.3(a). If at any time prior to the Effective Time (as defined there shall be in Section 2.03) office only one Continuing Director for any reason, the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate appoint a person who is not an officer or employee of the Company or any subsidiary designated by the remaining Continuing Director to fill such vacancy who is not a Merger Subsidiary Insider (and who such person shall be a director not deemed to be a Merger Subsidiary Insider Continuing Director for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 ), and if at any time prior to the Effective Time (i) any amendment or termination of this Agreement by no Continuing Directors then remain, the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office shall use their reasonable efforts to designate two persons to fill such vacancies who are not officers or employees or affiliates of the Company, its subsidiaries, Purchaser or Merger Subsidiary InsidersSub or any of their respective affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement).

Directors of the Company. Promptly (a) Immediately upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary Sub or any of its affiliates pursuant to the Offer (and, to the extent following satisfaction of the Minimum Tender Condition is waived pursuant to Section 1.01(e)Condition, the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on the such Board of Directors of the Company and (b) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, paid for bears to the total number of votes represented by Shares then outstanding. In furtherance thereof, and the Company shall at and its Board of Directors shall, after the purchase of and payment for Shares by Merger Sub or any of its affiliates pursuant to the Offer, upon request of Merger Sub, immediately increase the size of its Board of Directors, secure the resignations of such timenumber of directors, subject or any combination of the foregoing, as is necessary to applicable law, cause Merger Subsidiary's enable Purchaser’s designees to be so elected by its existing to the Company’s Board of Directors. Subject and shall cause Purchaser’s designees to applicable law, the Company be so elected and shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by comply with Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunderthereunder in connection therewith. In the event that Merger Sub requests the resignation of directors of the Company pursuant to the immediately preceding sentence, and the Company shall make cause such mailing with the mailing directors of the Schedule 14D-9 (provided that Parent and Company to resign as may be designated by Merger Subsidiary shall have provided Sub in a writing delivered to the Company on a timely basis all information required Company. Immediately upon the first purchase of and payment for Shares by Merger Sub or any of its affiliates pursuant to be included in the Information Statement with respect to Merger Subsidiary's designees). In connection with the foregoingOffer, the Company willshall, subject if requested by Purchaser, also cause directors designated by Purchaser to applicable law, promptly either increase constitute at least the size same percentage (rounded up to the next whole number) of each committee of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's ’s Board of Directors as provided aboveis on the Company’s Board of Directors. Notwithstanding the foregoing, if Shares are purchased pursuant to the Offer, the Company shall use its best efforts to assure that there shall be until the Effective Time at least two members of the Company’s Board of Directors who are directors on the date hereof and are not employees of the Company; providedeach such director (a “Continuing Director”) shall be “disinterested” as defined in Section 302A.673, howeverSubd. 1(d), of the MBCA. In addition to any indemnification rights pursuant to this Agreement or the Company’s Articles of Incorporation and Bylaws, the Continuing Directors as a group shall be entitled to retain independent legal counsel at Company expense, if and to the extent that they reasonably believe that issues are presented to them that involve a conflict of interest for Company counsel. The Company and its Board of Directors shall promptly take all actions as may be necessary to comply with their obligations under this Section 1.3(a), including all actions as may be permitted under the MBCA and the Company’s Bylaws. If at any time prior to the Effective Time (as defined there shall be in Section 2.03) office only one Continuing Director for any reason, the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number Company’s board of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate appoint a person who is not an officer or employee of the Company or any subsidiary designated by the remaining Continuing Director to fill such vacancy who is not a Merger Subsidiary Insider (and who such person shall be a director not deemed to be a Merger Subsidiary Insider Continuing Director for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 ), and if at any time prior to the Effective Time (i) any amendment or termination of this Agreement by no Continuing Directors then remain, the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office shall use their reasonable best efforts to designate two persons to fill such vacancies who are not officers or employees or affiliates of the Company, its subsidiaries, Purchaser or Merger Subsidiary InsidersSub or any of their respective affiliates and who each meet with the requirements for being considered “disinterested” under Section 302A.673 of the MBCA (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement).

Directors of the Company. Promptly (a) Immediately upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary Sub or any of its affiliates pursuant to the Offer (and, to the extent following satisfaction of the Minimum Tender Condition is waived pursuant to Section 1.01(e)Condition, the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on the such Board of Directors of the Company and (b) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, paid for bears to the total number of votes represented by Shares then outstanding, and but in no event less than a majority of the number of directors. In furtherance thereof, the Company shall at and its Board of Directors shall, after the purchase of and payment for Shares by Merger Sub or any of its affiliates pursuant to the Offer, upon request of Merger Sub, immediately increase the size of its Board of Directors, secure the resignations of such timenumber of directors or remove such number of directors, subject or any combination of the foregoing, as is necessary to applicable law, cause Merger Subsidiaryenable Purchaser's designees to be so elected by its existing to the Company's Board of Directors. Subject and shall cause Purchaser's designees to applicable law, the Company be so elected and shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by comply with Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunderthereunder in connection therewith. In the event that Merger Sub requests the resignation of directors of the Company pursuant to the immediately preceding sentence, and the Company shall make cause such mailing with the mailing directors of the Schedule 14D-9 (provided that Parent and Company to resign as may be designated by Merger Subsidiary shall have provided Sub in a writing delivered to the Company. Immediately upon the first purchase of and payment for Shares by Merger Sub or any of its affiliates pursuant to the Offer, the Company shall, if requested by Purchaser, also cause directors designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) of each committee of the Board as is on the Board. Notwithstanding the foregoing, if Shares are purchased pursuant to the Offer, the Company shall use its commercially reasonable efforts to assure that there shall be until the Effective Time (as hereinafter defined) at least two of the members of the Board who are directors on the date hereof and are not employees of the Company (each a timely basis all information required to be included in the Information Statement with respect to Merger Subsidiary's designees"Continuing Director"). In connection with addition to any indemnification rights pursuant to this Agreement or the foregoingCompany's Certificate of Incorporation, as amended (the "Certificate of Incorporation") and Bylaws, the Continuing Directors as a group shall be entitled to retain independent legal counsel at Company will, subject expense if and to applicable law, promptly either increase the size extent that issues are presented to them that involve a conflict of the interest for Company counsel. The Company and its Board of Directors of the Company and/or obtain the resignation of such number of its current directors shall promptly take all actions as is may be necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that comply with their obligations under this Section 1.3(a). If at any time prior to the Effective Time (as defined there shall be in Section 2.03) office only one Continuing Director for any reason, the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate appoint a person who is not an officer or employee of the Company or any subsidiary designated by the remaining Continuing Director to fill such vacancy who is not a Merger Subsidiary Insider (and who such person shall be a director not deemed to be a Merger Subsidiary Insider Continuing Director for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 ), and if at any time prior to the Effective Time (i) any amendment or termination of this Agreement by no Continuing Directors then remain, the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office shall use their commercially reasonable efforts to designate two persons to fill such vacancies who are not officers or employees or affiliates of the Company, its subsidiaries, Purchaser or Merger Subsidiary InsidersSub or any of their respective affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement).

Directors of the Company. (a) Promptly upon the acceptance ------------------------ for payment purchase of and payment for any Shares shares of Company Common Stock by Merger Subsidiary Sub or any of its affiliates pursuant to the Offer (andOffer, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on such Board (giving effect to the Board of Directors of the Company and (bdirectors designated by Parent pursuant to this sentence) by the percentage that such the number of votes represented by Shares shares of Company Common Stock so purchased and Shares otherwise held paid for, plus any shares beneficially owned by Parent or its affiliates on the date of such purchase and its affiliates, if anypayment, bears to the total number of votes represented by Shares shares of Company Common Stock then outstanding. In furtherance thereof, and the Company shall at shall, upon request of Parent, promptly increase the size of its Board of Directors or exercise its best efforts to secure the resignations of such timenumber of directors, subject or both, as is necessary to applicable law, cause Merger Subsidiaryenable Parent's designees to be so elected by its existing to the Company's Board of Directors. Subject and, 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 (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and 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 Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiarycause Parent's designees to be elected or appointed so elected. At such time, the Company shall, if requested by Parent, also cause directors designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Company's Board of Directors Directors. Notwithstanding the foregoing, if shares of Company Common Stock are purchased pursuant to the Company Offer, there shall have be until the Effective Time at least one (1) member who is not a Merger Subsidiary Insider. If the number two members of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 who are directors on the date hereof and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver are not employees of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who are not Merger Subsidiary Insiders.

Directors of the Company. Promptly (a) Immediately upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary Sub or any of its affiliates pursuant to the Offer (and, to the extent following satisfaction of the Minimum Tender Condition is waived pursuant to Section 1.01(e)Condition, the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on the such Board of Directors of the Company and (b) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, paid for bears to the total number of votes represented by Shares then outstanding, and but in no event less than a majority of the number of directors. In furtherance thereof, the Company shall at and its Board of Directors shall, after the purchase of and payment for Shares by Merger Sub or any of its affiliates pursuant to the Offer, upon request of Merger Sub, immediately increase the size of its Board of Directors, secure the resignations of such timenumber of directors or remove such number of directors, subject or any combination of the foregoing, as is necessary to applicable law, cause Merger Subsidiary's enable Purchaser’s designees to be so elected by its existing to the Company’s Board of Directors. Subject and shall cause Purchaser’s designees to applicable law, the Company be so elected and shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by comply with Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunderthereunder in connection therewith. In the event that Merger Sub requests the resignation of directors of the Company pursuant to the immediately preceding sentence, and the Company shall make cause such mailing with the mailing directors of the Schedule 14D-9 (provided that Parent and Company to resign as may be designated by Merger Subsidiary shall have provided Sub in a writing delivered to the Company. Immediately upon the first purchase of and payment for Shares by Merger Sub or any of its affiliates pursuant to the Offer, the Company shall, if requested by Purchaser, also cause directors designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) of each committee of the Board as is on the Board. Notwithstanding the foregoing, if Shares are purchased pursuant to the Offer, the Company shall use its commercially reasonable efforts to assure that there shall be until the Effective Time (as hereinafter defined) at least two of the members of the Board who are directors on the date hereof and are not employees of the Company (each a timely basis all information required to be included in the Information Statement with respect to Merger Subsidiary's designees“Continuing Director”). In connection with addition to any indemnification rights pursuant to this Agreement or the foregoingCompany’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and Bylaws, the Continuing Directors as a group shall be entitled to retain independent legal counsel at Company will, subject expense if and to applicable law, promptly either increase the size extent that issues are presented to them that involve a conflict of the interest for Company counsel. The Company and its Board of Directors of the Company and/or obtain the resignation of such number of its current directors shall promptly take all actions as is may be necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that comply with their obligations under this Section 1.3(a). If at any time prior to the Effective Time (as defined there shall be in Section 2.03) office only one Continuing Director for any reason, the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate appoint a person who is not an officer or employee of the Company or any subsidiary designated by the remaining Continuing Director to fill such vacancy who is not a Merger Subsidiary Insider (and who such person shall be a director not deemed to be a Merger Subsidiary Insider Continuing Director for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 ), and if at any time prior to the Effective Time (i) any amendment or termination of this Agreement by no Continuing Directors then remain, the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office shall use their commercially reasonable efforts to designate two persons to fill such vacancies who are not officers or employees or affiliates of the Company, its subsidiaries, Purchaser or Merger Subsidiary InsidersSub or any of their respective affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement).

Directors of the Company. Promptly upon (a) Upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary pursuant to the Offer and for so long thereafter as Parent and its Subsidiaries own in the aggregate more than 50% of the outstanding Shares (and, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e“Board Representation Period”), the exercise of the Option determined on a fully-diluted basis (as contemplated by defined in Section 1.01(e1.1(a)), Merger Subsidiary Parent shall be entitled to designate for appointment or election to the Company Board, upon written notice to the Company, such number of directors, rounded up to the next whole number, as is equal to the product obtained by multiplying the total number of directors on the Company Board (after giving effect to the directors designated by Parent pursuant to this sentence) by the percentage that the number of Directors Shares so owned by Parent and its Subsidiaries bears to the total number of Shares then outstanding. In furtherance thereof, the Company as will give Merger Subsidiaryshall, upon request of Parent, use its reasonable best efforts, subject to compliance with Section 14(f) applicable securities Laws and applicable rules of the Exchange ActNASDAQ Global Market (“NASDAQ”), representation to promptly cause Parent’s designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors of the Company equal to the product of (aBoard) the number of directors on the Board of Directors of the Company and (b) the percentage that such number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, bears to the number of votes represented by Shares outstanding, and the Company shall at such time, subject to applicable law, cause Merger Subsidiary's designees to be so appointed or elected by its existing Board of Directors. 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 (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and Merger Subsidiary shall have provided to the Company on a timely basis all information required Board and, in furtherance thereof, to be included in the Information Statement with respect extent necessary, use its reasonable best efforts to Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Company Board of Directors of the Company and/or or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed give effect to the Company's Board of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03) foregoing provision. During the Board Representation Period, subject to Section 1.3(c), the Company will cause individuals designated by Parent to constitute such number of Directors members of each committee of the Company Board, rounded up to the next whole number, that represents the same percentage as such individuals represent on the Company Board, other than any committee established to take action under this Agreement which committee shall always be composed only of Independent Directors. Notwithstanding the foregoing, until the Effective Time, the Company Board shall have at least two (2) members directors who are neither officers, directors, stockholders or designees directors of Merger Subsidiary the Company on the date of this Agreement and who are not officers of the Company or any of its affiliates Subsidiaries ("Merger Subsidiary Insiders") and each committee “Independent Directors”); provided for the avoidance of doubt, the director elected by the holders of the Board of Directors Series D-1 Preferred Stock, pursuant to Section A.8 of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If Series D-1 Preferred Stock Certificate of Designation may constitute an Independent Director for purposes of this Section 1.3(a); and provided, further, that if the number of directors who are not Merger Subsidiary Insiders is Independent Directors shall be reduced below two (2) for any reason prior whatsoever (or if immediately following consummation of the Offer there are not at least two (2) then-existing directors of the Company who are (A) Qualified Persons and (B) willing to the Effective Timeserve as Independent Directors), then the number of Independent Directors required hereunder shall be one (1), unless the remaining director Independent Director is able to identify a person who is not then an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a Merger Subsidiary Insider “Qualified Person”; it being understood that, for purposes of this definition, a person that would otherwise not be considered an Affiliate of the Company shall not be deemed an Affiliate of the Company solely because he or she is a director of the Company), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate a person any such Qualified Person to fill such vacancy who is not a Merger Subsidiary Insider vacancy, and who such designated Qualified Person shall be a director not deemed to be a Merger Subsidiary Insider an Independent Director for all purposes of this Agreement. Following , or if no Independent Directors then remain, the election of Merger Subsidiary's designees other directors shall be required to the Company's Board of designate two (2) Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors pursuant to this Section 1.03 and prior to the Effective Time (i) any amendment or termination for purposes of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who are not Merger Subsidiary InsidersAgreement.

Directors of the Company. Promptly upon (a) Upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary pursuant to the Offer and for so long thereafter as Parent and the Parent Subsidiaries directly or indirectly own in the aggregate more than fifty percent (and, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise 50%) of the Option as contemplated by Section 1.01(e))outstanding Shares, Merger Subsidiary Parent shall be entitled to designate for appointment or election to the Company Board, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on the Company Board of Directors of (after giving effect to the Company and (bdirectors designated by Parent pursuant to this sentence) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held owned by Parent and its affiliates, if any, the Parent Subsidiaries bears to the total number of votes represented by Shares then outstanding. In furtherance thereof, and the Company shall, upon request of Parent, promptly cause Parent’s designees (and any replacement designees in the event that any designee shall at such time, subject to applicable law, cause Merger Subsidiary's designees no longer be on the Company Board) to be so appointed or elected by its existing Board of Directors. 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 (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and Merger Subsidiary shall have provided to the Company on a timely basis all information required Board and, in furtherance thereof, to be included in the Information Statement with respect to Merger Subsidiary's designees). In connection with the foregoingextent necessary, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or Board, obtain the resignation of such number of its current directors or amend the Company Bylaws as is necessary to enable Merger Subsidiary's designees to be elected or appointed give effect to the Company's foregoing provision. At such time, the Company shall also, upon the request of Parent, cause such persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03i) the Board of Directors each committee of the Company Board, subject to compliance with applicable Law and the rules of Nasdaq, and (ii) each board of directors (or similar body) of each Company Subsidiary and each committee of each such board (or similar body). Notwithstanding the foregoing, until the Effective Time, the Company Board shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Timeare, then the remaining director or who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 and prior to the Effective Time (i) any amendment or termination of this Agreement by the Companyhave been nominated by, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who are not Merger Subsidiary Insiderson the date of this Agreement.

Directors of the Company. Promptly (a) Immediately upon the acceptance ------------------------ for payment purchase of and payment for any the Shares by Merger Subsidiary Sub or any of its Affiliates pursuant to the Offer (and, to the extent following satisfaction of the Minimum Tender Condition is waived pursuant to Section 1.01(e)Condition, the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on the such Board of Directors of the Company and (b) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, paid for bears to the total number of votes represented by Shares then outstanding, and but in no event less than a majority of the number of directors. In furtherance thereof, the Company shall at and its Board shall, after the purchase of and payment for Shares by Merger Sub or any of its Affiliates pursuant to the Offer, upon request of Merger Sub, immediately increase the size of its Board of Directors, secure the resignations of such timenumber of directors or remove such number of directors, subject or any combination of the foregoing, as is necessary to applicable law, cause Merger Subsidiary's enable Purchaser’s designees to be so elected by its existing to the Company’s Board of Directors. Subject and shall cause Purchaser’s designees to applicable law, the Company be so elected and shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by comply with Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunderthereunder in connection therewith. In the event that Merger Sub requests the resignation of directors of the Company pursuant to the immediately preceding sentence, and the Company shall make cause such mailing with the mailing directors of the Schedule 14D-9 (provided that Parent and Company to resign as may be designated by Merger Subsidiary shall have provided Sub in a writing delivered to the Company. Immediately upon the first purchase of and payment for Shares by Merger Sub or any of its Affiliates pursuant to the Offer, the Company shall, if requested by Purchaser, also cause directors designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) of each committee of the Board as is on the Board. Notwithstanding the foregoing, if Shares are purchased pursuant to the Offer, the Company shall use its reasonable efforts to assure that there shall be on the Board, until the Effective Time (as hereinafter defined), at least two of the members of the Board who are directors on the date hereof and are not employees of the Company (each a timely basis all information required to be included in the Information Statement with respect to Merger Subsidiary's designees“Continuing Director”). In connection with addition to any indemnification rights pursuant to this Agreement or the foregoingCompany’s Restated Articles of Organization, as amended (the “Articles of Organization”), and Bylaws (the “Bylaws”), the Continuing Directors as a group shall be entitled to retain independent legal counsel at Company will, subject expense if and to applicable law, the extent that issues are presented to them that involve a conflict of interest for Company counsel. The Company and its Board shall promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors take all actions as is may be necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that comply with their obligations under this Section 1.3(a). If at any time prior to the Effective Time (as defined there shall be in Section 2.03) office only one Continuing Director for any reason, the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate appoint a person who is not an officer or employee of the Company or any Subsidiary designated by the remaining Continuing Director to fill such vacancy who is not a Merger Subsidiary Insider (and who such person shall be a director not deemed to be a Merger Subsidiary Insider Continuing Director for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 ), and if at any time prior to the Effective Time (i) any amendment or termination of this Agreement by no Continuing Directors then remain, the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office shall use their reasonable efforts to designate two persons to fill such vacancies who are not officers or employees or Affiliates of the Company, its Subsidiaries, Purchaser or Merger Subsidiary InsidersSub or any of their respective Affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement).

Directors of the Company. (a) Promptly upon following the acceptance ------------------------ for payment purchase of and payment for any Shares shares of Company Common Stock by Merger Subsidiary Purchaser pursuant to the Offer (andOffer, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Purchaser shall be entitled to designate such number of directors, rounded up down to the next nearest whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, Purchaser representation on the Board of Directors of the Company equal to the product of (a) the total number of directors on the Board (giving effect to any increase in the number of Directors of the Company directors pursuant to this Section 7.07(a)) and (b) the percentage that such the aggregate number of votes represented shares of Company Common Stock beneficially owned by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, Purchaser bears to the total number of votes represented by Shares outstandingshares of Company Common Stock then outstanding (on a fully diluted basis); provided, however, that Purchaser shall be entitled to designate a number of directors equal to or greater than 50% of the total number of directors only if Purchaser purchases 90% or more of the outstanding shares of Company Common Stock pursuant to the Offer. The Company and the Company shall its Board of Directors shall, at such time, subject take such action as may be necessary to applicable law, cause Merger SubsidiaryPurchaser's designees to be so appointed or elected by its existing Board of Directors. 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 (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and 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 Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's Board of Directors Directors, with Purchaser's designees being allocated as provided above; providedevenly as possible among the classes of directors. Notwithstanding the foregoing, however, in the event that prior Purchaser's designees are to the Effective Time (as defined in Section 2.03) be appointed or elected to the Board of Directors of Directors, until the Company shall always have at least two (2) members who are neither officersEffective Time, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the such Board of Directors of the Company shall have at least one three directors who are directors on the date of this Agreement and who are not officers of the Company (1) member who is not a Merger Subsidiary Insider. If the "Independent Directors"), provided that, in such event, if the number of directors who are not Merger Subsidiary Insiders is Independent Directors shall be reduced below two (2) three for any reason prior to the Effective Timewhatsoever, then the any remaining director who is not a Merger Subsidiary Insider Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to designate a person persons to fill such vacancy who is not a Merger Subsidiary Insider and vacancies who shall be a director not deemed to be a Merger Subsidiary Insider Independent Directors for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence An affirmative vote of a majority of the directors of Independent Directors shall be obtained prior to the Company then in office who are not Merger Subsidiary Insidersentering into any material transaction with Parent, Purchaser or any affiliate thereof.

Directors of the Company. Promptly (a) Immediately upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary Sub or any of its affiliates pursuant to the Offer (andOffer, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on the such Board of Directors of the Company and (b) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, paid for bears to the total number of votes represented by Shares then outstanding. In furtherance thereof, and the Company shall at and its Board of Directors shall, after the purchase of and payment for Shares by Merger Sub or any of its affiliates pursuant to the Offer, upon request of Merger Sub, immediately increase the size of its Board of Directors, secure the resignations of such timenumber of directors or remove such number of directors, subject or any combination of the foregoing, as is necessary to applicable law, cause Merger Subsidiary's enable Purchaser’s designees to be so elected by its existing to the Company’s Board of Directors. Subject and shall cause Purchaser’s designees to applicable law, the Company be so elected and shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by comply with Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunderthereunder in connection therewith. In the event that Merger Sub requests the resignation of directors of the Company pursuant to the immediately preceding sentence, and the Company shall make cause such mailing with the mailing of the Schedule 14D-9 (provided that Parent and 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 Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors directors of the Company and/or obtain the resignation of such number of its current directors to resign as is necessary to enable may be designated by Merger Subsidiary's designees to be elected or appointed Sub in a writing delivered to the Company's Board . Immediately upon the first purchase of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of and payment for Shares by Merger Subsidiary Sub or any of its affiliates pursuant to the Offer, the Company shall, if requested by Purchaser, also cause directors designated by Purchaser to constitute at least the same percentage ("Merger Subsidiary Insiders"rounded up to the next whole number) and of each committee of the Company’s Board of Directors as is on the Company’s Board of Directors. Notwithstanding the foregoing, if Shares are purchased pursuant to the Offer, there shall be until the Effective Time at least two members of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's ’s Board of Directors pursuant to this Section 1.03 who are directors on the date hereof and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver are not employees of the Company's rights hereunder shall; each such director shall both be “disinterested” as defined in Section 302A.673, in any such caseSubd. 1(d), require the concurrence of a majority of the directors MBCA. The Company and its Board of Directors shall promptly take all actions as may be necessary to comply with their obligations under this Section 1.3(a), including all actions as may be permitted under the Company then in office who are not Merger Subsidiary InsidersMBCA and the Company’s Bylaws.

Directors of the Company. (a) Promptly upon the acceptance ------------------------ for payment purchase of and payment for any Shares shares of Company Common Stock by Merger Subsidiary Sub or any of its affiliates pursuant to the Offer (andOffer, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this sentence) by the percentage that the number of shares of Company Common Stock so purchased and paid for, plus any shares of Company Common Stock beneficially owned by Parent or its affiliates, including pursuant to the Voting Agreement, on the date of such purchase and payment bears to the total number of shares of Company Common Stock then outstanding. In furtherance thereof, the Company shall, upon request of Parent, promptly increase the size of its Board of Directors or secure the resignations of the Company and (b) the percentage that such number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliatesdirectors, if anyor both, bears as is necessary to the number of votes represented by Shares outstanding, and the Company shall at such time, subject to applicable law, cause Merger Subsidiaryenable Parent's designees to be so elected by its existing to the Company's Board of Directors. Subject and, 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 (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and 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 Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiarycause Parent's designees to be elected or appointed so elected. At such time, the Company shall, if requested by Parent, also cause directors designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Company's Board of Directors Directors. Notwithstanding the foregoing, if shares of Company Common Stock are purchased pursuant to the Company Offer, there shall have be until the Effective Time at least one (1) member who is not a Merger Subsidiary Insider. If the number two members of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 who are directors on the date hereof and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors are not employees of the Company then in office who are not Merger Subsidiary Insidersnor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (such directors, the "INDEPENDENT DIRECTORS") and if no Independent Directors remain, the other directors shall designate two persons to fill the vacancies neither of whom shall be either an employee of the Company or a designee, stockholder, affiliate or associate of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement.

Directors of the Company. Promptly (a) Immediately upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary Parent, Purchaser, Xxxxxxxx or any of their affiliates pursuant to the Offer (and, to the extent following satisfaction of the Minimum Tender Condition is waived pursuant to Section 1.01(e)Condition, the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Purchaser shall be entitled to designate such total number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on the such Board of Directors of the Company and (b) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, paid for bears to the total number of votes represented by Shares then outstanding, and but in no event less than a majority of the number of directors. In furtherance thereof, the Company shall and its Board of Directors shall, after the purchase of and payment for Shares by Purchaser or any of its affiliates pursuant to the Offer, upon request of Purchaser, immediately increase the size of its Board of Directors, or at the Company’s election secure the resignations of such timenumber of directors or remove such number of directors or any combination of the foregoing, subject as is necessary to applicable law, cause Merger Subsidiary's enable Purchaser’s designees to be so elected by its existing to the Company’s Board of Directors. Subject and shall cause Purchaser’s designees to applicable law, the Company be so elected and shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by comply with Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunder in connection therewith. Immediately upon the first purchase of and payment for Shares by Purchaser or any of its affiliates pursuant to the Offer, the Company shall, if requested by Purchaser, also cause directors designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) of each committee of the Board as is on the Board. Notwithstanding the foregoing, if Shares are purchased pursuant to the Offer, the Company shall use its best efforts to assure that there shall be until the Effective Time (as hereinafter defined) at least two of the members of the Board who are directors on the date hereof and are not employees of the Company (each a “Continuing Director”). In addition to any indemnification rights pursuant to this Agreement or the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and Bylaws, the Continuing Directors as a group shall be entitled to retain independent legal counsel at Company expense if and to the extent that issues are presented to them that involve a conflict of interest for Company counsel. The Company and its Board of Directors shall promptly take all actions as may be necessary to comply with their obligations under this Section 1.3(a). If at any time prior to the Effective Time there shall be in office only one Continuing Director for any reason, the Board shall be entitled to appoint a person who is not an officer or employee of the Company or any subsidiary designated by the remaining Continuing Director to fill such vacancy (and such person shall be deemed to be a Continuing Director for all purposes of this Agreement), and if at any time prior to the Effective Time no Continuing Directors then remain, the other directors of the Company then in office shall use their best efforts to designate two persons to fill such vacancies who are not officers or employees or affiliates of the Company, its subsidiaries, or Parent, Xxxxxxxx, Holdco or Purchaser or any of their respective affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement). The Company’s obligations under this Section 1.3 shall be subject to (i) 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 Parent and Merger Subsidiary shall have provided ii) Purchaser providing to the Company on a timely basis all information required to be included in the Information Statement information statement thereunder with respect to Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's Purchaser’s designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) compliance with any waiver director independence or other qualifications required by applicable law or the non-prosecution agreement dated September 28, 2004 between the United States Attorney’s Office for the Eastern District of New York and the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who are not Merger Subsidiary Insiders.

Directors of the Company. Promptly (a) Effective upon the acceptance ------------------------ of Company Shares for payment by Parent or any of and payment for any Shares by Merger Subsidiary its affiliates pursuant to the Offer (andOffer, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to the product of (a) the number of directors on the Board of Directors of the Company and as is equal to the product (brounded up to the next whole number) obtained by multiplying the total number of directors on such Board at that time by the percentage that the number of Company Shares then Beneficially Owned by Parent (including such Company Shares so accepted) bears to the total number of Company Shares then outstanding. In furtherance thereof, the Company and its Board of Directors shall, after the acceptance of such Company Shares by Parent or any of its affiliates pursuant to the Offer, upon written request of Parent, immediately increase the size of its Board of Directors or secure the resignations of such number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, bears incumbent directors or remove such number of incumbent directors (to the number extent permitted by applicable Law), or any combination of votes represented by Shares outstandingthe foregoing, and the Company shall at such time, subject as is necessary to applicable law, cause Merger Subsidiaryenable Parent's designees to be so elected by its existing Board of Directors. Subject appointed 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 (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and 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 Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiaryand shall cause Parent's designees to be elected so appointed. Effective upon the acceptance of Company Shares by Parent or appointed any of its affiliates pursuant to the Offer, the Company shall, if requested by Parent, also cause directors designated by Parent to constitute at least the same percentage (rounded up to the next whole number) of each committee of the Company's Board of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to on the Company's Board of Directors pursuant to this Section 1.03 and prior after giving effect to the Effective Time (i) any amendment or termination of this Agreement by foregoing changes to the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver composition of the Company's rights hereunder shallBoard of Directors. Notwithstanding the foregoing, in any such case, require there shall be until the concurrence of a majority Effective Time at least two members of the Company's Board of Directors who are directors of the Company then in office who are not Merger Subsidiary Insidersprior to consummation of the Offer (each, a "Continuing Director"). The Company and its Board of Directors shall promptly take all legally available actions as may be necessary to comply with their obligations under this Section 2.3(a), including all actions as may be permitted under the URBCA and the Company's Articles of Incorporation and Bylaws.

Directors of the Company. Promptly (a) Immediately upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary Sub or any of its affiliates pursuant to the Offer (and, to the extent following satisfaction of the Minimum Tender Condition is waived pursuant to Section 1.01(e)Condition, the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on the such Board of Directors of the Company and (b) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, paid for bears to the total number of votes represented by Shares then outstanding, and but in no event less than a majority of the number of directors. In furtherance thereof, the Company shall at and its Board of Directors shall, after the purchase of and payment for Shares by Merger Sub or any of its affiliates pursuant to the Offer, upon request of Merger Sub, immediately increase the size of its Board of Directors, secure the resignations of such timenumber of directors or remove such number of directors, subject or any combination of the foregoing, as is necessary to applicable law, cause Merger Subsidiaryenable Purchaser's designees to be so elected by its existing to the Company's Board of Directors. Subject and shall cause Purchaser's designees to applicable law, the Company be so elected and shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by comply with Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunderthereunder in connection therewith. In the event that Merger Sub requests the resignation of directors of the Company pursuant to the immediately preceding sentence, and the Company shall make cause such mailing with the mailing directors of the Schedule 14D-9 (provided that Parent and Company to resign as may be designated by Merger Subsidiary shall have provided Sub in a writing delivered to the Company. Immediately upon the first purchase of and payment for Shares by Merger Sub or any of its affiliates pursuant to the Offer, the Company shall, if requested by Purchaser, also cause directors designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) of each committee of the Board as is on the Board. Notwithstanding the foregoing, if Shares are purchased pursuant to the Offer, the Company shall use its commercially reasonable efforts to assure that there shall be until the Effective Time (as hereinafter defined) at least two of the members of the Board who are directors on the date hereof and are not employees of the Company (each a timely basis all information required to be included in the Information Statement with respect to Merger Subsidiary's designees"CONTINUING DIRECTOR"). In connection with addition to any indemnification rights pursuant to this Agreement or the foregoingCompany's Certificate of Incorporation, as amended (the "CERTIFICATE OF INCORPORATION") and Bylaws, the Continuing Directors as a group shall be entitled to retain independent legal counsel at Company will, subject expense if and to applicable law, promptly either increase the size extent that issues are presented to them that involve a conflict of the interest for Company counsel. The Company and its Board of Directors of the Company and/or obtain the resignation of such number of its current directors shall promptly take all actions as is may be necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that comply with their obligations under this Section 1.3(a). If at any time prior to the Effective Time (as defined there shall be in Section 2.03) office only one Continuing Director for any reason, the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate appoint a person who is not an officer or employee of the Company or any subsidiary designated by the remaining Continuing Director to fill such vacancy who is not a Merger Subsidiary Insider (and who such person shall be a director not deemed to be a Merger Subsidiary Insider Continuing Director for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 ), and if at any time prior to the Effective Time (i) any amendment or termination of this Agreement by no Continuing Directors then remain, the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office shall use their commercially reasonable efforts to designate two persons to fill such vacancies who are not officers or employees or affiliates of the Company, its subsidiaries, Purchaser or Merger Subsidiary InsidersSub or any of their respective affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement).

Directors of the Company. Promptly upon (a) Upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary pursuant to the Offer (and, to and for so long thereafter as Parent and its Subsidiaries own in the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise aggregate more than 50% of the Option as contemplated by Section 1.01(e))outstanding Shares, Merger Subsidiary Parent shall be entitled to designate for appointment or election to the Company's Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on the such Board of Directors of the Company and (b) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held owned by Parent and its affiliates, if any, Subsidiaries bears to the total number of votes represented by Shares then outstanding. In furtherance thereof, and the Company shall at such timeshall, subject to applicable lawupon request of Parent, promptly cause Merger SubsidiaryParent's designees (and any replacement designees in the event that any designee shall no longer be on such Board of Directors) to be so appointed or elected by its existing to the Company's Board of Directors. Subject to applicable lawDirectors and, the Company shall take all action requested by Parent necessary to effect any such electionin furtherance thereof, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and 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 Merger Subsidiary's designees). In connection with the foregoingextent necessary, the Company will, subject to applicable law, promptly either increase the size of the such Board of Directors of the Company and/or or use its reasonable best efforts to obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees give effect to be elected or appointed the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable best efforts to cause such persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors as provided above; provided, however, that prior to of (i) each committee of the Effective Time (as defined in Section 2.03) the Company's Board of Directors subject to compliance with applicable securities laws and (ii) each board of directors (or similar body) of each Subsidiary of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of each such board (or similar body). Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least one (1) member director who is a director of the Company on the date of this Agreement and who is not a Merger Subsidiary Insider. If an officer of the number Company or any of directors who are not Merger Subsidiary Insiders is reduced below two its Subsidiaries (2) for any reason prior the "Independent Director"); provided, however, that notwithstanding the foregoing, in no event shall the requirement to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiaryhave at least one Independent Director result in Parent's designees to constituting less than a majority of the directors on the Company's Board of Directors pursuant unless Parent shall have failed to this Section 1.03 and prior designate a sufficient number of persons to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of constitute at least a majority of the directors of the Company then in office who are not Merger Subsidiary Insidersmajority.

Directors of the Company. Promptly (a) Immediately upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary Sub or any of its affiliates pursuant to the Offer (andOffer, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on the such Board of Directors of the Company and (b) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, paid for bears to the total number of votes represented by Shares then outstanding. In furtherance thereof, and the Company shall at and its Board of Directors shall, after the purchase of and payment for Shares by Merger Sub or any of its affiliates pursuant to the Offer, upon request of Merger Sub, immediately increase the size of its Board of Directors, secure the resignations of such timenumber of directors or remove such number of directors, subject or any combination of the foregoing, as is necessary to applicable law, cause Merger Subsidiaryenable Purchaser's designees to be so elected by its existing to the Company's Board of Directors. Subject and shall cause Purchaser's designees to applicable law, the Company be so elected and shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by comply with Section 14(f) of the Exchange Act and Rule 14(f)-1 14f- 1 promulgated thereunderthereunder in connection therewith. In the event that Merger Sub requests the resignation of directors of the Company pursuant to the immediately preceding sentence, and the Company shall make cause such mailing with the mailing directors of the Schedule 14D-9 (provided that Parent and Company to resign as may be designated by Merger Subsidiary shall have provided Sub in a writing delivered to the Company on a timely basis all information required Company. Immediately upon the first purchase of and payment for Shares by Merger Sub or any of its affiliates pursuant to be included in the Information Statement with respect to Merger Subsidiary's designees). In connection with the foregoingOffer, the Company willshall, subject if requested by Purchaser, also cause directors designated by Purchaser to applicable law, promptly either increase constitute at least the size same percentage (rounded up to the next whole number) of the Board each committee of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's Board of Directors as provided above; providedis on the Company's Board of Directors. Notwithstanding the foregoing, howeverif Shares are purchased pursuant to the Offer, that prior to there shall be until the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 who are directors on the date hereof and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver are not employees of the Company's rights hereunder shall, ; each such director shall both be "disinterested" as defined in any such case, require the concurrence of a majority Section 302A.673 Subd. 1(d) of the directors MBCA. The Company and its Board of Directors shall promptly take all actions as may be necessary to comply with their obligations under this Section 1.3(a), including all actions as may be permitted under the Company then in office who are not Merger Subsidiary InsidersMBCA and the Company's Bylaws.

Directors of the Company. Promptly (i) Immediately upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary Sub or any of its Affiliates pursuant to the Offer (and, to the extent following satisfaction of the Minimum Tender Condition is waived pursuant to Section 1.01(e)Condition, the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on the such Board of Directors of the Company and (b) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, paid for bears to the total number of votes represented by Shares then outstanding, and but in no event less than a majority of the number of directors. In furtherance thereof, the Company shall at and its Board of Directors shall, after the purchase of and payment for Shares by Merger Sub or any of its Affiliates pursuant to the Offer, upon request of Merger Sub, immediately increase the size of its Board of Directors, secure the resignations of such timenumber of directors or remove such number of directors, subject or any combination of the foregoing as is necessary to applicable law, cause Merger Subsidiaryenable Purchaser's designees to be so elected by its existing Board of Directors. Subject to applicable lawthe Company's Board, the Company and shall take all action requested by Parent necessary cause Purchaser's designees to effect any such election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by be so elected and shall comply with Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunderthereunder in connection therewith. In the event that Merger Sub requests the resignation of directors of the Company pursuant to the immediately preceding sentence, and the Company shall make request such mailing with the mailing directors of the Schedule 14D-9 (provided that Parent and Company to resign as may be designated by Merger Subsidiary shall have provided Sub in a writing delivered to the Company. Immediately upon the first purchase of and payment for Shares by Merger Sub or any of its Affiliates pursuant to the Offer, the Company shall, if requested by Purchaser, also cause directors designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) of each committee of the Board as is on a timely basis all information required to be included in the Information Statement with respect to Merger Subsidiary's designees)Board. In connection with Notwithstanding the foregoing, if Shares are purchased pursuant to the Offer, the Company willshall use its commercially reasonable efforts to assure that there shall be until the Effective Time (as hereinafter defined) at least two Continuing Directors. In addition to any indemnification rights pursuant to this Agreement or the Company's Articles of Incorporation, subject as amended, and Bylaws, the Continuing Directors as a group shall be entitled to applicable law, promptly either increase retain independent legal counsel at Company expense if and to the size extent that issues are presented to them that involve a conflict of the interest for Company counsel. The Company and its Board of Directors of the Company and/or obtain the resignation of such number of its current directors shall promptly take all actions as is may be necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that comply with their obligations under this Section 1.3(a). If at any time prior to the Effective Time (as defined there shall be in Section 2.03) office only one Continuing Director for any reason, the Board of Directors shall be entitled to appoint a person who is not an officer or employee of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then Subsidiaries designated by the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person Continuing Director to fill such vacancy who is not a Merger Subsidiary Insider (and who such person shall be a director not deemed to be a Merger Subsidiary Insider Continuing Director for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 ), and if at any time prior to the Effective Time (i) any amendment or termination of this Agreement by no Continuing Directors then remain, the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office shall use their commercially reasonable efforts to designate two persons to fill such vacancies who are not officers or employees or Affiliates of the Company, its Subsidiaries, Purchaser or Merger Subsidiary InsidersSub or any of their respective Affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement).

Directors of the Company. Promptly (a) Immediately upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary Sub or any of its Affiliates pursuant to the Offer (and, to the extent following satisfaction of the Minimum Tender Condition is waived pursuant to Section 1.01(e)Condition, the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on the such Board of Directors of the Company and (b) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, paid for bears to the total number of votes represented by Shares then outstanding, and but in no event less than a majority of the number of directors. In furtherance thereof, the Company shall at and its Board of Directors shall, after the purchase of and payment for Shares by Merger Sub or any of its Affiliates pursuant to the Offer, upon request of Merger Sub, immediately increase the size of its Board of Directors, secure the resignations of such timenumber of directors or remove such number of directors, subject or any combination of the foregoing as is necessary to applicable law, cause Merger Subsidiary's enable Purchaser’s designees to be so elected by its existing Board of Directors. Subject to applicable lawthe Company’s Board, the Company and shall take all action requested by Parent necessary cause Purchaser’s designees to effect any such election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by be so elected and shall comply with Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunderthereunder in connection therewith. In the event that Merger Sub requests the resignation of directors of the Company pursuant to the immediately preceding sentence, and the Company shall make request such mailing with the mailing directors of the Schedule 14D-9 (provided that Parent and Company to resign as may be designated by Merger Subsidiary shall have provided Sub in a writing delivered to the Company. Immediately upon the first purchase of and payment for Shares by Merger Sub or any of its Affiliates pursuant to the Offer, the Company shall, if requested by Purchaser, also cause directors designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) of each committee of the Board as is on a timely basis all information required to be included in the Information Statement with respect to Merger Subsidiary's designees)Board. In connection with Notwithstanding the foregoing, if Shares are purchased pursuant to the Offer, the Company willshall use its commercially reasonable Table of Contents efforts to assure that there shall be until the Effective Time (as hereinafter defined) at least two Continuing Directors. In addition to any indemnification rights pursuant to this Agreement or the Company’s Articles of Incorporation, subject as amended, and Bylaws, the Continuing Directors as a group shall be entitled to applicable law, promptly either increase retain independent legal counsel at Company expense if and to the size extent that issues are presented to them that involve a conflict of the interest for Company counsel. The Company and its Board of Directors of the Company and/or obtain the resignation of such number of its current directors shall promptly take all actions as is may be necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that comply with their obligations under this Section 1.3(a). If at any time prior to the Effective Time (as defined there shall be in Section 2.03) office only one Continuing Director for any reason, the Board of Directors shall be entitled to appoint a person who is not an officer or employee of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then Subsidiaries designated by the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person Continuing Director to fill such vacancy who is not a Merger Subsidiary Insider (and who such person shall be a director not deemed to be a Merger Subsidiary Insider Continuing Director for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 ), and if at any time prior to the Effective Time (i) any amendment or termination of this Agreement by no Continuing Directors then remain, the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office shall use their commercially reasonable efforts to designate two persons to fill such vacancies who are not officers or employees or Affiliates of the Company, its Subsidiaries, Purchaser or Merger Subsidiary InsidersSub or any of their respective Affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement).

Directors of the Company. Promptly (a) Effective upon the acceptance ------------------------ of Shares for payment of and payment for any Shares by Merger Subsidiary pursuant to the Offer (and, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e"Appointment Time"), the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to the product of (a) the number of directors on the Board of Directors of the Company and as is equal to the product (brounded up to the next whole number) obtained by multiplying the total number of directors on such Board at that time by the percentage that the number of Shares then beneficially owned by Parent (including such Shares so accepted) bears to the total number of Shares then outstanding. In furtherance thereof, the Company and its Board of Directors shall, after the acceptance of such Shares by Parent or any of its affiliates pursuant to the Offer, upon request of Parent, immediately increase the size of its Board of Directors or secure the resignations of such number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, bears to the incumbent directors or remove such number of votes represented by Shares outstandingincumbent directors, and or any combination of the Company shall at such timeforegoing, subject as is necessary to applicable law, cause Merger Subsidiaryenable Parent's designees to be so elected by its existing Board of Directors. Subject appointed 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 (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and 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 Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiaryand shall cause Parent's designees to be elected so appointed. Effective upon the acceptance of Shares by Parent or appointed any of its affiliates pursuant to the Offer, the Company shall, if requested by Parent, also cause directors designated by Parent to constitute at least the same percentage (rounded up to the next whole number) of each committee of the Company's Board of Directors as provided above; providedis on the Company's Board of Directors after giving effect to the foregoing changes to the composition of the Company's Board of Directors. Notwithstanding the foregoing, however, that prior to there shall be until the Effective Time (as defined in Section 2.03below) at least two members of the Company's Board of Directors who are directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee prior to consummation of the Board of Directors of the Company shall have at least one Offer (1) member who is not each, a Merger Subsidiary Insider. If "Continuing Director"), provided that, in such event, if the number of directors who are not Merger Subsidiary Insiders is Continuing Directors shall be reduced below two (2) for any reason prior to the Effective Timewhatsoever, then the remaining director who is not a Merger Subsidiary Insider Continuing Director shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider Continuing Director for all purposes of this Agreement or, if no Continuing Directors then remain, the other directors shall designate two persons to fill such vacancies who shall not be officers or affiliates of the Company, or officers or affiliates of Parent or any of its subsidiaries, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who are not Merger Subsidiary Insiders.

Directors of the Company. Promptly (a) Subject to compliance with applicable law, promptly upon the acceptance ------------------------ for payment purchase of and payment for any a number of Shares that satisfies the Minimum Condition by the Merger Subsidiary Sub pursuant to the Offer (and, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e)Offer, the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on such Board (after giving effect to the Board of Directors of directors designated by the Company and (bParent pursuant to this sentence) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, paid for bears to the total number of votes represented by Shares then outstanding. In furtherance thereof, and the Company shall at shall, upon request of the Merger Sub, promptly increase the size of its Board of Directors or exercise its reasonable commercial efforts to secure the resignations of such timenumber of directors, subject or both, as is necessary to applicable law, cause Merger Subsidiaryenable the Parent's designees to be so elected by its existing Board of Directors. 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 (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and 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 Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's Board of Directors and, subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, shall cause the Parent's designees to be so elected or appointed. At such time, the Company shall, if requested by the Parent, also cause directors designated by the Parent and the Merger Sub to constitute at least the same percentage (rounded up to the next whole number) as provided aboveis on the Company's Board of Directors of each Board of Directors of each Subsidiary of the Company and committee of the Company's Board of Directors. Notwithstanding the foregoing, if the Parent's designees are appointed or elected to the Company's Board of Directors hereunder, until the Effective Time the Company shall (and the Parent shall use reasonable commercial efforts to cause the Company to) have at least two members of the Company's Board of Directors who are directors on the date hereof and who are neither officers of the Company nor designees of the Parent and who are otherwise "independent directors" under applicable NASDAQ rules (the "Independent Directors"); provided, however, that prior if the number of Independent Directors shall be reduced below two for any reason whatsoever, the parties shall use their commercially reasonable efforts to the Effective Time (as defined in Section 2.03) cause the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of to cause the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then Person designated by the remaining director who is not a Merger Subsidiary Insider shall Independent Director to be entitled to designate a person elected to fill such vacancy who is not a Merger Subsidiary Insider and who vacancy, which person shall be a director not deemed to be a Merger Subsidiary Insider an Independent Director for all purposes of this Agreement. Following If no Independent Directors then remain, the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office shall designate two Persons to fill such vacancies who are will not be directors, officers, employees or affiliates of the Parent, the Merger Subsidiary InsidersSub or the Company, and such persons shall be deemed to be Independent Directors for all purposes of this Agreement.

Directors of the Company. Promptly (a) Subject to compliance with applicable law, promptly upon the acceptance ------------------------ for payment purchase of and payment for any a number of Shares that satisfies the Minimum Condition by the Merger Subsidiary Sub pursuant to the Offer (and, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e)Offer, the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on such Board (after giving effect to the Board of Directors of directors designated by the Company and (bParent pursuant to this sentence) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, paid for bears to the total number of votes represented by Shares then outstanding. In furtherance thereof, and the Company shall at shall, upon request of the Merger Sub, promptly increase the size of its Board of Directors or exercise its reasonable commercial efforts to secure the resignations of such timenumber of directors, subject or both, as is necessary to applicable law, cause Merger Subsidiary's enable the Parent’s designees to be so elected by its existing or appointed to the Company’s Board of Directors. Subject Directors and, 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 (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunder, shall cause the Parent’s designees to be so elected or appointed. At such time, the Company shall, if requested by the Parent, also cause directors designated by the Parent and the Merger Sub to constitute at least the same percentage (rounded up to the next whole number) as is on the Company’s Board of Directors of each Board of Directors of each Subsidiary of the Company and committee of the Company’s Board of Directors. Notwithstanding the foregoing, if the Parent’s designees are appointed or elected to the Company’s Board of Directors hereunder, until the Effective Time the Company shall make such mailing with (and the mailing Parent shall use reasonable commercial efforts to cause the Company to) have at least two members of the Schedule 14D-9 (provided that Company’s Board of Directors who are directors on the date hereof and who are neither officers of the Company nor designees of the Parent and Merger Subsidiary who are otherwise “independent directors” under applicable NASDAQ rules (the “Independent Directors”); provided, however, if the number of Independent Directors shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Subsidiary's designees). In connection with the foregoingreduced below two for any reason whatsoever, the Company will, subject parties shall use their commercially reasonable efforts to applicable law, promptly either increase the size of cause the Board of Directors of the Company and/or obtain to cause the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees Person designated by the remaining Independent Director to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who vacancy, which person shall be a director not deemed to be a Merger Subsidiary Insider an Independent Director for all purposes of this Agreement. Following If no Independent Directors then remain, the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office shall designate two Persons to fill such vacancies who are will not be directors, officers, employees or affiliates of the Parent, the Merger Subsidiary InsidersSub or the Company, and such persons shall be deemed to be Independent Directors for all purposes of this Agreement.

Directors of the Company. Promptly upon (a) Upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary pursuant to the Offer (and, to and for so long thereafter as Parent and its Subsidiaries own in the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise aggregate more than 50% of the Option as contemplated by Section 1.01(e))outstanding Shares, Merger Subsidiary Parent shall be entitled to designate for appointment or election to the Company’s Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on the such Board of Directors of the Company and (b) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held owned by Parent and its affiliates, if any, Subsidiaries bears to the total number of votes represented by Shares then outstanding. In furtherance thereof, and the Company shall, upon request of Parent, promptly cause Parent’s designees (and any replacement designees in the event that any designee shall at no longer be on such time, subject to applicable law, cause Merger Subsidiary's designees Board of Directors) to be so appointed or elected by its existing to the Company’s Board of Directors. Subject to applicable lawDirectors and, the Company shall take all action requested by Parent necessary to effect any such electionin furtherance thereof, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and 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 Merger Subsidiary's designees). In connection with the foregoingextent necessary, the Company will, subject to applicable law, promptly either increase the size of the such Board of Directors of the Company and/or or use its reasonable best efforts to obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed give effect to the Company's Board foregoing provision. At such time, the Company shall also, upon the request of Directors as provided above; providedParent, however, that prior use its reasonable best efforts to cause such persons designated by Parent to constitute at least the same percentage (rounded up to the Effective Time (next whole number) as defined in Section 2.03) is on the Company’s Board of Directors of (i) each committee of the Company’s Board of Directors subject to compliance with applicable securities laws and (ii) each board of directors (or similar body) of each Subsidiary of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of each such board (or similar body). Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least one (1) member director who is a director of the Company on the date of this Agreement and who is not a Merger Subsidiary Insider. If the number an officer of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of or any of its Subsidiaries (the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of “Independent Director”); provided, however, that notwithstanding the Company's rights hereunder shallforegoing, in any such case, require no event shall the concurrence of requirement to have at least one Independent Director result in Parent’s designees constituting less than a majority of the directors on the Company’s Board of the Company then in office who are not Merger Subsidiary InsidersDirectors unless Parent shall have failed to designate a sufficient number of persons to constitute at least a majority.

Directors of the Company. Promptly (a) Immediately upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary Parent, Purchaser, Xxxxxxxx or any of their affiliates pursuant to the Offer (and, to the extent following satisfaction of the Minimum Tender Condition is waived pursuant to Section 1.01(e)Condition, the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Purchaser shall be entitled to designate such total number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on the such Board of Directors of the Company and (b) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, paid for bears to the total number of votes represented by Shares then outstanding, and but in no event less than a majority of the number of directors. In furtherance thereof, the Company shall and its Board of Directors shall, after the purchase of and payment for Shares by Purchaser or any of its affiliates pursuant to the Offer, upon request of Purchaser, immediately increase the size of its Board of Directors, or at the Company's election secure the resignations of such timenumber of directors or remove such number of directors or any combination of the foregoing, subject as is necessary to applicable law, cause Merger Subsidiaryenable Purchaser's designees to be so elected by its existing to the Company's Board of Directors. Subject and shall cause Purchaser's designees to applicable law, the Company be so elected and shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by comply with Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunder in connection therewith. Immediately upon the first purchase of and payment for Shares by Purchaser or any of its affiliates pursuant to the Offer, the Company shall, if requested by Purchaser, also cause directors designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) of each committee of the Board as is on the Board. Notwithstanding the foregoing, if Shares are purchased pursuant to the Offer, the Company shall use its best efforts to assure that there shall be until the Effective Time (as hereinafter defined) at least two of the members of the Board who are directors on the date hereof and are not employees of the Company (each a "CONTINUING DIRECTOR"). In addition to any indemnification rights pursuant to this Agreement or the Company's Certificate of Incorporation, as amended (the "CERTIFICATE OF INCORPORATION") and Bylaws, the Continuing Directors as a group shall be entitled to retain independent legal counsel at Company expense if and to the extent that issues are presented to them that involve a conflict of interest for Company counsel. The Company and its Board of Directors shall promptly take all actions as may be necessary to comply with their obligations under this Section 1.3(a). If at any time prior to the Effective Time there shall be in office only one Continuing Director for any reason, the Board shall be entitled to appoint a person who is not an officer or employee of the Company or any subsidiary designated by the remaining Continuing Director to fill such vacancy (and such person shall be deemed to be a Continuing Director for all purposes of this Agreement), and if at any time prior to the Effective Time no Continuing Directors then remain, the other directors of the Company then in office shall use their best efforts to designate two persons to fill such vacancies who are not officers or employees or affiliates of the Company, its subsidiaries, or Parent, Xxxxxxxx, Holdco or Purchaser or any of their respective affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement). The Company's obligations under this Section 1.3 shall be subject to (i) 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 Parent and Merger Subsidiary shall have provided ii) Purchaser providing to the Company on a timely basis all information required to be included in the Information Statement information statement thereunder with respect to Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger SubsidiaryPurchaser's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) compliance with any waiver director independence or other qualifications required by applicable law or the non-prosecution agreement dated September 28, 2004 between the United States Attorney's Office for the Eastern District of New York and the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who are not Merger Subsidiary Insiders.

Directors of the Company. Promptly upon (a) Upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary pursuant to the Offer (and, to and for so long thereafter as Parent and its subsidiaries own in the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise aggregate more than 50% of the Option as contemplated by Section 1.01(e))outstanding Shares, Merger Subsidiary Parent shall be entitled to designate for appointment or election to the Company's Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on such Board (after giving effect to the Board of Directors of the Company and (bdirectors designated by Parent pursuant to this sentence) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held owned by Parent and its affiliates, if any, subsidiaries bears to the total number of votes represented by Shares then outstanding. In furtherance thereof, and the Company shall at such timeshall, subject upon request of Parent, use its reasonable best efforts to applicable law, promptly cause Merger SubsidiaryParent's designees (and any replacement designees in the event that any designee shall no longer be on such Board of Directors) to be so appointed or elected by its existing to the Company's Board of Directors. Subject to applicable lawDirectors and, the Company shall take all action requested by Parent necessary to effect any such electionin furtherance thereof, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and 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 Merger Subsidiary's designees). In connection with the foregoingextent necessary, the Company will, subject to applicable law, promptly either increase the size of the such Board of Directors of the Company and/or or use its reasonable best efforts to obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees give effect to be elected or appointed the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable best efforts to cause such persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors as provided above; provided, however, that prior to of (i) each committee of the Effective Time (as defined in Section 2.03) the Company's Board of Directors subject to compliance with applicable securities laws and (ii) each board of directors (or similar body) of each subsidiary of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of each such board (or similar body). Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least one (1) member director who is a director of the Company on the date of this Agreement and who is not a Merger Subsidiary Insider. If an officer of the number Company or any of directors who are not Merger Subsidiary Insiders is reduced below two its subsidiaries (2the "Independent Director"); provided, however, that (x) for any reason prior notwithstanding the foregoing, in no event shall the requirement to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiaryhave at least one Independent Director result in Parent's designees to constituting less than a majority of the directors on the Company's Board of Directors pursuant unless Parent shall have failed to this Section 1.03 and prior designate a sufficient number of persons to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of constitute at least a majority of the directors of the Company then in office who are not Merger Subsidiary Insidersmajority.

Directors of the Company. Promptly (a) Immediately upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary Parent, Purchaser, Hxxxxxxx or any of their affiliates pursuant to the Offer (and, to the extent following satisfaction of the Minimum Tender Condition is waived pursuant to Section 1.01(e)Condition, the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Purchaser shall be entitled to designate such total number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on the such Board of Directors of the Company and (b) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, paid for bears to the total number of votes represented by Shares then outstanding, and but in no event less than a majority of the number of directors. In furtherance thereof, the Company shall and its Board of Directors shall, after the purchase of and payment for Shares by Purchaser or any of its affiliates pursuant to the Offer, upon request of Purchaser, immediately increase the size of its Board of Directors, or at the Company’s election secure the resignations of such timenumber of directors or remove such number of directors or any combination of the foregoing, subject as is necessary to applicable law, cause Merger Subsidiary's enable Purchaser’s designees to be so elected by its existing to the Company’s Board of Directors. Subject and shall cause Purchaser’s designees to applicable law, the Company be so elected and shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by comply with Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunder in connection therewith. Immediately upon the first purchase of and payment for Shares by Purchaser or any of its affiliates pursuant to the Offer, the Company shall, if requested by Purchaser, also cause directors designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) of each committee of the Board as is on the Board. Notwithstanding the foregoing, if Shares are purchased pursuant to the Offer, the Company shall use its best efforts to assure that there shall be until the Effective Time (as hereinafter defined) at least two of the members of the Board who are directors on the date hereof and are not employees of the Company (each a “Continuing Director”). In addition to any indemnification rights pursuant to this Agreement or the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and Bylaws, the Continuing Directors as a group shall be entitled to retain independent legal counsel at Company expense if and to the extent that issues are presented to them that involve a conflict of interest for Company counsel. The Company and its Board of Directors shall promptly take all actions as may be necessary to comply with their obligations under this Section 1.3(a). If at any time prior to the Effective Time there shall be in office only one Continuing Director for any reason, the Board shall be entitled to appoint a person who is not an officer or employee of the Company or any subsidiary designated by the remaining Continuing Director to fill such vacancy (and such person shall be deemed to be a Continuing Director for all purposes of this Agreement), and if at any time prior to the Effective Time no Continuing Directors then remain, the other directors of the Company then in office shall use their best efforts to designate two persons to fill such vacancies who are not officers or employees or affiliates of the Company, its subsidiaries, or Parent, Hxxxxxxx, Holdco or Purchaser or any of their respective affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement). The Company’s obligations under this Section 1.3 shall be subject to (i) 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 Parent and Merger Subsidiary shall have provided ii) Purchaser providing to the Company on a timely basis all information required to be included in the Information Statement information statement thereunder with respect to Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's Purchaser’s designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) compliance with any waiver director independence or other qualifications required by applicable law or the non-prosecution agreement dated September 28, 2004 between the United States Attorney’s Office for the Eastern District of New York and the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who are not Merger Subsidiary Insiders.

Directors of the Company. Promptly upon (a) Upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary pursuant to the Offer (and, to and for so long thereafter as Parent and its subsidiaries own in the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise aggregate more than 50% of the Option as contemplated by Section 1.01(e))outstanding Shares, Merger Subsidiary Parent shall be entitled to designate for appointment or election to the Company's Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on such Board (after giving effect to the Board of Directors of the Company and (bdirectors designated by Parent pursuant to this sentence) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held owned by Parent and its affiliates, if any, subsidiaries bears to the total number of votes represented by Shares then outstanding. In furtherance thereof, and the Company shall at such timeshall, subject upon request of Parent, use its reasonable best efforts to applicable law, promptly cause Merger SubsidiaryParent's designees (and any replacement designees in the event that any designee shall no longer be on such Board of Directors) to be so appointed or elected by its existing to the Company's Board of Directors. Subject to applicable lawDirectors and, the Company shall take all action requested by Parent necessary to effect any such electionin furtherance thereof, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and 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 Merger Subsidiary's designees). In connection with the foregoingextent necessary, the Company will, subject to applicable law, promptly either increase the size of the such Board of Directors of the Company and/or or use its reasonable best efforts to obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees give effect to be elected or appointed the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable best efforts to cause such persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors as provided above; provided, however, that prior to of (i) each committee of the Effective Time (as defined in Section 2.03) the Company's Board of Directors subject to compliance with applicable securities laws and (ii) each board of directors (or similar body) of each subsidiary of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of each such board (or similar body). Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least one (1) member director who is a director of the Company on the date of this Agreement and who is not a Merger Subsidiary Insider. If an officer of the number Company or any of directors who are not Merger Subsidiary Insiders is reduced below two its subsidiaries (2the "INDEPENDENT DIRECTOR"); provided, however, that (x) for any reason prior notwithstanding the foregoing, in no event shall the requirement to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiaryhave at least one Independent Director result in Parent's designees to constituting less than a majority of the directors on the Company's Board of Directors pursuant unless Parent shall have failed to this Section 1.03 and prior designate a sufficient number of persons to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of constitute at least a majority of the directors of the Company then in office who are not Merger Subsidiary Insidersmajority.

Directors of the Company. Promptly (A) determine the excess of (1) the value of the Units of Preferred Stock issuable upon the acceptance ------------------------ for payment of and payment for any Shares by Merger Subsidiary pursuant to the Offer (and, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise of a Right (the Option "Current Value") over (2) the Purchase Price (such excess being referred to as contemplated by Section 1.01(e))the "Spread") and (B) with respect to each Right, Merger Subsidiary shall be entitled make adequate provision to designate substitute for such number Units of directorsPreferred Stock, rounded up to upon exercise of the next whole numberRights, on (1) cash, (2) a reduction in the Purchase Price, (3) other equity securities of the Company (including, without limitation, Common Stock or shares or units of shares of any series of preferred stock which the Board of Directors of the Company as will give Merger SubsidiaryCompany, subject to compliance with Section 14(f) upon approval by a majority of the Exchange ActContinuing Directors, representation on has deemed to have the same value as the Units of Preferred Stock (such shares or units of preferred stock are herein called "preferred stock equivalents")), except to the extent that the Company has not obtained any necessary regulatory approval for such issuance, (4) debt securities of the Company, except to the extent that the Company has not obtained any necessary regulatory approval for such issuance, (5) other assets or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company equal to Company, upon approval by a majority of the product Continuing Directors, based upon the advice of (a) the number of directors on a nationally recognized investment banking firm selected by the Board of Directors of the Company and (b) the percentage that such number of votes represented Company, upon approval by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, bears to the number of votes represented by Shares outstanding, and the Company shall at such time, subject to applicable law, cause Merger Subsidiary's designees to be so elected by its existing Board of Directors. 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 (the "Information Statement") containing the information required by Section 14(f) a majority of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and 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 Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's Board of Directors as provided aboveContinuing Directors; provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of if the Company shall always not have at least two made adequate provision to deliver value pursuant to clause (2B) members who are neither officersabove within thirty (30) days following the later of (x) occurrence of a Section 11(a)(ii) Event, directors, stockholders or designees and (y) the date on which the Company's right of Merger Subsidiary or any redemption pursuant to Section 23(a) expires (the later of its affiliates ("Merger Subsidiary Insiders"x) and each committee of (y) being referred to herein as the Board of Directors of "Section 11(a)(iii) Trigger Date"), then the Company shall have at least one be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Units of Preferred Stock (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Timeextent available), then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees then, if necessary, cash, which Units and/or cash have an aggregate value equal to the Company's Board of Directors pursuant to this Section 1.03 and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who are not Merger Subsidiary InsidersSpread.

Directors of the Company. Promptly upon (a) Upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary pursuant to the Offer (and, to and for so long thereafter as Parent and its Subsidiaries own in the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise aggregate more than 50% of the Option outstanding Shares then outstanding determined on a fully diluted basis (as contemplated by described in Section 1.01(e1.1(b)), Merger Subsidiary and subject to compliance with applicable federal securities Laws and the applicable rules of the NASDAQ, Parent shall be entitled to designate for appointment or election to the Company Board, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on the Company Board of Directors of (after giving effect to the Company and (bdirectors designated by Parent pursuant to this sentence) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held owned by Parent and its affiliates, if any, Subsidiaries bears to the total number of votes represented by Shares outstandingthen outstanding on a fully-diluted basis. In furtherance thereof, and the Company shall, upon request of Parent, use its reasonable best efforts to promptly cause Parent’s designees (and any replacement designees in the event that any designee shall at such time, subject to applicable law, cause Merger Subsidiary's designees no longer be on the Company Board) to be so appointed or elected by its existing Board of Directors. 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 (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and Merger Subsidiary shall have provided to the Company on a timely basis all information required Board and, in furtherance thereof, to be included in the Information Statement with respect extent necessary, use its reasonable best efforts to Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Company Board of Directors of the Company and/or or obtain the resignation of such number of its current the incumbent directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed give effect to the Company's foregoing provision. Notwithstanding the foregoing, until the Effective Time, the Company Board shall have at least three (3) directors who are (i) directors of Directors the Company on the date of this Agreement and (ii) Qualified Persons (as provided abovedefined below) (“Independent Directors”); provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If if the number of directors who are not Merger Subsidiary Insiders is Independent Directors shall be reduced below two three (23) for any reason prior whatsoever (or if immediately following consummation of the Offer there are not at least three (3) then-existing directors of the Company who are (A) Qualified Persons and (B) willing to the Effective Timeserve as Independent Directors), then then, unless the remaining director who is not Independent Director(s) (if any) identifies a Merger Subsidiary Insider Qualified Person willing to serve as an Independent Director (in which case such remaining Independent Director(s) shall be entitled to designate a person such Qualified Person to fill such vacancy who is not a Merger Subsidiary Insider and who such designated Qualified Person shall be a director not deemed to be a Merger Subsidiary Insider an Independent Director for all purposes of this Agreement), the other directors shall be required to designate Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 and prior to the Effective Time (i) any amendment or termination of this Agreement by the CompanyAs used herein, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who are not Merger Subsidiary Insiders.“

Directors of the Company. (a) Promptly upon the acceptance ------------------------ for payment purchase of and payment for any a majority of the outstanding Shares by Merger Subsidiary Sub pursuant to the Offer (andOffer, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (ax) the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by (y) the result of (1) the number of directors on the Board of Directors of the Company and (b) the percentage that such number of votes represented by Shares so purchased and paid for, plus any Shares otherwise held beneficially owned by Parent or its affiliates on the date of such purchase and its affiliatespayment, if any, bears to divided by (2) the total number of votes represented by Shares then outstanding. In furtherance thereof, and the Company shall at shall, upon request of Parent, promptly increase the size of its Board of Directors or exercise its reasonable efforts to secure the resignations of such timenumber of directors, subject or both, as is necessary to applicable law, cause Merger Subsidiary's enable Parent’s designees to be so elected by its existing to the Company’s Board of Directors. Subject Directors and, 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 (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and Merger Subsidiary shall have provided to the Company on a timely basis all information required cause Parent’s designees to be included in the Information Statement with respect to Merger Subsidiary's designees)so elected. In connection with the foregoingAt such time, the Company willshall, subject if requested by Parent, also cause directors designated by Parent to applicable lawconstitute at least the same percentage (rounded up to the next whole number) as is on the Company’s Board of Directors of each committee of the Company’s Board of Directors; provided, promptly either increase that any designees to the size Audit Committee of the Board of Directors shall comply with the Audit Committee Requirements. Notwithstanding the foregoing, if Shares are purchased pursuant to the Offer, there shall be until the Effective Time at least two members of the Company’s Board of Directors who are directors on the date hereof and are not employees of the Company and/or obtain or their successors designated by such directors (the resignation “Independent Directors”) and at least two Independent Directors shall serve on the Audit Committee of such number of its current directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's ’s Board of Directors as provided abovesuch that such Audit Committee complies with all requirements of the SEC and the Nasdaq Stock Market applicable thereto (collectively, the “Audit Committee Requirements”); provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If if the number of directors who are not Merger Subsidiary Insiders Independent Directors is reduced below two (2) for any reason prior to the Effective Timewhatsoever, then the remaining director who is not a Merger Subsidiary Insider Independent Director shall be entitled to designate a person who satisfies the Audit Committee Requirements to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider an Independent Director for all purposes of this Agreement. Following , or, if no Independent Director then remains, the election other directors shall designate two individuals (who shall not be officers or affiliates of Merger Subsidiary's designees to the Company's Board of Directors pursuant ) to this Section 1.03 and prior to the Effective Time (i) any amendment fill such vacancies who shall not be stockholders, affiliates or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts associates of Parent or Merger Subsidiary under Sub, and such individuals shall be deemed to be Independent Directors for purposes of this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who are not Merger Subsidiary InsidersAgreement.

Directors of the Company. Promptly upon (a) Upon the acceptance ------------------------ for payment of and payment for any Shares by Merger Subsidiary pursuant to the Offer (andAcceptance Date, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give is equal to the product obtained by multiplying the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this sentence) by the percentage that the number of shares of Company Common Stock purchased and paid for by Parent or Merger SubsidiarySub pursuant to the Offer, subject plus any shares beneficially owned by Parent or its affiliates on the date of such purchase and payment, bears to compliance with Section 14(f) the total number of shares of Company Common Stock then outstanding. On the expiration of any subsequent offering period (as provided by Rule 14d-11 under the Exchange Act), representation Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of (a) obtained by multiplying the total number of directors on such Board (giving effect to the Board of Directors of directors designated by Parent pursuant to this and the Company and (bimmediately preceding sentence) by the percentage that such the number of votes represented by Shares so shares of Company Common Stock purchased and Shares otherwise held paid for by Parent or Merger Sub pursuant to the Offer (including, but not limited to, the number of shares purchased in any subsequent offering period), plus any shares beneficially owned by Parent or its Affiliates on the date of such purchase and its affiliates, if anypayment in the subsequent offering period, bears to the total number of votes represented by Shares shares of Company Common Stock then outstanding. In furtherance of the rights and obligations set forth in the immediately foregoing two sentences, and the Company shall, upon request of Parent, promptly increase the size of its Board of Directors, or it shall at secure the resignations of such timenumber of directors, subject or both, as is necessary to applicable law, cause Merger Subsidiaryenable Parent's designees to be so elected by its existing to the Company's Board of Directors. Subject and, 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 (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and 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 Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiarycause Parent's designees to be elected or appointed so elected. At such time, the Company shall, if requested by Parent, also cause directors designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Company's Board of Directors Directors. Notwithstanding the foregoing, if shares - 4 - of Company Common Stock are purchased pursuant to the Company Offer, there shall have be until the Effective Time at least one (1) member who is not a Merger Subsidiary Insider. If the number two members of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 who are directors on the date hereof and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver are not employees of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who are not Merger Subsidiary Insiders.

Directors of the Company. Promptly upon the acceptance ------------------------ for payment of and payment for any a number of Company Shares by Merger Subsidiary Sub pursuant to the Offer that satisfies the Minimum Tender Condition (and, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e2.01(e), the exercise of the Option Options as contemplated by Section 1.01(e2.01(e)), Merger Subsidiary Sub shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger SubsidiarySub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to the product of (a) the number of directors on the Board of Directors of the Company and (b) the percentage that such number of votes represented by Company Shares so purchased and Company Shares otherwise held by Parent and its affiliates, if any, bears to the number of votes represented by Company Shares outstanding, and the Company shall at such time, subject to applicable law, cause Merger SubsidiarySub's designees to be so elected by its existing Board of Directors. 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 (the "Information StatementINFORMATION STATEMENT") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and Merger Subsidiary Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger SubsidiarySub's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger SubsidiarySub's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary Sub or any of its affiliates ("Merger Subsidiary InsidersMERGER SUB INSIDERS") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider). If the number of directors who are not Merger Subsidiary Sub Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Sub Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Sub Insider and who shall be a director not deemed to be a Merger Subsidiary Sub Insider for all purposes of this Agreement. Following the election of Merger SubsidiarySub's designees to the Company's Board of Directors pursuant to this Section 1.03 2.03 and prior to the Effective Time Time, (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary Sub under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who are not Merger Subsidiary Sub Insiders.

Directors of the Company. Promptly upon (a) Upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary pursuant to the Offer (and, to and for so long thereafter as Parent and its Subsidiaries directly or indirectly own in the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise aggregate at least 60% of the Option as contemplated by Section 1.01(e))outstanding Shares, Merger Subsidiary Parent shall be entitled to designate for appointment or election to the Company’s Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to the product of (a) obtained by multiplying the total number of directors on such Board (after giving effect to the Board of Directors of the Company and (bdirectors designated by Parent pursuant to this sentence) by the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held owned by Parent and its affiliates, if any, Subsidiaries bears to the total number of votes represented by Shares then outstanding. In furtherance thereof, and the Company shall, upon request of Parent, promptly cause Parent’s designees (and any replacement designees in the event that any designee shall at no longer be on such time, subject to applicable law, cause Merger Subsidiary's designees Board of Directors) to be so appointed or elected by its existing to the Company’s Board of Directors. Subject to applicable lawDirectors and, the Company shall take all action requested by Parent necessary to effect any such electionin furtherance thereof, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and 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 Merger Subsidiary's designees). In connection with the foregoingextent necessary, the Company will, subject to applicable law, promptly either increase the size of the such Board of Directors of the Company and/or or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed give effect to the Company's foregoing provision. The Parent designees shall be allocated amongst all classes (as determined by year of expiration of their current term) of the Company Board of Directors as provided above; providedevenly as possible. At such time, howeverthe Company shall also, that prior upon the request of Parent, cause such persons designated by Parent to constitute at least the same percentage (rounded up to the Effective Time (next whole number) as defined in Section 2.03) is on the Company’s Board of Directors of (i) each committee of the Company’s Board of Directors, subject to compliance with applicable securities laws and the rules of the NASDAQ Stock Market, and (ii) each board of directors (or similar body) of each Subsidiary of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of each such board (or similar body). Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least one two directors who are (1A) member who is not a Merger Subsidiary Insider. If directors of the Company on the date of this Agreement and (B) Qualified Persons (as defined below) (“Independent Directors”); provided, however, that if the number of directors who are not Merger Subsidiary Insiders is Independent Directors shall be reduced below two (2) for any reason prior whatsoever (or if immediately following consummation of the Offer there are not at least two then-existing directors of the Company who are (x) Qualified Persons and (y) willing to the Effective Timeserve as Independent Directors), then then, unless the remaining director who is not Independent Director(s) (if any) identifies a Merger Subsidiary Insider Qualified Person willing to serve as an Independent Director (in which case such remaining Independent Director(s) shall be entitled to designate a person such Qualified Person to fill such vacancy who is not a Merger Subsidiary Insider and who such designated Qualified Person shall be a director not deemed to be a Merger Subsidiary Insider an Independent Director for all purposes of this Agreement), the other directors shall be required to designate Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Following Upon the election purchase of Merger Subsidiary's designees Shares pursuant to the Company's Board Offer and request of Directors pursuant to this Section 1.03 and prior to the Effective Time (i) any amendment or termination of this Agreement by the CompanyParent, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iiishall take all action necessary to elect to be treated as a “controlled company” as defined by NASDAQ Rule 5615(c) any waiver of the Company's rights hereunder shall, in any and make all necessary filings and disclosures associated with such case, require the concurrence of a majority of the directors of the Company then in office who are not Merger Subsidiary Insiders.status. As