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 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 law, promptly either increase constitute at least the size of 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. Notwithstanding the foregoing, if shares of Company and/or obtain Common Stock are purchased pursuant to the resignation 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. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.03(a), including mailing to stockholders together with the Schedule 14D-9 the information required by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryParent'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 Directors. Parent and Merger Sub will supply the Company shall always have at least two (2) members who are neither and be solely responsible for any information with respect to them and their nominees, officers, directors, stockholders or designees of Merger Subsidiary or any of its directors and affiliates ("Merger Subsidiary Insiders"required by such Section 14(f) and each committee of the Board of Directors of the Company shall have at least one Rule 14f-1. (1c) 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 SubsidiaryParent's designees to the Company's Board of Directors pursuant to this Section 1.03 and 1.03, 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 Sub under this Agreement Agreement, or (iii) any waiver of any 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 neither were designated by Parent nor are not Merger Subsidiary Insidersemployees of the Company (the "Independent Director Approval").

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 of the Company's Board of Directors who are directors on the date hereof and 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 officers of the Company nor designees of Parent. (b) The Company shall have at least one (1promptly take all actions required pursuant to Section 14(f) member who of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to its shareholders together with the Schedule 14D-9 the information required by such Section 14(f) and Rule 14f-1 as 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 necessary 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 enable Parent's designees to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees elected to the Company's Board of Directors Directors. Parent and Merger Sub will supply the Company any information with respect to them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(b) are in addition to and shall not limit any rights that any of Merger Sub, Parent or any of their respective affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. (c) Following the election or appointment of Parent's designees pursuant to this Section 1.03 1.3(a) and prior to until the Effective Time (i) Time, the approval of a majority of the directors then in office who were neither designated by Parent nor employed by the Company shall be required to authorize any amendment of this Agreement or the Company Charter Documents (as defined in Section 3.1(b)), any 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 Merger Sub or Merger Subsidiary under this Agreement or (iii) Parent, any waiver of any of the Company's rights hereunder shall, in or any such case, require the concurrence of a majority of the directors action as to which consent or agreement of the Company then in office who are not Merger Subsidiary Insidersis required hereunder.

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 a) Provided that the Minimum Tender Condition is waived pursuant to Section 1.01(e)satisfied, promptly after the exercise of the Option as contemplated by Section 1.01(e))Acceptance Time, Merger Subsidiary Parent shall be entitled to designate up to such number of directors, directors (rounded up to the next whole number, ) on the Company 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 (ai) the total number of directors on the Company Board (giving effect to the election of Directors of the Company any additional directors pursuant to this Section 1.3(a)); and (bii) a fraction, the percentage that such numerator of which is the number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliatesPurchaser (giving effect to Shares paid for pursuant to the Offer and, if anythe Top-Up Option is exercised, bears to the number of votes represented by Shares outstandingshares of Company Common Stock purchased upon exercise thereof), and the denominator of which is the total number of then outstanding Shares (not determined on a Fully Diluted Basis). In furtherance thereof, the Company shall at and the Company Board shall, after the purchase of and payment for Shares by Purchaser pursuant to the Offer, upon request of Purchaser, promptly increase the size of the Company Board or seek and accept, or use reasonable best efforts to otherwise secure, the resignations of such time, subject number of directors as is necessary to applicable law, cause Merger Subsidiary's enable Parent’s designees to be so elected by its existing Board of Directorsto the Company Board, and shall cause Parent’s designees to be so elected. Subject In addition, subject to applicable lawLaw, the Company shall take all action requested necessary to cause the individuals so designated by Parent necessary to effect any constitute substantially the same percentage (rounding up where appropriate) of each committee of the Company Board as the percentage represented by such election, including mailing individuals on the Company Board as a whole. (b) The Company shall promptly file with the SEC and mail to its stockholders the information statement (the "Information Statement") containing holders of Shares the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunder. Parent and Purchaser will supply the Company with, and will be solely responsible for, any information with respect to them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1. (c) Notwithstanding the foregoing provisions of this Section 1.3, Parent, Purchaser and the Company shall make such mailing with use their respective reasonable best efforts to cause the mailing Company Board to include, at all times prior to the Effective Time, at least two (2) 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 members of the Company and/or obtain Board, selected by members of the resignation Company Board, who were directors of such number of its current directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed the Company immediately prior to the Acceptance Time (the “Continuing Directors”), each of whom shall be an “independent director” as defined by Rule 4200(a)(15) of the Nasdaq marketplace rules and eligible to serve on the Company's Board ’s audit committee under the Exchange Act and the applicable requirements of Directors as provided aboveNasdaq; provided, however, that if at any time prior to the Effective Acceptance Time (as defined in Section 2.03) the Board of Directors of the Company there shall always have at least be fewer than 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 Continuing Directors of on 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) Board for any reason prior to reason, the Effective Time, then Company Board shall cause the person(s) designated by the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person Continuing Director(s) 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 of the Company then in office shall designate two (2) persons to fill such vacancies who are not directors, officers, employees, shareholders, designees or Affiliates of Parent or Purchaser and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. (d) Following the election or appointment of Merger Subsidiary's Parent’s designees to the Company's Company Board of Directors pursuant to this Section 1.03 1.3(a) and prior so long as such designees continue to constitute a majority of the directors on the Company Board, then until the Effective Time Time, the approval of a majority of the Continuing Directors (or the approval of the sole Continuing Director if there shall be only one (1) Continuing Director) shall be required to authorize: (i) any amendment or modification to, or termination of of, or any agreement to amend, modify or terminate, this Agreement by or on behalf of 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 Purchaser under this Agreement or Agreement; (iii) any exercise or waiver of any of the Company's ’s rights hereunder shall, or remedies hereunder; or (iv) any other action that could reasonably be expected to adversely affect in any such casematerial respect the rights of the Company’s shareholders hereunder. Following the election or appointment of Parent’s designees to the Company Board pursuant to Section 1.3(a) and until the Effective Time, require any action by the concurrence Company with respect to the enforcement of this Agreement by the Company shall be effected only by and at the direction of a majority of the directors Continuing Directors (or the action of the sole Continuing Director if there shall be only one (1) Continuing Director then in office), and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize, or for the Company to take, any such action. The Continuing Directors shall have the authority to retain such counsel and other advisors at the expense of the Company then in office who are not Merger Subsidiary Insidersas determined by the Continuing Directors and any such expenses shall be paid by the Company promptly upon written request by the Continuing Directors.

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 directors of the Company to resign as may be designated by Merger 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 "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 Amended and Restated Bylaws (the "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 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 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 Sub or any of their respective affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement). (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders together with the mailing of amendment to 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 by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryPurchaser's designees to be elected or appointed to the CompanyBoard. Purchaser and Merger Sub will supply the Company and be solely responsible for any information with respect to them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election of Purchaser's Board of Directors as provided above; provided, however, that prior designees to the Effective Time (as defined in Board pursuant to this 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") 1.3 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 Purchaser or Merger Subsidiary Sub under this Agreement Agreement, or (iii) any waiver of any of the Company's rights hereunder or any other action that could adversely effect in any material respect the rights of the Company's stockholders hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who neither were designated by Purchaser nor are not Merger Subsidiary Insidersemployees of the Company (the "INDEPENDENT DIRECTOR APPROVAL").

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), 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 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 Sub 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). (b) The Company shall immediately take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to shareholders together with the Schedule 14D-9 the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Purchaser’s designees to be elected to the Company’s Board of Directors. Purchaser and Merger Sub will supply the Company and be solely responsible for any information with respect to them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election of Merger Subsidiary's Purchaser’s designees to the Company's ’s Board of Directors pursuant to this Section 1.03 1.3 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 Purchaser or Merger Subsidiary Sub under this Agreement Agreement, or (iii) any waiver of any of the Company's ’s rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who neither were designated by Purchaser nor are not Merger Subsidiary Insidersemployees of the Company (the “Independent Director Approval”).

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 directors of the Company to resign as may be designated by Merger 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 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’s Board of Directors who are directors on the date hereof and are not employees of the Company; each such director shall both be “disinterested” as defined in Section 302A.673, Subd. 1(d), of the 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 MBCA and the Company’s Bylaws. (b) The Company shall immediately take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to shareholders together 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 by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger Subsidiary's Purchaser’s designees to be elected or appointed to the Company's ’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 Directors. Purchaser and Merger Sub will supply the Company shall always have at least two (2) members who are neither and be solely responsible for any information with respect to them and their nominees, officers, directors, stockholders or designees of Merger Subsidiary or any of its directors and affiliates ("Merger Subsidiary Insiders"required by such Section 14(f) and each committee of the Board of Directors of the Company shall have at least one Rule 14f-1. (1c) 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 Purchaser’s designees to the Company's ’s Board of Directors pursuant to this Section 1.03 1.3 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 Purchaser or Merger Subsidiary Sub under this Agreement Agreement, or (iii) any waiver of any of the Company's ’s rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who neither were designated by Purchaser nor are not Merger Subsidiary Insidersemployees of the Company (the “Independent Director Approval”).

Directors of the Company. (a) Promptly upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary the Purchaser 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 DCNA shall be entitled to designate such additional 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 to be designated by DCNA 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 Purchaser, 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 DCNA'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 cause DCNA'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 DCNA, also cause directors designated by DCNA to applicable law, promptly either increase constitute at least the size of 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. 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 members of the Special Committee. (b) The Company and/or obtain shall promptly take all actions required pursuant to Section 14(f) of the resignation of Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders together with the Schedule 14D-9 the information required by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryDCNA's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that prior to Directors. DCNA and the Effective Time (as defined in Section 2.03) the Board of Directors of Purchaser will supply the Company shall always have at least two (2) members who are neither and be solely responsible for any information with respect to them and their nominees, officers, directors, stockholders or designees of Merger Subsidiary or any of its directors and affiliates ("Merger Subsidiary Insiders"required by such Section 14(f) and each committee of the Board of Directors of the Company shall have at least one Rule 14f-1. (1c) 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 SubsidiaryDCNA's designees to the Company's Board of Directors pursuant to this Section 1.03 and 1.3, 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 DCNA or Merger Subsidiary the Purchaser under this Agreement Agreement, or (iii) any waiver of any of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the remaining directors who were members of the Company then in office who are not Merger Subsidiary InsidersSpecial Committee (the "Independent Director Approval").

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 shall, upon request of Parent, use its reasonable best efforts, subject to compliance with applicable securities Laws and applicable rules of the NASDAQ Global Market (“NASDAQ”), to promptly cause Parent’s designees (and any replacement designees in the event that any designee shall no longer be on the Company Board) to be so appointed or elected to the Company Board and, in furtherance thereof, to the extent necessary, use its reasonable best efforts to increase the size of the Company Board or obtain the resignation of such number of its directors as is necessary to give effect to the foregoing provision. During the Board Representation Period, subject to Section 1.3(c), the Company will give Merger Subsidiarycause individuals designated by Parent to constitute such number of 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 be composed only of Independent Directors. Notwithstanding the foregoing, until the Effective Time, the Company Board shall have at least two (2) directors who are directors of the Company on the date of this Agreement and who are not officers of the Company or any of its Subsidiaries (“Independent Directors”); provided for the avoidance of doubt, the director elected by the holders of the Series D-1 Preferred Stock, pursuant to Section A.8 of the 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 Independent Directors shall be reduced below two (2) for any reason 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 serve as Independent Directors), then the number of Independent Directors required hereunder shall be one (1), unless the remaining 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 “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 any such Qualified Person to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two (2) Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to the Company’s stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Purchaser the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company’s obligations under Section 1.3(a). The Company’s obligation to appoint Parent’s designees to the Company Board pursuant to Section 1.3(a) shall be subject to compliance with Section 14(f) of the Exchange Act, representation on Act and Rule 14f-1 promulgated thereunder and to Parent’s compliance with its obligations under the Board of Directors of following sentence. Parent and Purchaser shall supply the Company equal such information with respect 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 affiliatesPurchaser and their nominees, if anyofficers, bears to the number of votes represented by Shares outstanding, directors 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 Affiliates required by such 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 14f-1 as is necessary in the Information Statement with respect to Merger Subsidiary's designees). In connection with the foregoingappointment of any of Parent’s designees under Section 1.3(a), and Parent and Purchaser shall be solely responsible for 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 accuracy and completeness of such number information. (c) Following the election or appointment of its current directors as is necessary Parent’s designees pursuant 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"1.3(a) 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, the approval by affirmative vote or written consent of a majority of the Independent Directors then the remaining director who is not a Merger Subsidiary Insider in office (or, if there shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who only one (1) Independent Director then in office, the Independent Director) (the “Independent Director Approval”) shall be a director not deemed required to be a Merger Subsidiary Insider for all purposes authorize (and such authorization shall constitute the authorization of this Agreement. Following the election Company Board and no other action on the part of Merger Subsidiary's designees to the Company's Board , including any action by any other committee thereof or any other director of Directors pursuant the Company, shall, unless otherwise required by applicable Law, be required or permitted to this Section 1.03 and prior to the Effective Time authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension by the Company of time for performance of any obligation or waiver action under this Agreement by Parent or Purchaser, (iii) any waiver, exercise or enforcement of any of the Company’s rights under this Agreement, (iv) any other action by the Company which could adversely affect the interests of the stockholders of the Company (other than Parent or any of its Affiliates) or (v) any amendment of the Company Charter Documents. The Independent Directors shall have the authority to retain such counsel and other advisors at the expense of the Company as are reasonably appropriate to the exercise of their duties in connection with this Agreement, subject to approval by the Company of the time for terms of such retention, which approval shall not be unreasonably withheld, conditioned or delayed. In addition, the performance of Independent Directors shall have the authority to institute any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver action, on behalf of the Company's rights hereunder shall, in any such case, require the concurrence to enforce performance of a majority of the directors of the Company then in office who are not Merger Subsidiary Insidersthis Agreement.

Directors of the Company. 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 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 law, promptly either increase constitute at least the size of 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, the board of directors of the Subsidiary (as defined in Section 3.01(m)) of the Company and/or obtain the resignation and each committee of such number board (to the extent of the Company's ability to elect such persons). Notwithstanding the foregoing, if shares of Company Common Stock 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. (a) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its current directors obligations under Section 1.02, including mailing to stockholders together with the Schedule 14D-9 the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryParent'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 Directors. Parent and Merger Sub will supply the Company shall always have at least two (2) members who are neither and be solely responsible for any information with respect to them and their nominees, officers, directors, stockholders or designees of Merger Subsidiary or any of its directors and affiliates ("Merger Subsidiary Insiders"required by such Section 14(f) and each committee of the Board of Directors of the Company shall have at least one Rule 14f-1. (1b) 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 SubsidiaryParent's designees to the Company's Board of Directors pursuant to this Section 1.03 and 1.03, 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 Sub under this Agreement Agreement, or (iii) any waiver of any 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 neither were designated by Parent nor are not Merger Subsidiary Insiders.employees of the Company (the "Independent Director Approval"). ARTICLE II

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 directors of the Company to resign as may be designated by Merger 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 "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 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 Sub or any of their respective affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement). (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders together 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 by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryPurchaser's designees to be elected or appointed to the CompanyBoard. Purchaser and Merger Sub will supply the Company and be solely responsible for any information with respect to them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election of Purchaser's Board of Directors as provided above; provided, however, that prior designees to the Effective Time (as defined in Board pursuant to this 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") 1.3 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 Purchaser or Merger Subsidiary Sub under this Agreement Agreement, or (iii) any waiver of any of the Company's rights hereunder or any other action that could adversely effect in any material respect the rights of the Company's stockholders hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who neither were designated by Purchaser nor are not Merger Subsidiary Insidersemployees of the Company (the "Independent Director Approval").

Directors of the Company. Promptly upon (a) Effective on the acceptance ------------------------ for payment of Acceptance Time and payment for any Shares by Merger Subsidiary pursuant from time to the Offer (andtime thereafter, 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 up to such number of directors, directors (rounded up to the next whole number, ) on the Company Board equal to the product of Directors (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3(a)); and (ii) a fraction, the numerator of which is the number of Shares owned by Purchaser and Parent (giving effect to Shares accepted for payment pursuant to the Offer), and the denominator of which is the total number of then outstanding Shares. In furtherance thereof, the Company and the Company Board shall, after the purchase of and payment for Shares by Purchaser pursuant to the Offer, promptly increase the size of the Company Board or secure the resignations of such number of directors as will give Merger Subsidiaryis necessary to enable Parent’s designees to be so elected to the Company Board, and shall cause Parent’s designees to be so elected. In addition, subject to compliance with applicable Law, the Company shall cause the individuals so designated by Parent to constitute substantially the same percentage (rounding up where appropriate) of each committee of the Company Board as the percentage represented by such individuals on the Company Board as a whole. (b) The Company’s obligations under Section 1.3(a) to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act, representation on Act and Rule 14f-1 promulgated thereunder. The Company shall promptly file with the Board of Directors of the Company equal SEC and mail to the product holders 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 14f-1 promulgated thereunderthereunder and shall promptly take all other actions reasonably required to effect the appointment of Parent’s designees pursuant to Section 1.3(a). Purchaser and Parent will supply the Company with, and will be solely responsible for, any information with respect to them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1, and the Company’s obligations under Section 1.3(a) and this Section 1.3(b) shall be conditioned upon receipt of such information. (c) Notwithstanding the foregoing provisions of this Section 1.3, Purchaser, Parent and the Company shall make such mailing with use their respective reasonable best efforts to cause the mailing Company Board to include, at all times prior to the Effective Time, at least three (3) 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 members of the Company and/or obtain Board, selected by members of the resignation Company Board, who (x) were directors of such number of its current directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed the Company immediately prior to the Company's Board Acceptance Time (y) are not officers of Directors as provided abovethe Company and (z) are independent directors for purposes of the continuing listing requirements of Nasdaq (the “Continuing Directors”); provided, however, that if at any time prior to the Effective Acceptance Time there shall be fewer than three (as defined in Section 2.033) the Board of Continuing Directors of on the Company shall always have at least two (2) members who are neither officersBoard for any reason, 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 Board shall have at least one (1cause the person(s) 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 designated by the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person Continuing Director(s) 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 of the Company then in office shall designate three (3) persons to fill such vacancies who are not directors, officers, employees, stockholders, designees or Affiliates of Purchaser or Parent and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. Following the election or appointment of Merger Subsidiary's Parent’s designees to the Company's Company Board of Directors pursuant to this Section 1.03 1.3(a) and prior to until the Effective Time Time, the approval of a majority of the Continuing Directors (or the approval of the sole Continuing Director if there shall be only one (1) Continuing Director) shall be required to authorize: (i) any amendment or modification to, or termination of of, or any agreement to amend, modify or terminate, this Agreement by or on behalf of 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 Purchaser or Parent or Merger Subsidiary under this Agreement or Agreement; (iii) any exercise or waiver of any of the Company's ’s rights hereunder shallor remedies hereunder; (iv) any amendment to the Company’s Charter Documents; (v) any authorization of any agreement between the Company and any of the Company Subsidiaries, on the one hand, and Purchaser, Parent or any of their Affiliates on the other hand; (vi) the taking of any other action by the Company in connection with this Agreement or the transactions contemplated hereby required to be taken by the Company Board as contemplated by this Agreement; or (vii) any such caseother action not contemplated by this Agreement that could adversely affect the rights of the Company’s stockholders hereunder. Following the election or appointment of Parent’s designees to the Company Board pursuant to Section 1.3(a) and until the Effective Time, require any action by the concurrence Company with respect to the enforcement of this Agreement by the Company shall be effected only by and at the direction of a majority of the directors Continuing Directors (or the action of the sole Continuing Director if there shall only be one (1) Continuing Director then in office), and any such authorization or direction shall constitute the authorization and direction of the full Company Board with respect thereto, and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize, or for the Company to take, any such action. The Continuing Directors shall have the authority to retain such counsel and other advisors at the expense of the Company then in office who are not Merger Subsidiary Insidersas reasonably determined by the Continuing Directors and any such reasonable expenses shall be paid by the Company promptly upon written request by the Continuing Directors.

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 to the Company's Board of Directors, with Purchaser's designees being allocated as evenly as possible among the classes of directors. Subject Notwithstanding the foregoing, in the event that Purchaser's designees are to applicable lawbe appointed or elected to the Board of Directors, until the Effective Time, such Board of Directors shall have at least three directors who are directors on the date of this Agreement and who are not officers of 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 StatementIndependent Directors"), provided that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there shall be only one remaining) containing shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement. An affirmative vote of a majority of the information required by Independent Directors shall be obtained prior to the Company entering into any material transaction with Parent, Purchaser or any affiliate thereof. (b) In the event the Company's obligation to appoint or elect designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunder, and Parent shall give the Company reasonable notice of its intention to exercise its rights under Section 7.07(a) and, after receipt of such notice, the Company shall make promptly take such mailing with the mailing of action as may be required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 7.07 and shall include in the Schedule 14D-9 (provided that Parent and Merger Subsidiary shall have provided or a separate Rule 14f-1 Statement to shareholders such information with respect 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 and its current officers and directors as is necessary required under Section 14(f) and Rule 14f-1 to enable Merger Subsidiary's designees to be elected or appointed fulfill its obligations under this Section 7.07. Parent shall provide to the Company's Board of Directors as provided above; providedCompany and be solely responsible for all information relating to Parent and Purchaser and their nominees, 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 directors and affiliates ("Merger Subsidiary Insiders"required by Section 14(f) 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 InsidersRule 14f-1.

Directors of the Company. (a) Promptly upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary the Purchaser 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 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 Purchaser, promptly exercise its best efforts to secure the resignations of such time, subject number of directors 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 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 law, promptly either increase constitute at least the size 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 and the Board of Directors of each of the Company's Subsidiaries. Notwithstanding the foregoing, if Shares are purchased pursuant to the Offer, there shall be until the Effective Time at least three members of the Company's Board of Directors who are directors on the date hereof and are not employees of the Company. (b) The Company and/or obtain shall promptly take all actions required pursuant to Section 14(f) of the resignation of Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders together with the Schedule 14D-9 the information required by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryParent's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that prior Directors. 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 execution of this Agreement. , Parent and the Purchaser will supply the Company and be solely responsible for any information with respect to them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election of Merger SubsidiaryParent's designees to the Company's Board of Directors pursuant to this Section 1.03 and 1.3, 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 the Purchaser under this Agreement Agreement, or (iii) any waiver of any 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 neither were designated by the Purchaser nor are not Merger Subsidiary Insidersemployees of the Company (the "Independent Director Approval").

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 directors of the Company to resign as may be designated by Merger 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 “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 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 Sub or any of their respective affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement). (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders together 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 by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger Subsidiary's Purchaser’s designees to be elected or appointed to the Company's Board Board. Purchaser and Merger Sub will supply the Company and be solely responsible for any information with respect to them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election of Directors as provided above; provided, however, that prior Purchaser’s designees to the Effective Time (as defined in Board pursuant to this 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") 1.3 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 Purchaser or Merger Subsidiary Sub under this Agreement Agreement, or (iii) any waiver of any of the Company's ’s rights hereunder or any other action that could adversely effect in any material respect the rights of the Company’s stockholders hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who neither were designated by Purchaser nor are not Merger Subsidiary Insidersemployees of the Company (the “Independent Director Approval”).

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 directors of the Company to resign as may be designated by Merger 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 “Continuing Director”). In addition to any indemnification rights pursuant to this Agreement or the Company’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 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 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 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 Sub or any of their respective Affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement). (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders together 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 by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger Subsidiary's Purchaser’s designees to be elected or appointed to the Company's Board Board. Purchaser and Merger Sub will supply the Company and be solely responsible for any information with respect to them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election of Directors as provided above; provided, however, that prior Purchaser’s designees to the Effective Time (as defined in Board pursuant to this 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") 1.3 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 Purchaser or Merger Subsidiary Sub under this Agreement Agreement, or (iii) any waiver of any of the Company's ’s rights hereunder or any other action that could adversely effect in any material respect the rights of the Company’s stockholders hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who neither were designated by Purchaser nor are not Merger Subsidiary Insidersemployees of the Company (the “Independent Director Approval”).

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 (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; each such director shall both be "disinterested" as defined in Section 2.03302A.673 Subd. 1(d) of the 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 MBCA and the Company's Bylaws. (b) The Company shall immediately take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders together with the Schedule 14D-9 the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Purchaser's designees to be elected to the Company's Board of Directors. Purchaser and Merger Sub will supply the Company shall always have at least two (2) members who are neither and be solely responsible for any information with respect to them and their nominees, officers, directors, stockholders or designees of Merger Subsidiary or any of its directors and affiliates ("Merger Subsidiary Insiders"required by such Section 14(f) and each committee of the Board of Directors of the Company shall have at least one Rule 14f-1. (1c) 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 SubsidiaryPurchaser's designees to the Company's Board of Directors pursuant to this Section 1.03 1.3 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 Purchaser or Merger Subsidiary Sub under this Agreement Agreement, or (iii) any waiver of any 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 neither were designated by Merger Sub nor are not Merger Subsidiary Insidersemployees of the Company (the "Independent Director Approval").

Directors of the Company. Promptly (a) Composition of the Company Board and Committees. Subject to compliance with applicable Law, promptly upon the acceptance ------------------------ for payment of and payment for any Shares by Merger Subsidiary pursuant to the Offer (andAcceptance Time, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e)Parent, the exercise of the Option as contemplated by Section 1.01(e))in accordance with applicable Law, Merger Subsidiary shall be entitled to designate such the number of directors, rounded up to the next whole number, on the Board of Directors of constituting 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 that equals the product of (ai) the total number of directors on the Company Board (giving effect to the election of Directors of the Company directors designated and elected by Parent pursuant to this Section 1.3(a)) and (bii) the percentage that such the number of votes represented by Shares so purchased and Shares otherwise held beneficially owned by Parent and its affiliates, if any, Subsidiaries (including Shares purchased pursuant to the Offer) bears to the total number of votes represented by Shares then outstanding. The Company shall, and upon the Company shall at such timewritten request of Parent, subject to applicable law, promptly cause Merger Subsidiary's Parent’s designees to be so elected by its existing Board of Directors. Subject or appointed to applicable law, the Company Board at the Acceptance Time, including, if necessary, by increasing the total number of Company directorships (including by action of the Company Board to increase the size of the Company Board), and securing resignations of incumbent directors. The Company shall take all action requested also, at the written request of Parent, promptly cause individuals designated by Parent necessary to effect any constitute the number of members, rounded up to the next whole number, that represents the same percentage as such electionindividuals represent on the Company Board, including mailing on (A) each committee of the Company Board and (B) each board of directors (or similar body) of each Subsidiary of the Company (and each committee (or similar body) thereof) at the Acceptance Time. (b) Rule 14f-1. The Company’s obligations to its stockholders appoint Parent’s designees to the information statement (the "Information Statement") containing the information required by Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14(f)-1 14f-1 promulgated thereunder, and the . The Company shall make such promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with the mailing of the Schedule 14D-9 (provided that Parent and Merger Subsidiary shall have provided respect to the Company on a timely basis all and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3 which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information required to be included in the Information Statement with respect to Merger Subsidiary's designees). In connection with itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the foregoing, the Company will, Company’s obligations under Section 1.3(a) hereof shall be subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation receipt of such number information. The provisions of its current directors as is necessary this Section 1.3 are in addition to enable and shall not limit any rights that Parent, 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 Sub or any of its affiliates ("Merger Subsidiary Insiders") and each committee their Affiliates may have as a holder or beneficial owner of the Board shares of Directors Company Common Stock as a matter 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 applicable Law with respect 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 directors 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 Insidersotherwise.

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 SubsidiaryPurchaser's designeesdesignees and (iii) compliance with any 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. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a). In connection , including mailing to stockholders together with the foregoing, Schedule 14D-9 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 information required by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryPurchaser's designees to be elected or appointed to the CompanyBoard. Parent, Holdco, Xxxxxxxx and Purchaser will supply the Company and be solely responsible for any information with respect to them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election of Purchaser's Board of Directors as provided above; provided, however, that prior designees to the Effective Time (as defined in Board pursuant to this 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") 1.3 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 Parent, Holdco, Xxxxxxxx or Merger Subsidiary Purchaser under this Agreement Agreement, or (iii) any waiver of any conditions in Section 6.1 or 6.3 by the Company or any of the Company's rights hereunder or any other action that could adversely affect in any material respect the rights of the Company's stockholders hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who neither were designated by Parent, Holdco, Purchaser, Xxxxxxxx or any of their affiliates nor are not Merger Subsidiary Insidersemployees of the Company (the "INDEPENDENT DIRECTOR APPROVAL").

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 an officer of the Company or any of its Subsidiaries (the “Independent Director”); provided, however, that notwithstanding the foregoing, in no event shall the requirement to have at least one Independent Director result in Parent’s designees constituting less than a Merger Subsidiary Insider. If majority of the directors on the Company’s Board of Directors unless Parent shall have failed to designate a sufficient number of persons to constitute at least a majority. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to the Company’s stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Purchaser the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company’s obligations under Section 1.3(a). The Company’s obligations to appoint Parent’s designees to the Company’s Board of Directors pursuant to Section 1.3(a) shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder and to Parent’s compliance with its obligations under the following sentence. Parent and Purchaser shall supply the Company such information with respect to Parent and Purchaser and their nominees, officers, directors who are not Merger Subsidiary Insiders and Affiliates required by such Section 14(f) and Rule 14f-1 as is reduced below two necessary in connection with the appointment of any of Parent’s designees under Section 1.3(a), and Parent and Purchaser shall be solely responsible for the accuracy and completeness of such information. (2c) for any reason Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and prior to the Effective Time, the approval by affirmative vote or written consent of all of the Independent Directors then the remaining director who is not a Merger Subsidiary Insider in office (or, if there shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who only one Independent Director then in office, the Independent Director) (the “Independent Director Approval”) shall be a director not deemed required to be a Merger Subsidiary Insider for all purposes authorize (and such authorization shall constitute the authorization of this Agreement. Following the election of Merger Subsidiary's designees to the Company's ’s Board of Directors pursuant and no other action on the part of the Company, including any action by any other committee thereof or any other director of the Company, shall, unless otherwise required by applicable Law, be required or permitted to this Section 1.03 and prior to the Effective Time authorize) (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 obligation or action under this Agreement by Parent or Purchaser, (iii) any waiver, exercise or enforcement of any of the obligations or other acts of Parent or Merger Subsidiary Company’s rights under this Agreement or (iiiiv) any waiver amendment of the certificate of incorporation or by-laws 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 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 directors of the Company to resign as may be designated by Merger 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 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, as amended, 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 of its Subsidiaries 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 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 Sub or any of their respective Affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement). (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders together 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 by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger Subsidiary's Purchaser’s designees to be elected or appointed to the Board. Purchaser and Merger Sub will supply the Company with, and will be solely responsible for any information with respect to them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1, and the Company's Board ’s obligations shall be conditioned upon receipt of Directors as provided above; providedsuch information, howevernor shall the Company be required to take any course of action that would, that prior upon advice of counsel, be reasonably likely to violate applicable Law. (c) Following the election of Purchaser’s designees to the Effective Time (as defined in Board pursuant to this 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") 1.4 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 material amendment or termination of this Agreement by the Company, (ii) any material extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent Purchaser or Merger Subsidiary Sub under this Agreement Agreement, or (iii) any waiver of any of the Company's ’s rights hereunder or any other action that could adversely effect in any material respect the rights of the Company’s stockholders hereunder shall, in any such case, require the concurrence of a majority of the directors Continuing Directors then in office. If at any time prior to the Effective Time there shall be in office less than two Continuing Directors, the provisions of the Company then in office last sentence of Section 1.4(a) shall apply to appoint persons who are not shall be deemed to be Continuing Directors for purposes of this Section 1.4(c). Following their appointment, and prior to the Effective Time, neither Purchaser nor Merger Subsidiary InsidersSub shall without cause take any action to remove the Continuing Directors.

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, 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 the Parent Subsidiaries bears to the total number of Shares then outstanding. In furtherance thereof, the Company shall, upon request of Parent, promptly cause Parent’s designees (and any replacement designees in the event that any designee shall no longer be on the Company Board) to be so appointed or elected to the Company Board and, in furtherance thereof, to the extent necessary, increase the size of the Company Board, obtain the resignation of such number of its directors or amend the Company Bylaws as will is necessary to give Merger Subsidiaryeffect to the 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 (i) each committee of the Company Board, subject to compliance with Section 14(fapplicable 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 Exchange Actforegoing, representation on until the Effective Time, the Company Board of Directors shall have at least two (2) directors who are, or who have been nominated by, directors of the Company equal on the date of this Agreement. (b) In the event that Parent’s designees are elected or appointed to the product Company Board pursuant to Section 1.8(a), until the Effective Time, the Company Board shall have at least such number of directors as may be required by the Nasdaq Marketplace Rules or the federal securities Laws who are considered independent directors within the meaning of such rules and Laws (a) “Independent Directors”); provided, however, that in such event, if the number of Independent Directors shall be reduced below the number of directors on as may be required by such rules or securities Laws for any reason whatsoever, the Board remaining Independent Director(s) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no other Independent Director then remains, the other directors shall designate such number of directors as may be required by the rules of Nasdaq and the federal securities Laws, to fill such vacancies who shall not be stockholders or affiliates of Parent or the Purchaser, and such Persons shall be deemed to be Independent Directors for purposes of this Agreement. Notwithstanding the provisions of this subsection (b), at all times from the election of Parent’s designees in accordance with Section 1.8(a) through the Effective Time, Parent’s designees shall constitute a majority of the Company and Board. (bc) 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 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 promptly take all action requested by Parent necessary actions required pursuant 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 thereunderthereunder in order to fulfill its obligations under Section 1.8(a), including mailing to the stockholders of the Company the information required by such Section 14(f) and Rule 14f-1 (which the Company shall make such mailing mail together with the mailing of the Schedule 14D-9 (provided that if it receives from Parent and Merger Subsidiary the Purchaser the information below on a basis timely to permit such mailing). Parent and the Purchaser shall have provided to supply the Company on a timely basis all such information required to be included in the Information Statement with respect to Merger Subsidiary's designees). In Parent and the Purchaser and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 as is necessary in connection with the foregoingappointment of any of Parent’s designees under Section 1.8(a). The provisions of Section 1.8(a) are in addition to and shall not limit any rights that the Purchaser, 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 Parent or any of its their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. ("Merger Subsidiary Insiders"d) Following the election or appointment of Parent’s designees pursuant to Section 1.8(a) 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, the approval by affirmative vote or written consent of all of the Independent Directors then in office (the remaining director who is not a Merger Subsidiary Insider “Independent Director Approval”) shall be entitled required 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 authorize (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for performance of any obligation or action under this Agreement by Parent or the performance Purchaser, (iii) any waiver, exercise or enforcement of any of the obligations or other acts of Parent or Merger Subsidiary Company’s rights under this Agreement or (iiiiv) any waiver amendment of the Company's rights hereunder shall, Company Certificate or Company Bylaws in a manner that adversely affects holders of Company Common Stock. The authorization of any such case, require the concurrence of matter by a majority of the directors Independent Directors shall, to the extent permitted by applicable Law, constitute the authorization of such matter by the Company Board, and no other action on the part of the Company then or any other director of the Company shall be required to authorize such matter. (e) The parties hereto agree to reasonably cooperate to complete the Internal Reorganization (as defined below) steps required to be completed prior to the Closing, in office who are a manner that is tax efficient and that does not Merger Subsidiary Insidersadversely affect the parties hereto or the stockholders of the Company.

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 appointed to the Board of Directors of the Company and shall cause Parent's designees to be so appointed. Effective upon the acceptance of Company Shares by Parent or any of its existing 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 is on the Company's Board of Directors after giving effect to the foregoing changes to the composition of the Company's Board of Directors. Subject to applicable lawNotwithstanding the foregoing, there shall be until the Effective Time at least two members of the Company's Board of Directors who are directors of the Company prior to consummation of the Offer (each, a "Continuing Director"). The Company and its Board of Directors shall promptly take all action requested by Parent legally available actions as may be necessary to effect any such electioncomply with their obligations under this Section 2.3(a), including mailing all actions as may be permitted under the URBCA and the Company's Articles of Incorporation and Bylaws. (b) The Company shall comply with and immediately take all actions required pursuant 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 thereunderthereunder in order to fulfill its obligations under Section 2.3(a), and the Company shall make such including mailing to shareholders, together with the mailing of Schedule 14D-9, 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 by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryParent'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 Directors. Parent will supply the Company shall always have at least two (2) members who are neither and be solely responsible for any information with respect to Parent, its designees and its nominees, officers, directors, stockholders or designees of Merger Subsidiary or any of its directors and affiliates ("Merger Subsidiary Insiders"required by such Section 14(f) and each committee of the Board of Directors of the Company shall have at least one Rule 14f-1. (1c) 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 appointment of Merger SubsidiaryParent's designees to the Company's Board of Directors pursuant to this Section 1.03 2.3 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 Agreement, or (iii) any waiver of any of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company Continuing Directors then in office who are not Merger Subsidiary Insidersoffice.

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 an officer of the Company or any of its subsidiaries (the "INDEPENDENT DIRECTOR"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least one Independent Director result in Parent's designees constituting less than a Merger Subsidiary Insider. If majority of the number directors on the 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 Directors unless Parent shall be entitled have failed to designate a person sufficient number of persons to fill constitute at least a majority. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to the Company's stockholders the information required by such vacancy who Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Purchaser the information below on a basis timely to permit such mailing) as is not a Merger Subsidiary Insider and who shall be a director not deemed necessary to be a Merger Subsidiary Insider for all purposes of this Agreementfulfill the Company's obligations under Section 1.3(a). Following the election of Merger SubsidiaryThe Company's obligations to appoint Parent's designees to the Company's Board of Directors pursuant to this Section 1.03 1.3(a) shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder and to Parent's compliance with its obligations under the following sentence. Parent and Purchaser shall supply the Company such information with respect to Parent and Purchaser and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment of any of Parent's designees under Section 1.3(a), and Parent and Purchaser shall be solely responsible for the accuracy and completeness of such information. (c) Following the election or appointment of Parent's designees pursuant to Section 1.3(a) and prior to the Effective Time Time, the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) (the "INDEPENDENT DIRECTOR APPROVAL") shall be required to authorize (and such authorization shall constitute the authorization of the Company's Board of Directors and no other action on the part of the Company, including any action by any other committee thereof or any other director of the Company, shall, unless otherwise required by applicable Law, be required or permitted to authorize) (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 obligation or action under this Agreement by Parent or Purchaser, (iii) any waiver, exercise or enforcement of any of the obligations or other acts of Parent or Merger Subsidiary Company's rights under this Agreement or (iiiiv) any waiver amendment of the certificate of incorporation or by-laws 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 (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 directors of the Company to resign as may be designated by Merger 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 Continuing Directors. In addition to any indemnification rights pursuant to this Agreement or the Company's Articles of Incorporation, as amended, 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 of its Subsidiaries 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 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 Sub or any of their respective Affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement). (ii) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders together 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 by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryPurchaser's designees to be elected or appointed to the Board. Purchaser and Merger Sub will supply the Company with, and will be solely responsible for any information with respect to them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1, and the Company's Board obligations shall be conditioned upon receipt of Directors as provided above; providedsuch information, howevernor shall the Company be required to take any course of action that would, that prior upon advice of counsel, be reasonably likely to violate applicable Law. (iii) Following the election of Purchaser's designees to the Effective Time (as defined in Board pursuant to this 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") 1.4 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 material amendment or termination of this Agreement by the Company, (ii) any material extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent Purchaser or Merger Subsidiary Sub under this Agreement Agreement, or (iii) any waiver of any of the Company's rights hereunder or any other action that could adversely effect in any material respect the rights of the Company's stockholders hereunder shall, in any such case, require the concurrence of a majority of the directors Continuing Directors then in office. If at any time prior to the Effective Time there shall be in office less than two Continuing Directors, the provisions of the Company then in office last sentence of Section 1.4(a) shall apply to appoint persons who are not shall be deemed to be Continuing Directors for purposes of this Section 1.4(c). Following their appointment, and prior to the Effective Time, neither Purchaser nor Merger Subsidiary InsidersSub shall without cause take any action to remove the Continuing Directors.

Directors of the Company. Promptly (a) Effective upon the acceptance ------------------------ for payment of and payment for any Shares by Merger Subsidiary shares of Common Stock pursuant to the Offer and the deposit of funds sufficient to fund such payment with the depositary for the Offer (and, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e“Director Effective Time”), the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary Parent shall be entitled to designate such number all but one of directors, rounded up the directors to the next whole number, on the Company Board of Directors and all of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) directors 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 each Subsidiary of the Company and Company Joint Venture (b) or, in the percentage that case of Subsidiaries or Company Joint Ventures as to which the Company is entitled to appoint less than all of the directors pursuant to contractual arrangements with third parties, then such number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, bears directors as the Company is entitled to the number of votes represented by Shares outstandingappoint), 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 actions 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 cause Parent’s designees to be elected or appointed to the Company's Company Board of Directors as including using its commercially reasonable best efforts to obtain resignations from incumbent directors, provided above; provided, however, however that prior to the Effective Time Remaining Director (as defined in Section 2.03below) shall not be required to resign from the Company Board of Directors of and shall not be removed from 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 until the Effective Time, then the remaining director who is not a Merger Subsidiary Insider until which time such Remaining Director shall be entitled constituted as a one-person committee of the Company Board of Directors with the authority 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 act as expressly provided in this Agreement. Following The “Remaining Director” means one of the election members of Merger Subsidiary's designees to the Company's Company Board of Directors pursuant serving as a member of the Special Committee as of the date of this Agreement chosen in the following manner: the Special Committee shall propose two of such directors as candidates to this Section 1.03 serve as the Remaining Director and prior Parent shall choose one of the two proposed directors, which director shall be the Remaining Director. Immediately following the Director Effective Time, subject to the Effective Time provisions of the previous sentence, the Company shall take all action necessary to cause individuals designated by Parent to constitute (i) any amendment or termination a majority of this Agreement by each committee (other than the CompanySpecial Committee, which shall be terminated as of the Director Effective Time) of the Company Board of Directors and (ii) any extension or waiver by all members of each board of directors (and each committee thereof) of each Subsidiary of 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 and Company Joint Venture (iii) any waiver of the Company's rights hereunder shallor, in any such case, require the concurrence case of a majority Subsidiaries or Company Joint Ventures as to which the Company is entitled to appoint less than all of the directors pursuant to contractual arrangements with third parties, then such number of directors as the Company then is entitled to appoint), in office who are not Merger Subsidiary Insiderseach case to the fullest extent permitted by applicable Law.

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 an officer of the Company or any of its subsidiaries (the "Independent Director"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least one Independent Director result in Parent's designees constituting less than a Merger Subsidiary Insider. If majority of the number directors on the 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 Directors unless Parent shall be entitled have failed to designate a person sufficient number of persons to fill constitute at least a majority. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to the Company's stockholders the information required by such vacancy who Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Purchaser the information below on a basis timely to permit such mailing) as is not a Merger Subsidiary Insider and who shall be a director not deemed necessary to be a Merger Subsidiary Insider for all purposes of this Agreementfulfill the Company's obligations under Section 1.3(a). Following the election of Merger SubsidiaryThe Company's obligations to appoint Parent'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.to

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

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 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 law, promptly either increase constitute at least the size of 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. Notwithstanding the foregoing, if shares of Company and/or obtain Common Stock are purchased pursuant to the resignation 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. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.03(a), including mailing to stockholders together with the Schedule 14D-9 the information required by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryParent'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 Directors. Parent and Merger Sub will supply the Company shall always have at least two (2) members who are neither and be solely responsible for any information with respect to them and their nominees, officers, directors, stockholders or designees of Merger Subsidiary or any of its directors and affiliates ("Merger Subsidiary Insiders"required by such Section 14(f) and each committee of the Board of Directors of the Company shall have at least one Rule 14f-1. (1c) 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 SubsidiaryParent's designees to the Company's Board of Directors pursuant to this Section 1.03 and 1.03, 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 Sub under this Agreement Agreement, or (iii) any waiver of any 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 neither were designated by Parent nor are not Merger Subsidiary Insidersemployees of the Company (the "INDEPENDENT DIRECTOR APPROVAL").

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 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 law, promptly either increase constitute at least the size of 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. Notwithstanding the foregoing, if shares of Company and/or obtain Common Stock are purchased pursuant to the resignation 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. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.03(a), including mailing to stockholders together with the Schedule 14D-9 the information required by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryParent'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 Directors. Parent and Merger Sub will supply the Company shall always have at least two (2) members who are neither and be solely responsible for any information with respect to them and their nominees, officers, directors, stockholders or designees of Merger Subsidiary or any of its directors and affiliates ("Merger Subsidiary Insiders"required by such Section 14(f) and each committee of the Board of Directors of the Company shall have at least one Rule 14f-1. (1c) 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 SubsidiaryParent's designees to the Company's Board of Directors pursuant to this Section 1.03 and 1.03, 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 Sub under this Agreement Agreement, or (iii) any waiver of any 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 neither were designated by Parent nor are not Merger Subsidiary Insidersemployees of the Company (the "Independent Director Approval") .

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 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 law, promptly either increase constitute at least the size of 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. Notwithstanding the foregoing, if shares of Company Common Stock 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 nor designees, stockholders, affiliates or associates (within the resignation meaning of the federal securities laws) of Parent (such number 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. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its current directors obligations under Section 1.03(a), including mailing to Stockholders together with the Schedule 14D-9 the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryParent'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 Directors. Parent and Merger Sub will supply the Company shall always have at least two (2) members who are neither and be solely responsible for any information with respect to them and their nominees, officers, directors, stockholders or designees of Merger Subsidiary or any of its directors and affiliates ("Merger Subsidiary Insiders"required by such Section 14(f) and each committee of the Board of Directors of the Company shall have at least one Rule 14f-1. (1c) 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 SubsidiaryParent's designees to the Company's Board of Directors pursuant to this Section 1.03 and 1.03, 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 Sub under this Agreement Agreement, or (iii) any waiver of any of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of Independent Directors (the Company then in office who are not Merger Subsidiary Insiders"INDEPENDENT DIRECTOR APPROVAL").

Directors of the Company. (a) Promptly upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary the Purchaser or any of its affiliates 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 (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 Purchaser, 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 the 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 shall cause 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 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 the Parent, also cause directors designated by the Parent to applicable law, promptly either increase constitute at least the size of 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. 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. (b) The Company and/or obtain shall promptly take all actions required pursuant to Section 14(f) of the resignation of Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to shareholders together with the Schedule 14D-9 the information required by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger Subsidiarythe Parent's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that prior to Directors. The Parent and the Effective Time (as defined in Section 2.03) the Board of Directors of Purchaser will supply the Company shall always have at least two (2) members who are neither and be solely responsible for any information with respect to them and their nominees, officers, directors, stockholders or designees of Merger Subsidiary or any of its directors and affiliates ("Merger Subsidiary Insiders"required by such Section 14(f) and each committee of the Board of Directors of the Company shall have at least one Rule 14f-1. (1c) 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 Subsidiarythe Parent's designees to the Company's Board of Directors pursuant to this Section 1.03 and 1.3, 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 the Parent or Merger Subsidiary the Purchaser under this Agreement Agreement, or (iii) any waiver of any 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 neither were designated by the Purchaser nor are not Merger Subsidiary Insidersemployees of the Company (the "Independent Director Approval").

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. (a) Promptly upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary the Purchaser or any of its affiliates 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 (giving effect to the directors designated by the Parent pursuant to this sentence) by the percentage that the number of Shares so accepted for payment bears to the total number of Shares then outstanding. In furtherance thereof, the Company shall, upon request of the Purchaser, promptly increase the size of its Board of Directors or exercise its best efforts to 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 enable the number of votes represented by Shares outstanding, and the Company shall at such time, subject to applicable law, cause Merger SubsidiaryParent's designees to be so elected to the Company's Board and shall cause the Parent's designees to be so elected. At such time, the Company shall, if requested by its existing the Parent, also cause directors designated by the Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Significant Subsidiary (as hereinafter defined) of the Company, and (iii) each committee (or similar body) of each such board. Subject Notwithstanding the foregoing, if Shares are purchased pursuant to applicable lawthe Offer, there shall be until the Effective Time at least one member of the Company's Board of Directors who is a director on the date hereof and is not an employee of the Company. (b) The Company shall promptly take all action requested by Parent necessary actions required pursuant 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 Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14(f)-1 14f-1 promulgated thereunderthereunder in order to fulfill its obligations under Section 1.3(a), and the Company shall make such including mailing to stockholders together 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 by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger Subsidiarythe Parent's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that prior to Directors. The Parent and the Effective Time (as defined in Section 2.03) the Board of Directors of Purchaser will supply the Company shall always have at least two (2) members who are neither and be solely responsible for any information with respect to them and their nominees, officers, directorsdirectors and affiliates required by such Section 14(f) and Rule 14f- 1. The provisions of this Section 1.3 are in addition to and shall not limit any rights which the Purchaser, stockholders or designees of Merger Subsidiary the Parent or any of its their affiliates ("Merger Subsidiary Insiders") and each committee may have as a holder or beneficial owner of Shares as a matter of law with respect to the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number election of directors who are not Merger Subsidiary Insiders is reduced below two or otherwise. (2c) 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 Subsidiarythe Parent's designees to the Company's Board of Directors pursuant to this Section 1.03 and 1.3, prior to the Effective Time (as hereinafter defined) (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 the Parent or Merger Subsidiary under this Agreement the Purchaser, or (iii) any waiver of any 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 neither were designated by the Purchaser nor are not Merger Subsidiary Insidersemployees of the Company (the "Independent Director Approval").

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 designeesPurchaser’s designees and (iii) compliance with any 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. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a). In connection , including mailing to stockholders together with the foregoing, Schedule 14D-9 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 information required by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger Subsidiary's Purchaser’s designees to be elected or appointed to the Company's Board Board. Parent, Holdco, Hxxxxxxx and Purchaser will supply the Company and be solely responsible for any information with respect to them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election of Directors as provided above; provided, however, that prior Purchaser’s designees to the Effective Time (as defined in Board pursuant to this 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") 1.3 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 Parent, Holdco, Hxxxxxxx or Merger Subsidiary Purchaser under this Agreement Agreement, or (iii) any waiver of any conditions in Section 6.1 or 6.3 by the Company or any of the Company's ’s rights hereunder or any other action that could adversely affect in any material respect the rights of the Company’s stockholders hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who neither were designated by Parent, Holdco, Purchaser, Hxxxxxxx or any of their affiliates nor are not Merger Subsidiary Insidersemployees of the Company (the “Independent Director Approval”).

Directors of the Company. Promptly upon (i) The parties hereto shall take all actions necessary so that immediately following the acceptance ------------------------ for payment Effective Time, the Company Board shall be comprised of seven (7) individuals, each of whom shall satisfy all applicable regulatory requirements, including two (2) individuals set forth on Schedule 1.5(a) of the Otonomo Disclosure Schedules (the “Otonomo Representatives”). The Company Board shall be divided into three (3) classes, Class I, which shall have three (3) members that are subject to re-election at the Company’s first annual stockholder meeting following Closing, Class II, which shall have two (2) members that are subject to re-election at the Company’s second annual stockholder meeting following Closing, and payment for any Shares by Merger Subsidiary Class III, which shall have two (2) members that are subject to re-election at the Company’s third annual stockholder meeting following Closing, with members of each class serving staggered three (3)-year terms. One (1) Otonomo Representative shall be designated as a Class II director of the Company Board and one (1) Otonomo Representative shall be designated as a Class III director of the Company Board. (ii) The Otonomo Representatives shall be qualified to serve on the Company Board 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 Company’s corporate governance policies and at least one Otonomo Representative 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 an independent director (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) for purposes of the Exchange Act and Rule 14(f)-1 the rules promulgated thereunder) as may be required by Nasdaq, and in each case, as reasonably determined by the Company after consultation in good faith with Xxxxxxx. The Otonomo Representatives shall make such mailing remain in office pursuant to the “Class” to which they are designated until the date of their resignation or until their respective successors are duly elected or appointed and qualified in accordance with the mailing of A&R Charter and A&R Bylaws, as amended from time to time, as 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 willcase may be, subject to the earlier death, disability, disqualification, resignation, or removal, in each case, determined in accordance with the Company’s generally applicable law, promptly either increase the size of the Board of Directors of policies and procedures established by 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 duly authorized committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insiderthereof. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to At the Effective Time, then the remaining director who is not a Merger Subsidiary Insider Company 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 execute an indemnification agreement with each Otonomo Representative on terms substantially consistent with the election of Merger Subsidiary's designees to terms set forth in 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 ’s indemnification agreements with its 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 Insidersdirectors.

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 be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, Units of Preferred Stock (to the extent available), and then, if necessary, cash, which Units and/or cash have an aggregate value equal to the Spread. (b) In the event that the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Units of Preferred Stock entitling them (for a period expiring within 45 calendar days after such record date) to subscribe for or purchase Units of Preferred Stock (or shares having the same rights, privileges and preferences as the Preferred Stock ("equivalent preferred stock")) or securities convertible into Units of Preferred Stock or equivalent preferred stock at least one a price per Unit of Preferred Stock or equivalent preferred share (1or having a conversion price per share, if a security convertible into Units of Preferred Stock or equivalent preferred stock) member who is not less than the then current per share market price of a Merger Subsidiary Insider. If Unit of Preferred Stock (as determined pursuant to Section 11(d)) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of directors who are not Merger Subsidiary Insiders is reduced below two Units of Preferred Stock outstanding on such record date plus the number of Units of Preferred Stock which the aggregate offering price of the total number of Units of Preferred Stock and/or equivalent preferred stock so to be offered (2and/or the aggregate initial conversion price of the convertible securities so to be offered) for any reason prior to would purchase at such current market price and the Effective Time, then the remaining director who is not a Merger Subsidiary Insider denominator of which shall be entitled to designate a person to fill the number of Units of Preferred Stock outstanding on such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed record date plus the number of additional Units of Preferred Stock and/or equivalent preferred stock to be a Merger Subsidiary Insider offered for all purposes of this Agreement. Following subscription or purchase (or into which 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.convertible

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, if the number of Independent Directors shall be reduced below two for any reason whatsoever, the parties shall use their commercially reasonable efforts to cause the Board of Directors of the Company to cause the Person designated by the remaining Independent Director to be elected to fill such vacancy, which person shall be deemed to be an Independent Director for all purposes of this Agreement. If no Independent Directors then remain, the other directors of the Company then in office shall designate two Persons to fill such vacancies who will not be directors, officers, employees or affiliates of the Parent, the Merger Sub or the Company, and such persons shall be deemed to be Independent Directors for all purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to its stockholders together with the Schedule 14D-9 the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable the Parent's designees to be elected to the Company's Board of Directors. The Parent and the Merger Sub will supply the Company any information with respect to them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(b) are in addition to and shall not limit any rights that prior any of the Merger Sub, the Parent or any of their respective affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. (c) Following the election or appointment of the Parent's designees pursuant to Section 1.3(a) and 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 officers2.2), 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 shall include at least one Independent Director and the approval of a majority of the Independent Directors shall be required to this Section 1.03 and prior to the Effective Time (i) authorize any amendment of this Agreement or the Company Charter Documents (as defined in Section 3.1(b)), any 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 the Merger Sub or Merger Subsidiary under this Agreement or (iii) the Parent, any waiver of any of the Company's rights or remedies hereunder shallor any action as to which consent, in any such case, require the concurrence of a majority of the directors agreement or action of the Company is required hereunder or in connection herewith; provided, however, if the foregoing provisions of this subsection are invalid or incapable of being enforced under applicable law, then neither the Parent nor the Merger Sub shall approve (either in office who are its capacity as a stockholder or as a party to this Agreement, as applicable), and the Parent and the Merger Sub shall use their commercially reasonable efforts to prevent the occurrence of, such action unless such action shall have received the unanimous approval of the Board of Directors of the Company. The Board of Directors of the Company shall not Merger Subsidiary Insidersdelegate any matter covered by this Section 1.3(c) to any committee of the Board of Directors of the Company unless such committee consists only of Independent Directors.

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, 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 the Parent Subsidiaries bears to the total number of Shares then outstanding. In furtherance thereof, the Company shall, upon request of Parent, promptly cause Parent’s designees (and any replacement designees in the event that any designee shall no longer be on the Company Board) to be so appointed or elected to the Company Board and, in furtherance thereof, to the extent necessary, increase the size of the Company Board, obtain the resignation of such number of its directors or amend the Company Bylaws as will is necessary to give Merger Subsidiaryeffect to the 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 (i) each committee of the Company Board, subject to compliance with Section 14(fapplicable 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 Exchange Actforegoing, representation on until the Effective Time, the Company Board of Directors shall have at least two (2) directors who are, or who have been nominated by, directors of the Company equal on the date of this Agreement. (b) In the event that Parent’s designees are elected or appointed to the product Company Board pursuant to Section 1.8(a), until the Effective Time, the Company Board shall have at least such number of directors as may be required by the Nasdaq Marketplace Rules or the federal securities Laws who are considered independent directors within the meaning of such rules and Laws (a) “Independent Directors”); provided, however, that in such event, if the number of Independent Directors shall be reduced below the number of directors on as may be required by such rules or securities Laws for any reason whatsoever, the Board remaining Independent Director(s) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no other Independent Director then remains, the other directors shall designate such number of directors as may be required by the rules of Nasdaq and the federal securities Laws, to fill such vacancies who shall not be stockholders or affiliates of Parent or the Purchaser, and such Persons shall be deemed to be Independent Directors for purposes of this Agreement. Notwithstanding the provisions of this subsection (b), at all times from the election of Parent’s designees in accordance with Section 1.8(a) through the Effective Time, Parent’s designees shall constitute a majority of the Company and Board. (bc) 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 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 promptly take all action requested by Parent necessary actions required pursuant 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 thereunderthereunder in order to fulfill its obligations under Section 1.8(a), including mailing to the stockholders of the Company the information required by such Section 14(f) and Rule 14f-1 (which the Company shall make such mailing mail together with the mailing of the Schedule 14D-9 (provided that if it receives from Parent and Merger Subsidiary the Purchaser the information below on a basis timely to permit such mailing). Parent and the Purchaser shall have provided to supply the Company on a timely basis all such information required to be included in the Information Statement with respect to Merger Subsidiary's designees). In Parent and the Purchaser and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 as is necessary in connection with the foregoingappointment of any of Parent’s designees under Section 1.8(a). The provisions of Section 1.8(a) are in addition to and shall not limit any rights that the Purchaser, 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 Parent or any of its their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. ("Merger Subsidiary Insiders"d) Following the election or appointment of Parent’s designees pursuant to Section 1.8(a) 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, the approval by affirmative vote or written consent of all of the Independent Directors then in office (the remaining director who is not a Merger Subsidiary Insider “Independent Director Approval“) shall be entitled required 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 authorize (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for performance of any obligation or action under this Agreement by Parent or the performance Purchaser, (iii) any waiver, exercise or enforcement of any of the obligations or other acts of Parent or Merger Subsidiary Company’s rights under this Agreement or (iiiiv) any waiver amendment of the Company's rights hereunder shall, Company Certificate or Company Bylaws in a manner that adversely affects holders of Company Common Stock. The authorization of any such case, require the concurrence of matter by a majority of the directors Independent Directors shall, to the extent permitted by applicable Law, constitute the authorization of such matter by the Company Board, and no other action on the part of the Company then or any other director of the Company shall be required to authorize such matter. (e) The parties hereto agree to reasonably cooperate to complete the Internal Reorganization (as defined below) steps required to be completed prior to the Closing, in office who are a manner that is tax efficient and that does not Merger Subsidiary Insidersadversely affect the parties hereto or the stockholders of the Company.

Directors of the Company. Promptly (a) Company shall, upon request of Acquisition, promptly increase the acceptance ------------------------ for payment size of and payment for any Shares by Merger Subsidiary pursuant its Board of Directors or exercise its reasonable best efforts to secure the Offer (and, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise resignations of the Option as contemplated by Section 1.01(e)), Merger Subsidiary shall be entitled to designate such number of directors, rounded up or both, as is necessary 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 Subsidiaryenable Parent's designees to be so elected by its existing or appointed 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 cause Parent's designees to be included in the Information Statement with respect to Merger Subsidiary's designees)so elected or appointed. In connection with the foregoingAt such time, the Company willshall, subject if requested by Parent, also cause directors designated by Parent and Acquisition to applicable law, promptly either increase constitute at least the size of 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. Notwithstanding the foregoing, if Shares are purchased pursuant to the Offer, until the Effective Time, Parent and Acquisition shall take no action which would cause the Company's Board of Directors to include fewer than two members who are directors on the date hereof and are not employees of the Company. (b) The Company and/or obtain shall promptly take all actions required pursuant to Section 14(f) of the resignation of Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to Shareholders together with the Schedule 14D-9 the information required by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryParent'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 Directors. Parent and Acquisition will supply the Company shall always have at least two (2) members who are neither and be solely responsible for any information with respect to them and their nominees, officers, directors, stockholders or designees of Merger Subsidiary or any of its directors and affiliates ("Merger Subsidiary Insiders"required by such Section 14(f) and each committee of the Board of Directors of the Company shall have at least one Rule 14f-1. (1c) 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 or appointment of Merger SubsidiaryParent's designees to the Company's Board of Directors pursuant to this Section 1.03 and 1.3, 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 Acquisition under this Agreement Agreement, or (iii) any waiver of any 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 neither were designated by Parent nor are not Merger Subsidiary Insidersemployees of the Company, if any.

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 an officer of the Company or any of its Subsidiaries (the "Independent Director"); provided, however, that notwithstanding the foregoing, in no event shall the requirement to have at least one Independent Director result in Parent's designees constituting less than a Merger Subsidiary Insider. If majority of the number directors on the 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 Directors unless Parent shall be entitled have failed to designate a person sufficient number of persons to fill constitute at least a majority. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to the Company's stockholders the information required by such vacancy who Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Purchaser the information below on a basis timely to permit such mailing) as is not a Merger Subsidiary Insider and who shall be a director not deemed necessary to be a Merger Subsidiary Insider for all purposes of this Agreementfulfill the Company's obligations under Section 1.3(a). Following the election of Merger SubsidiaryThe Company's obligations to appoint Parent's designees to the Company's Board of Directors pursuant to this Section 1.03 1.3(a) shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder and to Parent's compliance with its obligations under the following sentence. Parent and Purchaser shall supply the Company such information with respect to Parent and Purchaser and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment of any of Parent's designees under Section 1.3(a), and Parent and Purchaser shall be solely responsible for the accuracy and completeness of such information. (c) Following the election or appointment of Parent's designees pursuant to Section 1.3(a) and prior to the Effective Time Time, the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) (the "Independent Director Approval") shall be required to authorize (and such authorization shall constitute the authorization of the Company's Board of Directors and no other action on the part of the Company, including any action by any other committee thereof or any other director of the Company, shall, unless otherwise required by applicable Law, be required or permitted to authorize) (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 obligation or action under this Agreement by Parent or Purchaser, (iii) any waiver, exercise or enforcement of any of the obligations or other acts of Parent or Merger Subsidiary Company's rights under this Agreement or (iiiiv) any waiver amendment of the certificate of incorporation or by-laws 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 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 designeesPurchaser’s designees and (iii) compliance with any 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. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a). In connection , including mailing to stockholders together with the foregoing, Schedule 14D-9 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 information required by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger Subsidiary's Purchaser’s designees to be elected or appointed to the Company's Board Board. Parent, Holdco, Xxxxxxxx and Purchaser will supply the Company and be solely responsible for any information with respect to them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election of Directors as provided above; provided, however, that prior Purchaser’s designees to the Effective Time (as defined in Board pursuant to this 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") 1.3 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 Parent, Holdco, Xxxxxxxx or Merger Subsidiary Purchaser under this Agreement Agreement, or (iii) any waiver of any conditions in Section 6.1 or 6.3 by the Company or any of the Company's ’s rights hereunder or any other action that could adversely affect in any material respect the rights of the Company’s stockholders hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who neither were designated by Parent, Holdco, Purchaser, Xxxxxxxx or any of their affiliates nor are not Merger Subsidiary Insidersemployees of the Company (the “Independent Director Approval”).

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 As used herein, a “Qualified Person” means an individual who (i) is not an officer of the Company or any amendment or termination of this Agreement by the Companyits Subsidiaries, (ii) any extension or waiver qualifies as an “independent director” as defined in Rule 5605(a)(2) of the NASDAQ Listing Rules and (iii) is eligible to serve on the Company’s audit committee under applicable Exchange Act and NASDAQ rules. The Independent Directors shall have the authority to retain counsel and financial advisors of their choice at the reasonable expense of the Company as determined appropriate by the Company Independent Directors for the purpose of fulfilling their obligations hereunder and shall have the authority, following the Acceptance Time, to institute any action on behalf of the time for Company to enforce the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) in accordance with its terms. Following the Acceptance Time, neither Parent nor Purchaser shall take any waiver of action to remove any Independent Director absent cause and subject to the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors terms of the Company then in office who are not Merger Subsidiary InsidersCharter Documents.

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 appointed to the Board of Directors of the Company and shall cause Parent's designees to be so appointed. Effective upon the acceptance of Shares by Parent or any of its existing 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 is 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, there shall be until the Effective Time (as defined below) at least two members of the Company's Board of Directors who are directors of the Company prior to consummation of the Offer (each, a "Continuing Director"), provided that, in such event, if the number of Continuing Directors shall be reduced below two for any reason whatsoever, the remaining Continuing Director shall designate a person to fill such vacancy who shall be deemed to be a Continuing Director for 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. (b) Subject to applicable law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing election or appointment. The Company shall comply with and immediately take all actions required pursuant 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 thereunderthereunder in order to fulfill its obligations under Section 1.3(a), and the Company shall make such including mailing to stockholders, together with the mailing of Schedule 14D-9, 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 by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryParent'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 Directors. Parent will supply the Company shall always have at least two (2) members who are neither and be solely responsible for any information with respect to Parent, its designees and its nominees, officers, directors, stockholders or designees of Merger Subsidiary or any of its directors and affiliates ("Merger Subsidiary Insiders"required by such Section 14(f) and each committee of the Board of Directors of the Company shall have at least one Rule 14f-1. (1c) 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 appointment of Merger SubsidiaryParent's designees to the Company's Board of Directors pursuant to this Section 1.03 1.3 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 Agreement, or (iii) any waiver of any of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company Continuing Directors then in office who are not Merger Subsidiary Insidersoffice.

Directors of the Company. (a) Promptly upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary the Purchaser or any of its affiliates 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 (giving effect to the directors designated by the Parent pursuant to this sentence) by the percentage that the number of Shares so accepted for payment bears to the total number of Shares then outstanding. In furtherance thereof, the Company shall, upon request of the Purchaser, promptly increase the size of its Board of Directors or exercise its best efforts to 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 enable the number of votes represented by Shares outstanding, and the Company shall at such time, subject to applicable law, cause Merger SubsidiaryParent's designees to be so elected to the Company's Board and shall cause the Parent's designees to be so elected. At such time, the Company shall, if requested by its existing the Parent, also cause directors designated by the Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Significant Subsidiary (as hereinafter defined) of the Company, and (iii) each committee (or similar body) of each such board. Subject Notwithstanding the foregoing, if Shares are purchased pursuant to applicable lawthe Offer, there shall be until the Effective Time at least one member of the Company's Board of Directors who is a director on the date hereof and is not an employee of the Company. (b) The Company shall promptly take all action requested by Parent necessary actions required pursuant 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 Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 14(f)-1 14f-1 promulgated thereunderthereunder in order to fulfill its obligations under Section 1.3(a), and the Company shall make such including mailing to stockholders together 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 by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger Subsidiarythe Parent's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that prior to Directors. The Parent and the Effective Time (as defined in Section 2.03) the Board of Directors of Purchaser will supply the Company shall always have at least two (2) members who are neither and be solely responsible for any information with respect to them and their nominees, officers, directorsdirectors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3 are in addition to and shall not limit any rights which the Purchaser, stockholders or designees of Merger Subsidiary the Parent or any of its their affiliates ("Merger Subsidiary Insiders") and each committee may have as a holder or beneficial owner of Shares as a matter of law with respect to the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number election of directors who are not Merger Subsidiary Insiders is reduced below two or otherwise. (2c) 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 Subsidiarythe Parent's designees to the Company's Board of Directors pursuant to this Section 1.03 and 1.3, prior to the Effective Time (as hereinafter defined) (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 the Parent or Merger Subsidiary under this Agreement the Purchaser, or (iii) any waiver of any 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 neither were designated by the Purchaser nor are not Merger Subsidiary Insidersemployees of the Company (the "Independent Director Approval").

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 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 law, promptly either increase constitute at least the size of 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. Notwithstanding the foregoing, if shares - 4 - of Company and/or obtain Common Stock are purchased pursuant to the resignation 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. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under SECTION 1.03(a), including mailing to stockholders together with the Schedule 14D-9 the information required by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryParent'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 Directors. Parent and Merger Sub will supply the Company shall always have at least two (2) members who are neither and be solely responsible for any information with respect to them and their nominees, officers, directors, stockholders or designees of Merger Subsidiary or any of its directors and affiliates ("Merger Subsidiary Insiders"required by such Section 14(f) and each committee of the Board of Directors of the Company shall have at least one Rule 14f-1. (1c) 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 SubsidiaryParent's designees to the Company's Board of Directors pursuant to this Section 1.03 and SECTION 1.03, 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 Sub under this Agreement Agreement, or (iii) any waiver of any 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 neither were designated by Parent nor are not Merger Subsidiary Insidersemployees of the Company (the "INDEPENDENT DIRECTOR APPROVAL").

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 directors of the Company to resign as may be designated by Merger 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 "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 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 Sub or any of their respective affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement). (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders together 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 by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryPurchaser's designees to be elected or appointed to the CompanyBoard. Purchaser and Merger Sub will supply the Company and be solely responsible for any information with respect to them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f 1. (c) Following the election of Purchaser's Board of Directors as provided above; provided, however, that prior designees to the Effective Time (as defined in Board pursuant to this 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") 1.3 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 Purchaser or Merger Subsidiary Sub under this Agreement Agreement, or (iii) any waiver of any of the Company's rights hereunder or any other action that could adversely effect in any material respect the rights of the Company's stockholders hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who neither were designated by Purchaser nor are not Merger Subsidiary Insidersemployees of the Company (the "Independent Director Approval").

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 Xxxxxx's designees to be so elected appointed to the Board of Directors of the Company and shall cause Parent's designees to be so appointed. Effective upon the acceptance of Company Shares by Parent or any of its existing 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 is on the Company's Board of Directors after giving effect to the foregoing changes to the composition of the Company's Board of Directors. Subject to applicable lawNotwithstanding the foregoing, there shall be until the Effective Time at least two members of the Company's Board of Directors who are directors of the Company prior to consummation of the Offer (each, a "Continuing Director"). The Company and its Board of Directors shall promptly take all action requested by Parent legally available actions as may be necessary to effect any such electioncomply with their obligations under this Section 2.3(a), including mailing all actions as may be permitted under the URBCA and the Company's Articles of Incorporation and Bylaws. (b) The Company shall comply with and immediately take all actions required pursuant 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 thereunderthereunder in order to fulfill its obligations under Section 2.3(a), and the Company shall make such including mailing to shareholders, together with the mailing of Schedule 14D-9, 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 by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryXxxxxx'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 Directors. Parent will supply the Company shall always have at least two (2) members who are neither and be solely responsible for any information with respect to Parent, its designees and its nominees, officers, directors, stockholders or designees of Merger Subsidiary or any of its directors and affiliates ("Merger Subsidiary Insiders"required by such Section 14(f) and each committee of the Board of Directors of the Company shall have at least one Rule 14f-1. (1c) 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 appointment of Merger SubsidiaryXxxxxx's designees to the Company's Board of Directors pursuant to this Section 1.03 2.3 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 Agreement, or (iii) any waiver of any of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company Continuing Directors then in office who are not Merger Subsidiary Insidersoffice.

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 Person designated by the remaining Independent Director to be elected to fill such vacancy, which person shall be deemed to be an Independent Director for all purposes of this Agreement. If no Independent Directors then remain, the other directors of the Company then in office shall designate two Persons to fill such number vacancies who will not be directors, officers, employees or affiliates of the Parent, the Merger Sub or the Company, and such persons shall be deemed to be Independent Directors for all purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its current directors obligations under Section 1.3(a), including mailing to its stockholders together with the Schedule 14D-9 the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Merger Subsidiary's the Parent’s designees to be elected or appointed to the Company's ’s Board of Directors Directors. The Parent and the Merger Sub will supply the Company any information with respect to them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(b) are in addition to and shall not limit any rights that any of the Merger Sub, the Parent or any of their respective affiliates may have as provided above; provided, however, that prior a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. (c) Following the election or appointment of the Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.03) 2.2), the Company’s 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 include at least one (1) member who is not Independent Director and the approval of a Merger Subsidiary Insider. If majority of 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 Independent Directors shall be entitled required 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 authorize any amendment of this Agreement. Following Agreement or the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Company Charter Documents (as defined in Section 1.03 and prior to the Effective Time (i) 3.1(b)), 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 the Merger Sub or Merger Subsidiary under this Agreement or (iii) the Parent, any waiver of any of the Company's ’s rights or remedies hereunder shallor any action as to which consent, in any such case, require the concurrence of a majority of the directors agreement or action of the Company is required hereunder or in connection herewith; provided, however, if the foregoing provisions of this subsection are invalid or incapable of being enforced under applicable law, then neither the Parent nor the Merger Sub shall approve (either in office who are its capacity as a stockholder or as a party to this Agreement, as applicable), and the Parent and the Merger Sub shall use their commercially reasonable efforts to prevent the occurrence of, such action unless such action shall have received the unanimous approval of the Board of Directors of the Company. The Board of Directors of the Company shall not Merger Subsidiary Insidersdelegate any matter covered by this Section 1.3(c) to any committee of the Board of Directors of the Company unless such committee consists only of Independent Directors.

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, or, if no Independent Director then remains, the other directors shall designate two individuals (who shall not be officers or affiliates of the Company) to fill such vacancies who shall not be stockholders, affiliates or associates of Parent or Merger Sub, and such individuals shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders together with the Schedule 14D-9 the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s designees to be elected to the Company’s Board of Directors. Parent and Merger Sub will supply the Company and be solely responsible for any information with respect to them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election of Merger Subsidiary's Parent’s designees to the Company's ’s Board of Directors pursuant to this Section 1.03 and 1.3, prior to the Effective Time (i) any amendment or termination of of, or agreement to amend or terminate, 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 Agreement, (iii) any exercise or waiver of any of the Company's rights ’s rights, benefits or remedies hereunder or (iv) any taking of any other action under or in connection with this Agreement shall, in any such case, require the concurrence approval of a majority of the directors Independent Directors, or if there are only one or two Independent Directors, all of the Company then in office who are not Merger Subsidiary InsidersIndependent Directors (the “Independent Director Approval”).

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 directors of the Company to resign as may be designated by Merger 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 "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 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 Sub or any of their respective affiliates (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement). (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders together 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 by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryPurchaser's designees to be elected or appointed to the CompanyBoard. Purchaser and Merger Sub will supply the Company and be solely responsible for any information with respect to them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election of Purchaser's Board of Directors as provided above; provided, however, that prior designees to the Effective Time (as defined in Board pursuant to this 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") 1.3 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 Purchaser or Merger Subsidiary Sub under this Agreement Agreement, or (iii) any waiver of any of the Company's rights hereunder or any other action that could adversely effect in any material respect the rights of the Company's stockholders hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who neither were designated by Purchaser nor are not Merger Subsidiary Insidersemployees of the Company (the "INDEPENDENT DIRECTOR APPROVAL").

Directors of the Company. (a) Promptly upon the acceptance ------------------------ for payment purchase of and payment for any Shares by Merger Subsidiary the Purchaser 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 Alcoa 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 Alcoa 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 Purchaser, 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 Alcoa'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 cause Alcoa'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 Alcoa, also cause directors designated by Alcoa to applicable law, promptly either increase constitute at least the size of 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. 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. (b) The Company and/or obtain shall promptly take all actions required pursuant to Section 14(f) of the resignation of Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders together with the Schedule 14D-9 the information required by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Merger SubsidiaryAlcoa's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that prior to Directors. Alcoa and the Effective Time (as defined in Section 2.03) the Board of Directors of Purchaser will supply the Company shall always have at least two (2) members who are neither and be solely responsible for any information with respect to them and their nominees, officers, directors, stockholders or designees of Merger Subsidiary or any of its directors and affiliates ("Merger Subsidiary Insiders"required by such Section 14(f) and each committee of the Board of Directors of the Company shall have at least one Rule 14f-1. (1c) 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 SubsidiaryAlcoa's designees to the Company's Board of Directors pursuant to this Section 1.03 and 1.3, 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 Alcoa or Merger Subsidiary the Purchaser under this Agreement Agreement, or (iii) any waiver of any 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 neither were designated by the Purchaser nor are not Merger Subsidiary Insidersemployees of the Company (the "Independent Director Ap proval").