Common use of Directors Clause in Contracts

Directors. 27.1 There shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualified.

Directors. 27.1 There (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall be a board entitled to designate such number of Directors consisting of not less than one person provided however that directors on the Company may Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by Ordinary Resolution increase or reduce (ii) the limits in percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (the “Independent Directors. 27.2 The ”); and provided further that, in such event, if the number of Independent Directors shall be divided into reduced below three classes: Class Ifor any reason whatsoever, Class II the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and Class IIIsuch persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The number of Directors in Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each class shall be as nearly equal as possible. Upon the adoption committee of the ArticlesCompany Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote concurrence of a majority of the remaining Independent Directors then in officeshall be required for any amendment to this Agreement, although less than a quorum any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as defined in the Articlesexpressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the sole remaining Director. All Directors shall hold office until the expiration Company Board hereunder or any waiver of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder any of the full term of the Director whose death, resignation Company’s rights or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedParent’s or Sub’s obligations under this Agreement.

Directors. 27.1 There Each share of Participating Preferred Stock shall be entitled to one vote, and holders of fractional shares shall have the right to a board fractional vote. Upon election, such directors shall become additional directors of Directors consisting the Corporation and the authorized number of not less than one person provided however that directors of the Company Corporation shall thereupon be automatically increased by such number of directors. Such right of the holders of Participating Preferred Stock to elect directors may by Ordinary Resolution increase or reduce be exercised until all dividends in default on the limits Participating Preferred Stock shall have been paid in full, and dividends for the current dividend period declared and funds therefor set apart, and when so paid and set apart, the right of the holders of Participating Preferred Stock to elect such number of directors shall cease, the term of such directors shall thereupon terminate, and the authorized number of directors of the Corporation shall thereupon return to the number of Directors. 27.2 authorized directors otherwise in effect, but subject always to the same provisions for the vesting of such special voting rights in the case of any such future dividend default or defaults. The Directors fact that dividends have been paid and set apart as required by the preceding sentence shall be divided into three classes: Class I, Class II evidenced by a certificate executed by the President and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption chief financial officer of the Articles, Corporation and delivered to the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Board of Directors. The Class I Directors directors so elected by holders of Participating Preferred Stock shall stand appointed for a term expiring at serve until the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, certificate described in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors preceding sentence shall have been delivered to the Board of Directors or until their respective successors shall be elected or appointed and qualifiedqualify. A Director appointed At any time when such special voting rights have been so vested in the holders of the Participating Preferred Stock, the Secretary of the Corporation may, and upon the written request of the holders of record of 10% or more of the number of shares of the Participating Preferred Stock then outstanding addressed to fill such Secretary at the principal office of the Corporation in the State of Illinois, shall, call a vacancy resulting from special meeting of the death, resignation or removal holders of a Director shall serve the Participating Preferred Stock for the remainder election of the full term directors to be elected by them as hereinabove provided, to be held in the case of such written request within forty (40) days after delivery of such request, and in either case to be held at the place and upon the notice provided by law and in the By-laws of the Director whose deathCorporation for the holding of meetings of stockholders; provided, resignation however, that the Secretary shall not be required to call such a special meeting (i) if any such request is received less than ninety (90) days before the date fixed for the next ensuing annual or removal shall have created special meeting of stockholders or (ii) if at the time any such vacancy and until his successor shall have been appointed and qualifiedrequest is received, the holders of Participating Preferred Stock are not entitled to elect such directors by reason of the occurrence of an event specified in the third sentence of subparagraph (d) below.

Directors. 27.1 There (a) Promptly upon the first acceptance for payment of, and payment by Sub for, an aggregate amount of Shares that represents at least a majority of the issued and outstanding Shares pursuant to the Offer, Parent shall be a board entitled to designate such number of directors on the Company Board of Directors consisting as will give Parent, subject to compliance with Section 14(f) of not less than one person provided however that the Exchange Act, representation on the Company may Board of Directors equal to at least that number of directors, rounded up to the next whole number, which is the product of (x) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by Ordinary Resolution increase or reduce (y) the limits in percentage that (I) such number of Shares so accepted for payment and paid for by Sub plus the number of Shares otherwise owned by Parent, Sub or any other subsidiary of Parent bears to (II) the number of such Shares outstanding, and the Company shall, at such time, cause Parent’s designees to be so elected; provided, however, that in the event that Parent’s designees are appointed or elected to the Company Board of Directors. 27.2 The , until the Effective Time, the Company Board of Directors shall have at least three (3) directors who are directors on the date of this Agreement and who are not officers of the Company (the “Independent Directors”); and provided, further, that, in such event, if the number of Independent Directors shall be divided into reduced below three classes: Class I(3) for any reason whatsoever, Class II any remaining Independent Directors (or Independent Director, if there shall be only one remaining) 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 Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers or affiliates of the Company, Parent or Sub, and Class IIIsuch persons shall be deemed to be Independent Directors for purposes of this Agreement. The number At such time, the Company shall, upon Parent’s request, also cause persons elected or designated by Parent to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors in of (i) each class shall be as nearly equal as possible. Upon the adoption committee of the ArticlesCompany Board of Directors, the existing Directors shall by resolution classify themselves as Class I, Class II (ii) each board of directors (or Class III Directors. The Class I Directors shall stand appointed for a term expiring at similar body) of each of the Company’s first annual general meetingSubsidiaries, and (iii) each committee (or similar body) of each such board, in each case only to the extent required by applicable Law or the rules of any stock exchange on which the Shares are listed. Subject to applicable Law, the Class II Directors Company shall stand appointed for take all action reasonably requested by Parent to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a term expiring timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the Companyoption of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its current directors, or both, as is necessary to enable Sub’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors designees to be elected or appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment Company Board of Directors and/or as provided above. (b) Notwithstanding anything in this Agreement to the removal contrary, if Parent’s designees constitute a majority of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal Company Board of Directors for causeafter the Acceptance Time and prior to the Effective Time, may be filled by then the affirmative vote of a majority of the remaining Independent Directors (or if only one (1) exists, then in officethe vote of such Independent Director) shall be required (and such vote shall constitute the authorization of the Company Board of Directors and no other action on the part of the Company, although less including any action by any director of the Company shall be required to authorize) to (i) amend or terminate this Agreement by the Company, (ii) exercise or waive any of the Company’s rights, benefits or remedies hereunder, if such action would adversely affect holders of Shares other than a quorum Parent or Sub, (as defined in iii) amend the Articles)certificate of incorporation or bylaws of the Company, or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder (iv) take any other action of the full term Company Board of Directors under or in connection with this Agreement or the transactions contemplated hereby; provided, however, that if there shall be no Independent Directors as a result of such persons’ deaths, disabilities or refusal to serve, then such actions may be effected by majority vote of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedentire Company Board of Directors.

Directors. 27.1 There (a) Promptly after the first time at which Purchaser accepts for payment any shares of Seller Common Stock pursuant to the Offer (the “Acceptance Date”), and from time to time thereafter as shares of Seller Common Stock are accepted for payment and the Offer Price is paid by Purchaser, Purchaser shall be a board entitled to designate such number of Directors consisting members of not less than one person provided however the Seller Board (the “Purchaser Designees”), rounded up to the nearest whole number, as will give Purchaser representation on the Seller Board equal to (x) the product of the total number of members of the Seller Board (after giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage that the Company may by Ordinary Resolution increase or reduce the limits in (A) the number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The shares of Seller Common Stock beneficially owned by Parent or Purchaser at such time (including shares of Seller Common Stock so accepted for payment) bears to (B) the total number of Directors shares of Seller Common Stock then outstanding; provided that in each class no event shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of Purchaser Designees constitute less than a majority of the Seller Board. In furtherance thereof, Seller shall, upon the request of Purchaser, use its best efforts promptly (and in any event within one Business Day) either to increase the size of the Seller Board (including by amending the Bylaws, if necessary) or to secure the resignations of such number of Seller’s incumbent directors (and such incumbent directors have agreed to resign if required in order for Seller to comply with this Section 1.3(a)), or both, as is necessary to enable the Purchaser Designees to be so elected or appointed to the Seller Board and Seller shall take all actions available to Seller to cause the Purchaser Designees to be so elected or appointed. At such time, Seller shall, if requested by Purchaser, and subject to applicable Law and stock exchange listing standards, also take all action necessary to cause persons designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) as is on the Seller Board of (i) each committee of the Seller Board, (ii) each board of directors (or similar body) of each Subsidiary of Seller and (iii) each committee (or similar body) of each such board. The provisions of this Section 1.3 are in addition to and shall not limit any rights which Purchaser, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Seller Common Stock as a matter of applicable law with respect to the election of directors or otherwise. (b) Seller shall take all actions required in order to fulfill its obligations under Section 1.3(a), including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as part of the Schedule 14D-9. Parent and Purchaser shall supply to Seller in writing any information with respect to Parent and Purchaser and the Purchaser Designees to the extent required by such Section 14(f) and Rule 14f-1. (c) Notwithstanding the provisions of this Section 1.3, at least two of the members of the Seller Board who were directors of Seller on the date hereof and who qualify as independent directors for purposes of the continued listing requirements of NASDAQ (the “Independent Directors”), shall, at all times prior to the Effective Time, be directors of Seller; provided that if there shall be in office less than two Independent Directors for any reason, the Seller Board shall cause the Person designated by the remaining Independent Director to fill such vacancy who shall be deemed to be an Independent Director for all purposes of this Agreement, or if no Independent Directors then remain, the other directors of Seller then in office shall designate two persons to fill such vacancies who will not be directors, officers, employees or Affiliates of Parent or Purchaser and such persons shall be deemed to be Independent Directors for all purposes of this Agreement. From and after the time, if any, that the Purchaser Designees constitute a majority of the Seller Board and prior to the Effective Time, subject to the terms hereof, any amendment or modification of this Agreement, any termination of this Agreement by Seller, any extension of time for performance of any of the obligations of Parent or Purchaser hereunder, any waiver of any condition to Seller’s obligations hereunder or any of Seller’s rights hereunder or any amendment to Seller’s certificate of incorporation or bylaws may be effected only if (in addition to the approval of the Seller Board as a whole) there are in office one or more Independent Directors and such action is approved by a majority of the Independent Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualified.

Directors. 27.1 There (a) Subject to compliance with applicable Law, promptly upon the payment by the Purchaser for Shares pursuant to the Offer representing at least such number of Shares as shall satisfy the Minimum Condition, and from time to time thereafter, Parent shall be a board entitled to designate such number of Directors consisting directors, rounded up to the next whole number, on the Company Board as is equal to the product of not less than one person provided however the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the Company may by Ordinary Resolution increase or reduce the limits in the aggregate number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The Common Shares beneficially owned by Parent or its Affiliates bears to the total number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the ArticlesCommon Shares then outstanding, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at Company shall, upon request of Parent, promptly take all actions necessary to cause Parent’s designees to be so elected, including, if necessary, seeking the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal resignations of one or more Directors existing directors; provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company Board (as long as Parent and its Affiliates beneficially own a majority of the filling Common Shares of the Company); provided further, that prior to the Effective Time (as defined in Section 2.2), the Company Board shall always have at least two members who are not officers, directors, employees or designees of the Purchaser or any of its Affiliates (“Purchaser Insiders”). If the number of directors who are not Purchaser Insiders is reduced below two prior to the Effective Time, the remaining director who is not a Purchaser Insider shall be entitled to designate a Person to fill such vacancy who is not a Purchaser Insider and who shall be a director not deemed to be a Purchaser Insider for all purposes of this Agreement. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Parent will supply to the Company any information with respect to itself and its officers, directors and Affiliates required by such Section and Rule. (c) Following the election or appointment of Parent’s designees pursuant to this Section 1.3 and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any vacancy in that connectionof the obligations or other acts of Parent or the Purchaser or waiver of any of the Company’s rights hereunder, additional Directors and any vacancies in will require the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote concurrence of a majority of the remaining Directors directors of the Company then in office, although less than a quorum office who are not Purchaser Insiders (as defined or in the Articles)case where there are two or fewer directors who are not Purchaser Insiders, the concurrence of one director who is not a Purchaser Insider) if such amendment, termination, extension or by waiver could be reasonably likely to have an adverse effect on the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder minority stockholders of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedCompany.

Directors. 27.1 There (a) The Company agrees it shall cause the 2006 Annual Meeting to occur no later than July 6, 2006. The Company shall cause the Board and all applicable committees of the Board to nominate each of the Knightspoint Nominees, the Xxxxxxxxxx Nominees and the Independent Nominees for election to the Board (collectively, the “Company Nominees”) at the 2006 Annual Meeting and to solicit votes for each of these nominees’ election in the same manner as votes are solicited for each of the Xxxxxxxxxx Nominees. The Company shall cause the Board to recommend that the Company’s stockholders vote for the Company Nominees as Directors of the Company at the 2006 Annual Meeting and the Company shall include this recommendation in its proxy materials for the 2006 Annual Meeting. The Company shall cause the proxy used for the 2006 Annual Meeting to solicit authority to vote for the Company Nominees at the 2006 Annual Meeting. The Company shall use commercially reasonable efforts to solicit proxies in favor of the election of the Company Nominees at the 2006 Annual Meeting. The Company shall cause the Board to take all necessary action so that effective as of the election of Directors at the 2006 Annual Meeting the size of the Board shall be fixed at nine members. If any Independent Nominee cannot serve as a board Director on the date of the 2006 Annual Meeting but can serve at a later date prior to the Company’s 2007 Annual Meeting of Stockholders (the “2007 Annual Meeting”), the Knightspoint Entities and the Company agree (i) to appoint such Independent Nominee to the Board at the time such person is able to serve following the 2006 Annual Meeting and (ii) to hold open the Director seat created pursuant to the preceding sentence for the purpose of appointing such Independent Nominee. If any Knightspoint Nominee is unable or elects not to continue to serve as a Director once elected after the 2006 Annual Meeting, then the Knightspoint Entities shall be entitled to select a replacement Director, and each of the Knightspoint Entities and the Xxxxxxxxxx Entities shall cause its respective Directors to elect such replacement Director. If any Xxxxxxxxxx Nominee is unable or elects not to continue to serve as a Director once elected at the 2006 Annual Meeting, then the Xxxxxxxxxx Entities shall be entitled to select a replacement Director, and each of the Knightspoint Entities and the Xxxxxxxxxx Entities shall cause its Directors to elect such replacement Director. If any Independent Director is unable or elects not to continue to serve as a Director once elected at the 2006 Annual Meeting, then the Company shall select a replacement Director, and each of the Knightspoint Entities and the Xxxxxxxxxx Entities shall cause its Directors to elect such replacement Director. The Company and the Board shall not submit any matters to a stockholder vote at the 2006 Annual Meeting other than: (i) the election of the Company Nominees to the Board, and (ii) the ratification of the appointment of the Company’s outside auditor. (b) The Board or a nominating committee of the Board consisting of not less than one person provided however that Independent Nominee, one Knightspoint Nominee and one Xxxxxxxxxx Nominee (the “Nominating Committee”) shall nominate for election to the Board at the 2007 Annual Meeting a slate of individuals selected by it in its sole discretion. (c) Notwithstanding any provision to the contrary contained in this Agreement, the Company may shall not be required to nominate any Knightspoint Nominees or otherwise perform its obligations under this Section 3.1 with respect to the Knightspoint Nominees unless at all times after the date hereof and prior to the 2006 Annual Meeting the Knightspoint Entities satisfy the Minimum Condition. (d) If, at any time after the Knightspoint Nominees are elected to the Board but prior to the expiration of the Standstill Period applicable to the Knightspoint Entities, the Knightspoint Entities shall fail to satisfy the Minimum Three-Seat Threshold but shall satisfy the Minimum Two-Seat Threshold, the Knightspoint Entities shall cause one Knightspoint Nominee selected by Ordinary Resolution increase the Knightspoint Entities to resign immediately by executing and delivering an irrevocable resignation as a member of the Board. (e) If, at any time after the Knightspoint Nominees are elected to the Board but prior to the expiration of the Standstill Period applicable to the Knightspoint Entities, the Knightspoint Entities shall fail to satisfy the Minimum Three-Seat Threshold and the Minimum Two-Seat Threshold but shall satisfy the Minimum One-Seat Threshold, the Knightspoint Entities shall select one Knightspoint Nominee to remain on the Board and shall cause all other Knightspoint Nominees on the Board to resign immediately by executing and delivering irrevocable resignations as members of the Board. (f) If, at any time after the Knightspoint Nominees are elected to the Board but prior to the expiration of the Standstill Period applicable to the Knightspoint Entities, the Knightspoint Entities shall fail to satisfy the Minimum Three-Seat Threshold, the Minimum Two-Seat Threshold and the Minimum One-Seat Threshold, the Knightspoint Entities shall cause all Knightspoint Nominees on the Board to resign immediately by executing and delivering irrevocable resignations as members of the Board. (g) Prior to the 2006 Annual Meeting, the Knightspoint Entities shall notify the Company promptly (and in any event within one business day) if, at any time, the Knightspoint Entities shall fail to satisfy the Minimum Condition. (h) After the 2006 Annual Meeting but prior to the expiration of the Standstill Period applicable to the Knightspoint Entities, the Knightspoint Entities shall notify the Company promptly (and in any event within three business days) if, at any time, the Knightspoint Entities shall fail to satisfy the Minimum Three-Seat Threshold, the Minimum Two-Seat Threshold or reduce the limits Minimum One-Seat Threshold. (i) At any time prior to the expiration of the Standstill Period applicable to the Knightspoint Entities, at the request of the Company, the Knightspoint Entities shall certify to the Company in writing the number of Directorsshares of Common Stock beneficially owned by them. 27.2 (j) The Directors provisions of Section 3.1(c), (d), (e) and (f) of this Agreement shall be divided into three classes: Class I, Class II not in any way affect or limit the covenants and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption agreements of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, Knightspoint Entities set forth elsewhere in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedthis Agreement.

Directors. 27.1 There (a) Promptly upon the payment by Sub for any Shares accepted by Sub for payment pursuant to the Offer at the Acceptance Time, which Shares represent at least a majority of the issued and outstanding Shares pursuant to the Offer, Parent shall be a board entitled to designate such number of directors on the Company Board of Directors consisting as will give Parent, subject to compliance with Section 14(f) of not less than one person provided however that the Exchange Act, representation on the Company may Board of Directors equal to at least that number of directors, rounded up to the next whole number, which is the product of (x) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by Ordinary Resolution increase or reduce (y) the limits in percentage that (I) such number of Shares so accepted for payment and paid for by Sub plus the number of Shares otherwise owned by Parent, Sub or any other subsidiary of Parent bears to (II) the number of such Shares outstanding, and the Company shall, at such time, cause Parent’s designees to be so elected; provided, however, that in the event that Parent’s designees are appointed or elected to the Company Board of Directors. 27.2 The , until the Effective Time, the Company Board of Directors shall have at least three (3) directors who are directors on the date of this Agreement and who are not officers of the Company (the “Independent Directors”); and provided, further, that, in such event, if the number of Independent Directors shall be divided into reduced below three classes: Class I(3) for any reason whatsoever, Class II any remaining Independent Directors (or Independent Director, if there shall be only one remaining) 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 Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers or affiliates of the Company, Parent or Sub, and Class IIIsuch persons shall be deemed to be Independent Directors for purposes of this Agreement. The number At such time, the Company shall, upon Parent’s request, also cause persons elected or designated by Parent to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors in of (i) each class shall be as nearly equal as possible. Upon the adoption committee of the ArticlesCompany Board of Directors, the existing Directors shall by resolution classify themselves as Class I, Class II (ii) each board of directors (or Class III Directors. The Class I Directors shall stand appointed for a term expiring at similar body) of each of the Company’s first annual general meetingSubsidiaries, and (iii) each committee (or similar body) of each such board, in each case only to the extent required by applicable Law or the rules of any stock exchange on which the Shares are listed. Subject to applicable Law, the Class II Directors Company shall stand appointed for take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a term expiring timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the Companyoption of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its current directors, or both, as is necessary to enable Sub’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors designees to be elected or appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment Company Board of Directors and/or as provided above. (b) Notwithstanding anything in this Agreement to the removal contrary, if Parent’s designees constitute a majority of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal Company Board of Directors for causeafter the Acceptance Time and prior to the Effective Time, may be filled by then the affirmative vote of a majority of the remaining Independent Directors (or if only one (1) exists, then in officethe vote of such Independent Director) shall be required to (i) amend or terminate this Agreement by the Company, although less (ii) exercise or waive any of the Company’s rights, benefits or remedies hereunder, if such action would materially and adversely affect holders of Shares other than a quorum Parent or Sub, (as defined in iii) amend the Articles)certificate of incorporation or bylaws of the Company, or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder (iv) take any other action of the full term Company Board of Directors under or in connection with this Agreement or the transactions contemplated hereby; provided, however, that if there shall be no Independent Directors as a result of such persons’ deaths, disabilities or refusal to serve, then such actions may be effected by majority vote of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedentire Company Board of Directors.

Directors. 27.1 There shall be a board (a) Promptly upon the purchase of Directors consisting and payment for shares of not less than one person provided however that Company Common Stock by Merger Sub pursuant to the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of Offer which represents a majority of the remaining Directors then in office, although less than shares of Company Common Stock outstanding on a quorum Fully Diluted Basis (as defined in such date the Articles“Payment Date”) and at all times thereafter and subject to Section 1.3(b), Merger Sub shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company’s Board of Directors as is equal to the product of the total number of directors on the Company’s Board of Directors (giving effect to the directors elected or designated by Merger Sub pursuant to this sentence) multiplied by the sole remaining Directorpercentage that the aggregate number of shares of Company Common Stock beneficially owned by Merger Sub and any of its Affiliates bears to the total number of shares of Company Common Stock then outstanding (such directors which Merger Sub is entitled to elect pursuant to this sentence, the “Merger Sub Designees”). All The Company shall, upon Merger Sub’s request at any time following the Payment Date, take such reasonable actions, including promptly filling vacancies or newly created directorships on the Company’s Board of Directors, promptly increasing the size of the Company’s Board of Directors and/or promptly requesting the resignations of such number of its incumbent directors as are necessary to enable the Merger Sub Designees to be so elected or designated to the Company’s Board of Directors, and shall hold office use its best efforts to cause the Merger Sub Designees to be so elected or designated at such time. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders the information required by Section 14(f) and Rule 14f-1 as is necessary to enable the Merger Sub Designees to be elected or designated to the Company’s Board of Directors (provided that Parent or Merger Sub shall have provided to the Company on a timely basis all required information with respect to such designees). Merger Sub shall supply the Company with, and be solely responsible for, information with respect to the Merger Sub Designees and Parent’s and Merger Sub’s respective officers, directors and Affiliates to the extent required by Section 14(f) and Rule 14f-1. (b) In the event that Merger Sub’s designees are elected or designated to the Company’s Board of Directors pursuant to Section 1.3(a), then, until the expiration Effective Time, the Company and Parent shall cause the Company’s Board of their respective terms Directors to maintain as a director one director who is an independent member of office and until their successors the Company’s Board of Directors on the date hereof (the “Continuing Director”); provided, however, that if the Continuing Director is unable to serve due to death, disability or resignation, the other directors shall have been appointed and qualified. A Director appointed designate one director who is an independent member of the Company’s Board of Directors to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor such person shall have been appointed be deemed the Continuing Director for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, the affirmative vote of the Continuing Director shall (in addition to the approvals of the Board of Directors or the stockholders of the Company as may be required by the Restated Certificate of Incorporation of the Company (as amended, the “Company Articles”), the bylaws of the Company (as amended, the “Company Bylaws,” and qualifiedtogether with the Company Articles, the “Company Governing Documents”) or applicable Law) be required (i) for the Company to amend or terminate this Agreement in a manner adverse to the stockholders of the Company other than Parent or its Subsidiaries or (ii) to exercise or waive any of the Company’s rights, benefits or remedies hereunder in a manner adverse to the stockholders of the Company other than Parent or its Subsidiaries.

Directors. 27.1 There (a) Promptly upon the purchase of Shares by Sub pursuant to the Offer and the Options, and from time to time thereafter, Sub shall be a board entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce as will give Sub representation on the limits in Board of Directors of the Company equal to the product of the number of Directors. 27.2 directors on the Board of Directors of the Company (determined after giving effect to the directors elected pursuant to this Section) and the percentage that such number of Shares so purchased bears to the number of Shares outstanding, and the Company shall, upon request by Sub, promptly increase the size of the Board of Directors of the Company or use its best efforts to secure the resignations of such number of directors as is necessary to provide Sub with such level of representation and shall cause Sub's designees to be so elected; PROVIDED, HOWEVER, that Sub shall be entitled to designate a number of directors equal to or greater than 50% of the total number of directors, only if Sub then owns 90% of more of the Shares then outstanding. The Company will also use its best efforts to cause persons designated by Sub to constitute the same percentage as is on the entire Board of Directors of the Company to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be divided into three classes: Class Isubject to Section 14(f) of the Exchange Act. At the request of Sub, Class II the Company shall take all actions necessary to effect any such election or appointment of Sub's designees, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Class III. The number of Directors in each class Rule 14f-l promulgated thereunder which, unless Sub otherwise elects, shall be as nearly equal as possibleso mailed together with the Schedule 14D-9. Upon Parent and Sub will supply to the adoption Company all information with respect to themselves and their respective officers, directors and affiliates required by such Section and Rule. (b) Notwithstanding anything set forth in Section 1.04(a), neither Parent nor Sub shall take any action to prevent at least two persons who are directors of the ArticlesCompany on the date hereof from remaining as directors of the Company ("CONTINUING DIRECTORS") until the Effective Time (as hereinafter defined). Following the election or appointment of Sub's designees pursuant to Section 1.04(a) and prior to the Effective Time, the existing Directors and so long as there shall by resolution classify themselves as Class Ibe at least one Continuing Director, Class II or Class III Directors. The Class I Directors such designees shall stand appointed for a term expiring at the Company’s first annual general meetingabstain fom acting upon, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote approval of a majority of the remaining Continuing Directors then in officeshall be required, although less than a quorum (as defined in the Articles)and sufficient, or to authorize any resolution with respect to any termination of this Agreement by the sole remaining Director. All Company, any amendment of this Agreement requiring action by the Board of Directors shall hold office until of the expiration Company, any extension of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve time for the remainder performance of any of the full term obligations or other acts of Parent or Sub under this Agreement, any waiver of compliance with any of the Director whose deathagreements or conditions under this Agreement for the benefit of the Company and any action to seek to enforce any obligation of Parent or Sub under this Agreement. If at any time the Continuing Directors reasonably deem it necessary to consult independent legal counsel in connection with their duties as Continuing Directors or actions to be taken by the Company, resignation or removal the Continuing Directors may retain such counsel for such purpose and the Company shall have created such vacancy and until his successor shall have been appointed and qualified.pay the reasonable expenses incurred in connection therewith. ARTICLE II THE MERGER

Directors. 27.1 There shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of Promptly upon Sub having acquired a majority of the combined voting power of the Shares and Class B Shares, Sub shall be entitled to designate such number of directors on the Board of Directors of the Company as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, a majority of such directors, and the Company shall, at such time, cause Sub's designees to be so elected by its existing Board of Directors; provided, however, that in the event that Sub's designees are elected to the Board of Directors of the Company, 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 (the "Independent Directors"); and provided further that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors or Director shall designate a person or persons to fill such vacancy or vacancies, each of whom shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then in officeremain, although less than the other directors shall designate three persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its subsidiaries, or officers or affiliates of Parent or any of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall take all action requested by Parent that is reasonably necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a quorum (as defined timely basis all information required to be included in the ArticlesInformation Statement with respect to Sub's designees). In connection with the foregoing, or by the sole remaining Director. All Directors shall hold office until Company will promptly, at the expiration option of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from Parent, either increase the death, resignation or removal of a Director shall serve for the remainder size of the full term Company's Board of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to, and to constitute a majority of the Director whose deathdirectors on, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedthe Company's Board of Directors as provided above.

Directors. 27.1 There shall Promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, be a board entitled to designate such number of Directors consisting of not less than one person provided however that directors on the Company may by Ordinary Resolution increase or reduce Board as will give Sub representation on the limits in Company Board equal to that number of directors, rounded up to the next whole number, which is the product of (a) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) MULTIPLIED BY (b) a fraction, the numerator of which is the number of Directors. 27.2 The shares of Company Common Stock so accepted for payment and paid for by Sub and the denominator of which is the number of shares of Company Common Stock outstanding at the time of Sub's designation, and the Company shall, at such time, cause Sub's designees to be elected or appointed to the Company Board; PROVIDED, HOWEVER, that during the period commencing with the election or appointment of Sub's designees to the Company Board until the Effective Time, the Company Board shall have at least three directors who are directors on the date of this Agreement and who are not officers of the Company or representatives of any Affiliates of the Company (the "INDEPENDENT DIRECTORS"); and PROVIDED FURTHER, HOWEVER, that if during such period the number of Independent Directors shall be divided into reduced below three classes: Class Ifor any reason whatsoever, Class II the remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill any such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who are not Shareholders, officers or Affiliates of the Company, Parent or Sub, and Class IIIsuch persons shall be deemed to be Independent Directors for purposes of this Agreement. The Subject to applicable law, the Company shall take all action requested by Parent for the purpose of effecting any such election or appointment of Sub's designees. In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of Directors in its current directors as is necessary to enable Sub's designees to be elected or appointed to the Company Board as provided above. Prior to the Effective Time, the Company shall cause each class shall be as nearly equal as possible. Upon the adoption member of the ArticlesCompany Board, the existing Directors shall by resolution classify themselves other than Sub's designees, to execute and deliver a letter effectuating his or her resignation as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority director of the remaining Directors then in office, although less than a quorum (as defined in Company Board effective immediately prior to the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedEffective Time.

Directors. 27.1 There (a) Effective upon the acceptance for payment of any Shares pursuant to the Offer, Parent shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in entitled to designate the number of Directors. 27.2 The directors, rounded up to the next whole number, on the Company's Board of Directors shall be divided into three classes: Class I, Class II and Class III. The that equals the product of (i) the total number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at directors on the Company’s first annual general meeting's Board of Directors (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of Shares beneficially owned by Parent and/or Acquisition (including Shares accepted for payment) bears to the total number of Shares outstanding, and the Class II Directors Company shall stand take all action necessary to cause Parent's designees to be elected or appointed for a term expiring at to the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board 's Board of Directors, including unfilled vacancies resulting from increasing the removal number of directors, and seeking and accepting resignations of incumbent directors. At such time, to the extent requested by Parent, the Company will also use its best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board and (ii) each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Board of Directors of the Company. Notwithstanding the provisions of this Section 1.3, the parties hereto shall use their respective best efforts to ensure that at least two of the members of the Company's Board of Directors shall, at all times prior to the Effective Time, be directors of the Company who were directors of the Company on the date hereof (the "Continuing Directors"); provided that if there shall be in office fewer than two Continuing Directors for causeany reason, may be filled the Company's Board of Directors shall cause a person designated by the vote remaining Continuing Director to fill such vacancy who shall be deemed to be a 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 persons to fill such vacancies who will not be officers or employees or affiliates of the Company, Parent or Acquisition or any of their respective Subsidiaries and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. (b) The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section, so long as Parent shall have provided to the Company on a timely basis the information referred to in the following sentence. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Parent's designees pursuant to Section 1.3(a) and until the Effective Time, the approval of a majority of the remaining Continuing Directors then in officeshall 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, although less than a quorum (as defined in including any action by any other director of the Articles)Company, or shall be required to authorize) any termination of this Agreement by the sole remaining Director. All Directors shall hold office until Company, any amendment of this Agreement requiring action by the expiration Company's Board of their respective terms Directors, any extension of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from time for performance of any obligation or action hereunder by Parent or Acquisition, any waiver of compliance with any of the death, resignation agreements or removal of a Director shall serve conditions contained herein for the remainder benefit of the full term Company, any consent or action by the Board of Directors of the Director whose death, resignation Company hereunder and any other action of the Company hereunder which adversely affects the holders of Shares (other than Parent or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedAcquisition).

Directors. 27.1 There (a) Promptly upon the purchase by Purchaser pursuant to the Offer of such number of Shares as represents at least a majority of the then-outstanding Shares, and from time to time thereafter, Purchaser shall be a board entitled to designate such number of Directors consisting of not less than one person provided however that directors, rounded up to the next whole number, on the Company may by Ordinary Resolution Board as will give Purchaser representation on the Company Board equal to the product of (x) the total number of directors on the Company Board (after giving effect to any increase or reduce the limits in the number of Directorsdirectors pursuant to this Section 2.4) and (y) the percentage that such number of Shares so purchased bears to the total number of Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Purchaser’s designees to be so elected or appointed. The Company shall also use its reasonable best efforts to cause individuals designated by Purchaser to constitute the same percentage of each committee of the Company Board as the percentage of the entire Company Board represented by individuals designated by Purchaser. The Company’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act. The Company shall take all actions necessary to effect any such election or appointment of Purchaser’s designees, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Purchaser will supply to the Company all information with respect to themselves and their respective officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. 27.2 The Directors shall be divided into three classes: Class I(b) Following the election or appointment of Purchaser’s designees pursuant to Section 2.4(a) and prior to the Effective Time, Class II and Class III. The number any amendment or termination of Directors in each class shall be as nearly equal as possible. Upon this Agreement requiring action by the adoption Company Board, any extension of time for the performance of any of the Articlesobligations or other acts of Parent or Purchaser under this Agreement, any waiver of compliance with any of the existing Directors shall by resolution classify themselves as Class Iagreements or conditions under this Agreement that are for the benefit of the Company, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at any exercise of the Company’s first annual general meetingrights or remedies under this Agreement, any action to seek to enforce any obligation of Parent or Purchaser under this Agreement (or any other action by the Class II Directors shall stand appointed for a term expiring at Company Board with respect to this Agreement or the Company’s second annual general meeting and Merger if such other action adversely affects, or could reasonably be expected to adversely affect, any of the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meetingholders of Shares other than Parent or Purchaser) may only be authorized by, and at each annual general meeting thereafterwill require the authorization of, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining directors of the Company then in office who are directors of the Company on the date hereof or their successors as appointed by such continuing directors (the “Continuing Directors”); provided, however, that if there shall be no Continuing Directors as a result of such individuals’ deaths, disabilities, resignations or refusals to serve, then such actions may be effected by majority vote of the Independent Directors, or, if no Independent Directors are then in office, although less than by a quorum majority vote of the Company Board. (as defined in c) In the Articlesevent that Parent’s designees are elected or appointed to the Company Board pursuant to Section 2.4(a), or until the Effective Time, (i) the Company Board shall have at least such number of directors as may be required by the sole remaining Director. All Nasdaq rules or the federal securities Laws who are considered independent directors within the meaning of such rules and Laws (“Independent Directors”) and (ii) each committee of the Company Board that is required (or a majority of which is required) by the Nasdaq rules or the federal securities Laws to be composed solely of Independent Directors shall hold office until be so composed; provided, however, that in such event, if the expiration number of their respective terms Independent Directors shall be reduced below the number of office and until their successors directors as may be required by such rules or Laws for any reason whatsoever, the remaining Independent Director(s) shall have been appointed and qualified. A Director appointed be entitled to designate persons to fill a vacancy resulting from such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no other Independent Director then remains, the deathother directors shall designate such number of directors as may be required by the Nasdaq rules and the federal securities Laws, resignation to fill such vacancies who shall not be stockholders or removal Affiliates of a Director Parent or Purchaser, and such Persons shall serve be deemed to be Independent Directors for the remainder purposes of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedthis Agreement.

Directors. 27.1 There Promptly upon the acquisition of a majority of the outstanding Common Shares pursuant to the Offer, or otherwise, so long as Parent owns a majority of the outstanding Common Shares Parent shall be a board entitled upon written request to the Company, subject to applicable law, to designate such number of directors, rounded down to the nearest whole number, to the Board of Directors consisting of not less than one person provided however the Company as will give Parent (or its affiliates) representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Company's Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the sum of the number of Common Shares so owned by Parent and Subsidiary bears to the number of such Common Shares outstanding, and the Company shall, at such time, promptly use its best efforts to cause the designees of Parent to be so elected, subject in all cases to Section 14(f) of the Exchange Act, it being understood that the Company may by Ordinary Resolution increase or reduce shall have no obligation to comply with Section 14(f) until after the limits in Offer is completed. These efforts shall, if necessary, include efforts to obtain any amendments to the by-laws of the Company regarding the number of directors, or securing the resignation of directors, or both. The date, if any, on which a majority of the Board of Directors consist of directors designated by Parent pursuant to this Section 6.12 shall be hereinafter referred to as the "New Board Date." In the event that Parent's designees are elected to the Company's Board of Directors. 27.2 The , until the Effective Time, the Company's Board of Directors shall have at least three directors who are directors on the date hereof (the "Independent Directors"), provided that, in such event, if the number of Independent Directors shall be divided into reduced below three classes: Class Ifor any reason whatsoever, Class II and Class III. The number of any remaining Independent Directors in each class (or Independent Director, if there be only one remaining) shall be as nearly equal as possible. Upon the adoption entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of the Articlesthis Agreement or, if no Independent Director then remains, the existing Directors other directors shall by resolution classify themselves as Class Idesignate three persons to fill such vacancies who shall not be stockholders, Class II affiliates or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting associates of Parent or Subsidiary and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire such persons shall be appointed deemed to be Independent Directors for a term purposes of office this Agreement. Notwithstanding anything in this Agreement to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise requirecontrary, in the interim between annual general meetings or extraordinary general meetings called for event that Parent's designees are elected to the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board Company's Board of Directors, including unfilled vacancies resulting from after the removal acceptance for payment of Directors for causeCommon Shares pursuant to the Offer and prior to the Effective Time, may be filled by the affirmative vote of a majority of the remaining Independent Directors then in officeshall be required to (a) amend or terminate this Agreement by the Company, although less than a quorum (as defined in b) exercise or waive any of the Articles)Company's rights, benefits or remedies hereunder, or by (c) extend the sole remaining Director. All Directors shall hold office until the expiration time for performance of their Parent's and Subsidiary's respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedobligations hereunder.

Directors. 27.1 There (a) Promptly upon the acceptance for payment of, and payment by Parent or Merger Sub for, any Shares pursuant to the Offer, Parent or Merger Sub shall be a board entitled to designate such number of members of the Board of Directors consisting of not less than one person provided however that the Company may as will give Merger Sub, subject to compliance with Section 14(f) of the Exchange Act, representation equal to at least that number of directors, rounded up to the next whole number, which is the product of (i) the total number of directors (giving effect to the directors elected pursuant to this sentence) multiplied by Ordinary Resolution increase or reduce (ii) the limits in percentage that (A) such number of Shares so accepted for payment and paid for pursuant to the Offer plus the number of Shares otherwise owned by Parent, Merger Sub or any other subsidiary of Parent bears to (B) the number of Shares outstanding, and the Company shall, at such time, cause such designees to be so elected; provided, however, that in the event that such designees are appointed or elected to the Board of Directors of the Company, 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 will be independent for purposes of Rule 10A-3 under the Exchange Act (the “Independent Directors. 27.2 The ”); and provided further that, in such event, if the number of Independent Directors shall be divided into reduced below three classes: Class Ifor any reason whatsoever, Class II any remaining Independent Directors (or Independent Director, if there shall be only one remaining) 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 Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who will be independent for purposes of Rule 10A-3 under the Exchange Act, and Class IIIsuch persons shall be deemed to be Independent Directors for purposes of this Agreement. The Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its shareholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent or Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to such designees). In connection with the foregoing, the Company shall promptly, at the option of Parent, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable such designees to be elected or appointed to the Board of Directors in each class shall be as nearly equal as possible. Upon the adoption of the ArticlesCompany as provided above. (b) Following the election or appointment of Parent’s or Merger Sub’s designees pursuant to Section 6.10(a) and prior to the Effective Time, any amendment or termination of this Agreement approved by the existing Directors shall by resolution classify themselves as Class ICompany, Class II extension for the performance or Class III Directors. The Class I Directors shall stand appointed for a term expiring at waiver of the obligations of Parent or Merger Sub or waiver of the Company’s first annual general meeting, rights hereunder shall require the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote concurrence of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedIndependent Directors.

Directors. 27.1 There shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each of the Company shall not be changed except pursuant to an amendment to the Restated M&A. For so long as there is any Series A Preferred Share outstanding, subject to any agreement among the holders of the Series A Preferred Shares, the holders of the Series A Preferred Shares voting as a class shall be entitled to designate two (2) Directors (collectively the “Series A Directors”), one of whom shall be a person designated by JAFCO so long as nearly equal as possible. Upon the adoption JAFCO holds at least fifteen percent (15%) of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II Series A Preferred Shares (or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies Shares resulting from the removal conversion thereof or exchange therefor) it held as of the date hereof, and the other (the “Second Series A Director”) shall be a person designated (i) by Intel (Cayman), so long as Intel (Cayman) holds at least thirty-three percent (33%) of the then outstanding Series A Preferred Shares and it exercises its right to designate a Director, or (ii) by the holders of the Series A Preferred Shares in the event that Intel (Cayman) does not or cannot exercise its right to designate a Director. If Intel (Cayman) initially does not exercise its right to designate a Director and then subsequently exercises such right, the office of the Director originally designated by the holders of the Series A Preferred Shares shall be vacated to create a vacancy for Intel (Cayman). The Company and the Shareholders acknowledge that as of the date of this Agreement, the seat of the Second Series A Director is vacant and shall remain vacant until either Intel (Cayman) or the holders of the Series A Preferred Shares has exercised the right to designate or appoint the Second Series A Director. For so long as there is any Series B Preferred Share outstanding, the holders of the Series B Preferred Shares voting as a class shall be entitled to designate two (2) Directors for cause(collectively the “Series B Directors”), one of whom shall be a person designated by Qiming and the other shall be a person designated by SIG. For so long as there is any Series C Preferred Share outstanding, the holders of the Series C Preferred Shares voting as a class shall be entitled to designate one (1) Director (the “Series C Director”), who shall be a person designated by IGC Asia. The holders of the Ordinary Shares (other than Ordinary Shares issued upon the conversion of Preferred Shares) voting as a class shall be entitled to elect by a majority vote two (2) Directors (the “Ordinary Share Directors”). The Company and the Shareholders acknowledge that as of the date of this Agreement, the seat of one of the Ordinary Share Directors is vacant and the holders of Ordinary Shares shall have the right to elect one Ordinary Share Director to fill such seat at any time after the date of this Agreement. The eighth (8th) Director shall be the then current Chief Executive Officer of the Company (the “CEO”) and such Director shall be referred to herein as the “CEO Director.” The nineth (9th) Director shall be an independent director appointed or removed by a vote of at least six (6) Directors pursuant to Section 8.5 (the “Independent Director”). Each Shareholder shall vote all of its shares from time to time in such manner as shall be necessary to ensure that no director designated pursuant to this Section 8.1 may be filled removed from office unless (A) such removal is directed or approved by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles)Shareholder(s) which originally designated or appoint such Director, or by (B) the sole remaining persons or entities originally entitled to designate or appoint such Director pursuant to this Section 8.1 are no longer so entitled to designate or appoint such Director. All Directors shall hold office until Any vacancy on the expiration Board occurring because of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for be filled by the remainder vote or written consent of the full term of the Director whose death, resignation or removal shall have created same Shareholder(s) which nominated and elected such vacancy and until his successor shall have been appointed and qualifiedDirector.

Directors. 27.1 There 13.1 The Company or a member of the Group shall reimburse and pay to each Director, and the Bison Representative, any reasonable travelling, hotel or other out-of-pocket expenses which the Director (or Bison Representative) may incur in the performance of his duties (inclusive/exclusive of VAT if applicable) which shall be payable monthly in arrears. 13.2 The Company or a member of the Group shall take out and maintain in force a policy of insurance covering such matters and on such terms and conditions as the Lion Parties shall agree for each Director to serve on the board of Directors consisting directors or other similar governing body of any other member of the Group (each, a “Satellite Board”) for the duration of their appointment, on which each Director and each such individual shall be noted as a beneficiary. 13.3 Each Director shall be entitled to appoint any other Director to be his proxy in accordance with applicable provisions of the law of the Cayman Islands and a Director or any such proxy shall not be required to hold any share qualification, shall not be subject to retirement by rotation and shall not be removed except by the Shareholder appointing them. 13.4 Each Director and any proxy appointed pursuant to Clause 13.3 shall be entitled to disclose to any Shareholder appointing him such information concerning the Company and its business as he thinks fit without violating any contractual, fiduciary or other obligation. The provisions of Clause 18 shall apply to any such information that is Confidential Information. 13.5 The initial composition of the Board shall be as Hayley Tanguey and Xxx Xxxxx. From the date of the initial composition of the Board: 13.5.1 For so long as the Bison Parties collectively own not less than ten per cent. (10%) of the total number of Ordinary Shares issued and outstanding (excluding for such purpose any dilution in such ownership resulting from issuances of New Shares) the Bison Parties between them shall be entitled to appoint one person (1) Director (the “Bison Director”) and cause the removal and replacement of the Bison Director, provided however that the Company Lion Parties may by Ordinary Resolution increase require (acting reasonably and in good faith) the Bison Parties to replace the Bison Director (or reduce the limits Bison Representative as defined in Clause 13.5.4) with a person of whom the number of Directors. 27.2 The Directors Lion Parties shall first approve, save that the Lion Parties shall not be divided into three classes: Class I, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed entitled to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or require the removal of one either Xxxxxxx Xxxxx or more Directors Xxxxxxxxxxx Xxxxxxxxxx as the Bison Director or the Bison Representative. At any time when the Bison Parties own less than ten per cent. (10%) of the total number of Ordinary Shares issued and the filling of outstanding (excluding for such purpose any vacancy dilution in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies such ownership resulting from the removal issuances of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed New Shares pursuant to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedClauses 3.1.1 to 3.

Directors. 27.1 There Promptly upon Sub having acquired a ---------- majority of the combined voting power of the Shares and Class B Shares, Sub shall be a board entitled to designate such number of directors on the Board of Directors consisting of not less than one person provided however that the Company may as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, a majority of such directors, and the Company shall, at such time, cause Sub's designees to be so elected by Ordinary Resolution increase or reduce its existing Board of Directors; provided, however, that in the limits event that -------- ------- Sub's designees are elected to the Board of Directors of the Company, 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 (the "Independent Directors"); and provided further -------- ------- that, in such event, if the number of Directors. 27.2 The Independent Directors shall be divided into reduced below three classes: Class Ifor any reason whatsoever, Class II and Class III. The number the remaining Independent Directors or Director shall designate a person or persons to fill such vacancy or vacancies, each of Directors in each class whom shall be as nearly equal as possible. Upon deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the adoption other directors shall designate three persons to fill such vacancies who shall not be officers or affiliates of the ArticlesCompany or any of its subsidiaries, or officers or affiliates of Parent or any of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the existing Directors Company shall take all action requested by resolution classify themselves as Class IParent that is reasonably necessary to effect any such election, Class II or Class III Directorsincluding mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). The Class I Directors shall stand appointed for a term expiring In connection with the foregoing, the Company will promptly, at the Company’s first annual general meetingoption of Parent, either increase the Class II Directors shall stand appointed for a term expiring at size of the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment 's Board of Directors and/or obtain the removal resignation of one such number of its current directors as is necessary to enable Sub's designees to be elected or more Directors appointed to, and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of to constitute a majority of the remaining directors on, the Company's Board of Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedprovided above.

Directors. 27.1 There shall be a board The Board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. 27.2 The Directors shall be divided into three classes: Class IA, Class II B and Class III. C. The number of Directors directors in each class shall be as nearly equal as possible. Upon At the adoption first election of directors by the Articlesincorporator, the existing Directors incorporator shall by resolution classify themselves as elect a Class I, Class II or Class III Directors. The Class I Directors shall stand appointed C director for a term expiring at the CompanyCorporation’s first annual general meetingthird Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, the Class II Directors B and Class C directors, as necessary. The directors in Class A shall stand appointed be elected for a term expiring at the Company’s second annual general meeting and first Annual Meeting of Stockholders, the directors in Class III Directors B shall stand appointed be elected for a term expiring at the Company’s second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third annual general meetingAnnual Meeting of Stockholders. Commencing at the Company’s first annual general meeting, Annual Meeting of Stockholders and at each annual general meeting Annual Meeting of Stockholders thereafter, Directors appointed directors elected to succeed those Directors directors whose terms expire shall be appointed elected for a term of office to expire at the third succeeding annual general meeting Annual Meeting of Stockholders after their appointmentelection. Except as the Statute or other Applicable General Corporation Law of Deaware may otherwise require, in the interim between annual general Annual Meetings of Stockholders or special meetings or extraordinary general meetings of stockholders called for the appointment election of Directors directors and/or the removal of one or more Directors directors and the filling of any vacancy in that connection, additional Directors newly created directorships and any vacancies in the board Board of Directors, including unfilled vacancies resulting from the removal of Directors directors for cause, may be filled by the vote of a majority of the remaining Directors directors then in office, although less than a quorum (as defined in the Articlesby-laws of the Corporation), or by the sole remaining Directordirector. All Directors directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed elected and qualified. A Director appointed director elected to fill a vacancy resulting from the death, resignation or removal of a Director director shall serve for the remainder of the full term of the Director director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed elected and qualified. Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

Directors. 27.1 There (a) Promptly upon the acceptance for payment of, and payment for, Shares constituting a majority of the then outstanding Shares by Purchaser or Merger Sub, as applicable, pursuant to the Offer, Purchaser from time to time shall be a board entitled to designate such number of directors (rounded up to the next whole number) on the Board of Directors consisting of the Company as will give Purchaser or Merger Sub, as applicable, subject to compliance with Section 14(f) of the Exchange Act, that percentage of the total number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this Section) equal to the percentage of then outstanding Shares owned by Purchaser or Merger Sub (provided that such percentage of the total number of directors shall not be less than one person provided however that a majority of the Board of Directors of the Company), and the Company may shall, at such time, cause Purchaser's or Merger Sub's designees, as applicable, to be so elected by Ordinary Resolution increase its existing Board of Directors; provided, however, that in the event that such -------- ------- designees are elected to the Board of Directors of the Company, until the Effective Time such Board of Directors shall have at least two directors who are directors on the date of this Agreement and who are neither officers of the Company nor affiliates of Purchaser or reduce Merger Sub (the limits in "Independent Directors"); and provided further that if the number of Directors. 27.2 The Independent Directors shall be divided into three classes: Class Ireduced below two for any reasons whatsoever, Class II and Class III. The number of Directors in each class the remaining Independent Director shall designate a person to fill such vacancy who shall be as nearly equal as possible. Upon deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the adoption other directors shall designate two persons to fill such vacancies who shall not be officers or affiliates of the ArticlesCompany or officers or affiliates of Purchaser or any of its Subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) Subject to applicable law, the existing Directors Company shall take all actions requested by resolution classify themselves Purchaser necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder by the SEC, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (as Class Idefined below). In connection with the foregoing, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring the Company will promptly, at the Company’s first annual general meetingoption of Purchaser, either increase the Class II Directors shall stand appointed for a term expiring at size of the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment 's Board of Directors and/or obtain the removal resignation of one such number of its current directors as is necessary to enable Purchaser's or more Merger Sub's designees, as applicable, to be elected or appointed to, and to constitute (rounded up to the next whole number) that percentage of the total number of directors on the Board of Directors and of the filling Company (giving effect to the election of any vacancy in additional directors pursuant to this Section) equal to the percentage of then outstanding Shares owned by Purchaser or Merger Sub (provided that connection, additional Directors and any vacancies in such percentage of the board total number of Directors, including unfilled vacancies resulting from directors shall not be less than a majority of the removal Board of Directors for causeof the Company). (c) Following the election of Purchaser's or Merger Sub's designees, may be filled by as applicable, pursuant to this Section 6.11, prior to the vote Effective Time, any amendment or termination of this Agreement or waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedIndependent Directors.

Directors. 27.1 There Promptly upon the acceptance for payment of, --------- and payment for, such number of shares of Common Stock by Merger Sub pursuant to the Offer as satisfies the Minimum Condition (the "Majority Acquisition"), and -------------------- from time to time thereafter, Merger Sub shall be a board entitled to designate such number of directors on the Board of Directors consisting of not less than one person the Company, rounded up to the next greatest whole number, subject to compliance with Section 14(f) of the Exchange Act, as shall represent a percentage of the Board of Directors equal to the percentage of the outstanding shares of Common Stock owned by Merger Sub; provided however that that, from the Majority Acquisition until the Effective Time, at least -------- two persons who are directors of the Company may by Ordinary Resolution increase or reduce on the limits in date hereof shall be directors of the Company (the "Continuing Directors"); and provided further -------------------- --- -------- ------- that, if the number of Directors. 27.2 The Continuing Directors shall be divided into three classes: Class Ireduced below two for any reason whatsoever, Class II any remaining Continuing Directors shall be entitled to designate a person to fill such vacancy as 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, directors, stockholders or affiliates of Parent, Merger Sub or the Company, and Class IIIsuch persons shall be deemed to be Continuing Directors for purposes of this Agreement. The number Company and its Board of Directors in each class shall, at such time, take all such action needed to cause Merger Sub's designees to be appointed to the Company's Board of Directors. Subject to applicable law, the Company shall be as nearly equal as possible. Upon take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the adoption Information Statement containing the information required by Section 14(f) of the ArticlesExchange Act and Rule 14f-1 promulgated thereunder not later than ten days prior to the scheduled expiration date of the Offer, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Merger 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 Sub's designees). At such times, the existing Directors shall Company will also cause (i) each committee of the Board of Directors, (ii) if requested by resolution classify themselves as Class IMerger Sub, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal directors of Directors for cause, may be filled by the vote of a majority each of the remaining Directors then in officeCompany's subsidiaries and (iii) if requested by Merger Sub, although less than a quorum (each committee of such board to include persons designated by Merger Sub constituting the same percentage of each such committee or board as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder Merger Sub's designees are of the full term Board. The Company shall, upon request by Merger Sub, promptly increase the size of the Director whose death, resignation Board or removal exercise its best efforts to secure the resignations of such number of directors as is necessary to enable Merger Sub designees to be elected to the Board and shall have created such vacancy and until his successor shall have been appointed and qualifiedcause Merger Sub's designees to be so elected.

Directors. 27.1 There (a) Upon the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, Parent shall be a board entitled to designate such number of new directors, rounded up to the next whole number, on the Board of Directors consisting of not less than one person provided however the Company as is equal to the product of the total number of directors on the Board of Directors of the Company (determined after giving effect to the new directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of shares of Company may Common Stock beneficially owned by Ordinary Resolution increase or reduce Parent, Merger Sub and any of their Affiliates bears to the limits in total number of shares of Company Common Stock then outstanding, and the Company shall promptly take all actions necessary to cause Parent’s designees to be so elected; provided, however, that prior to the Effective Time, the Board of Directors of the Company shall always have at least three members who were members of the Board of Directors of the Company as of immediately prior to the Acceptance Time and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Company Directors”). If prior to the Effective Time, (i) the number of Directors. 27.2 The directors who are Company Directors is reduced to two (2), the remaining directors who were Company Directors shall be divided into three classes: Class Ientitled to designate one (1) person to the Board of Directors of the Company who is not an officer, Class II director, employee or designee of Parent, Merger Sub or any of their Affiliates and Class III. The who is reasonably satisfactory to Parent, (ii) the number of directors who are Company Directors in each class is reduced to one (1), the remaining director who was a Company Director shall be as nearly equal as possible. Upon entitled to designate two (2) persons to the adoption Board of Directors of the ArticlesCompany who are not officers, directors, employees or designees of Parent, Merger Sub or any of their Affiliates and who are reasonably satisfactory to Parent and (iii) there shall be no Company Directors for any reason, then the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at remaining individuals who constituted the Company’s first annual general meetingBoard of Directors immediately prior to the Acceptance Time shall be entitled to designate three (3) persons to the Board of Directors of the Company who are not officers, directors, employees or designees of Parent, Merger Sub or any of their Affiliates and who are reasonably satisfactory to Parent (and, in each case, the Class II persons so designated shall be considered Company Directors shall stand appointed for a term expiring purposes of this Agreement). Upon Parent’s request, at each such time Parent is entitled to designate directors on the Board of Directors of the Company’s second annual general meeting and , the Class III Company will also cause (i) each committee of the Board of Directors shall stand appointed for a term expiring at of the Company, (ii) the Board of Directors of each of the Subsidiaries and (iii) each committee of such Board of Directors of each of the Subsidiaries to include persons designated by Parent constituting at least the same percentage of each such committee or Board of Directors as Parent’s third annual general meeting. Commencing at designees constitute on the Board of Directors of the Company. The Company’s first annual general meetingobligations to cause the election or appointment of Parent’s designees to the Board of Directors of the Company shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 2.3(a), and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 2.3(a), so long as Parent shall have provided to the Company on a timely basis the information and consents with respect to Parent and its nominees, officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. Parent will be solely responsible for any information with respect to itself and its nominees, officers and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. (b) Prior to the Acceptance Time, the Company shall obtain irrevocable resignations, conditioned upon the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at each annual general meeting thereafterleast such number of shares of Company Common Stock as shall satisfy the Minimum Condition, Directors of a sufficient number of directors to implement the provisions of Section 2.3(a). The Company shall deliver to Parent true and complete copies of such resignations prior to the Acceptance Time. (c) Notwithstanding anything in this Agreement to the contrary but subject to Section 9.8, following the time directors designated by Parent are elected or appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment Board of Directors and/or of the removal of one or more Directors Company and prior to the filling of any vacancy in that connectionEffective Time, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the affirmative vote of a majority of the remaining Company Directors then in officeoffice shall be required to (i) amend or terminate this Agreement on behalf of the Company, although less than a quorum (as defined in ii) exercise or waive any of the Articles)Company’s rights or remedies hereunder, (iii) agree to extend the time for performance of Parent’s or Merger Sub’s obligations hereunder, or (iv) take any other action by the sole remaining Director. All Company in connection with this Agreement and the transactions contemplated hereby required to be taken by the Board of Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term Company adversely affecting the rights of the Director whose death, resignation Company’s stockholders (other than Parent or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedMerger Sub).

Directors. 27.1 There (a) Following the Acceptance Date and the payment by Merger Sub for such number of Company Shares validly tendered and not properly withdrawn pursuant to the Offer as satisfies the Minimum Condition, subject to compliance with the Company’s certificate of incorporation and bylaws and applicable Legal Requirements (including the applicable Marketplace Rules of the NASDAQ), Parent shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in entitled to designate the number of Directors. 27.2 The Directors shall be divided into three classes: Class Idirectors, Class II and Class III. The rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of Directors in each class shall be as nearly equal as possible. Upon directors on the adoption Company Board (giving effect to the election of any additional directors pursuant to this Section) and (ii) the Articlespercentage that the number of Company Shares beneficially owned by Parent and/or Merger Sub (including Company Shares accepted for payment and actually paid by Merger Sub pursuant to the Offer) bears to the total number of Company Shares outstanding, and, upon Merger Sub’s request at any time following the purchase of and payment for Company Shares pursuant to the Offer, the existing Directors Company shall cause Parent’s designees to be elected or appointed to the Company Board, including by resolution classify themselves increasing the number of directors, and seeking and accepting resignations of incumbent directors. Following the Acceptance Date and the payment by Merger Sub for such number of Company Shares validly tendered and not properly withdrawn pursuant to the Offer as Class Isatisfies the Minimum Condition, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at subject to compliance with the Company’s first annual general meetingcertificate of incorporation and bylaws and applicable Legal Requirements (including the applicable Marketplace Rules of the NASDAQ), upon Merger Sub’s request, the Class II Directors Company shall stand appointed for also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Company Board and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board. Notwithstanding the foregoing, until Parent and/or Merger Sub acquires a term expiring at majority of the outstanding Company Shares on a fully-diluted basis, the Company shall use its commercially reasonable efforts to ensure that all of the members of the Company Board and such committees and boards as of the date hereof who are not employees of the Company remain members of the Company Board and such committees and boards until the Effective Time. (b) The Company’s second annual general meeting obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and the Class III Directors Rule 14f-1 promulgated thereunder. The Company shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meetingpromptly take all actions, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, include in the interim between annual general meetings Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.03. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or extraordinary general meetings called for the appointment of Directors and/or Parent’s designees pursuant to Section 1.03(a) and until the removal of one or more Directors and Effective Time, the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote approval of a majority of the remaining Directors directors of the Company then in officeoffice who were not designated by Parent (the “Independent Directors”) shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, although less including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub and any waiver of any right, benefit or remedy of the Company, (i) amendment of any the Company’s certificate of incorporation and bylaws if such action would adversely affect or would reasonably be expected to adversely affect the holders of Company Shares (other than a quorum (as defined in the ArticlesParent or Merger Sub), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder (ii) any other action of the full term Company Board under or in connection with this Agreement if such action would adversely affect, or would reasonably be expected to adversely affect, the holders of the Director whose death, resignation Company Shares (other than Parent or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedMerger Sub).

Directors. 27.1 There (a) Promptly upon the payment by the Purchaser for Shares pursuant to the Offer, and from time to time thereafter, the Purchaser shall be a board entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors consisting of not less than one person provided however the Company as is equal to the product of the total number of directors on the Board of Directors of the Company (determined after giving effect to the directors designated by the Purchaser pursuant to this sentence) multiplied by the percentage that the Company may by Ordinary Resolution increase or reduce the limits in the aggregate number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The Shares beneficially owned by the Purchaser or its affiliates bears to the total number of Directors in each class shall be as nearly equal as possible. Upon Shares then outstanding, and the adoption Company shall, subject to compliance with Section 14(f) of the ArticlesExchange Act and Rule 14f-1 promulgated thereunder, upon request of the existing Directors shall by resolution classify themselves as Class IPurchaser, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at promptly take all actions necessary to cause the Company’s first annual general meetingPurchaser's designees to be so elected, including, if necessary, promptly increasing the Class II Directors shall stand appointed for a term expiring at size of the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment Board of Directors and/or of the removal Company or seeking the resignations of one or more existing directors, or both; provided, however, that prior to the Effective Time (as defined in Section 2.02) the Board of Directors of the Company shall always have at least two members who are neither officers, directors, shareholders or designees of the Purchaser or any of its affiliates ("Purchaser Insiders"). If the number of directors who are not Purchaser Insiders is reduced below two for any reason prior to the Effective Time, then the remaining directors who are not Purchaser Insiders (or if there is only one director who is not a Purchaser Insider, the remaining director who is not a Purchaser Insider) shall be entitled to designate a person (or persons) to fill such vacancy (or vacancies) who is not an officer, director, shareholder or designee of the Purchaser or any of its affiliates and who shall be a director not deemed to be a Purchaser Insider for all purposes of this Agreement. At such time, the filling Company (b) The Company's obligation to appoint the Purchaser's designees to the Board of Directors of the Company shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03, including mailing to the shareholders of the Company the information required by Section 14(f) and Rule 14f-1 as is necessary to enable the Purchaser's designees to be elected to the Board of Directors of the Company, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply in writing any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company. (c) From and after the election or appointment of the Purchaser's designees pursuant to this Section 1.03 and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any vacancy in that connectionof the obligations or other acts of Parent or the Purchaser or waiver of any of the Company's rights hereunder, additional Directors and or any vacancies in other action taken by the board of Directors, including unfilled vacancies resulting from the removal Board of Directors for causeof the Company in connection with this Agreement, may be filled by will require the vote concurrence of a majority of the remaining Directors directors of the Company then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedwho are not Purchaser Insiders.

Directors. 27.1 There Promptly after such time as Sub purchases Shares pursuant to the Offer, Sub shall be a board entitled, to the fullest extent permitted by law, to designate at its option up to that number of directors, rounded to the nearest whole number, of the Company's Board of Directors, subject to compliance with Section 14(f) of the Exchange Act, as will make the percentage of the Company's directors designated by Sub equal to the percentage of the aggregate voting power of the shares of Common Stock held by Parent or any of its Subsidiaries; provided, however, that in the event that Sub's designees are elected to the Board of Directors consisting of the Company, 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 less than one person provided however that officers of the Company may by Ordinary Resolution increase or reduce (the limits "Independent Directors"); and provided further that, in such event, if the number of Directors. 27.2 The Independent Directors shall be divided into reduced below three classes: Class Ifor any reason whatsoever, Class II the remaining Independent Directors or Director shall designate a person or persons to fill such vacancy or vacancies, each of whom shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its subsidiaries, or officers or affiliates of Parent or any of its subsidiaries, and Class IIIsuch persons shall be deemed to be Independent Directors for purposes of this Agreement. The number Following the election or appointment of Sub's designees pursuant to this Section 6.3 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Company Charter or the Amended and Restated By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Sub or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors in each class shall be as nearly equal as possible. Upon the adoption of the ArticlesCompany with respect to this Agreement, will require the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote concurrence of a majority of the remaining Independent Directors then in officeand no other action by the Company, although less than including any action by any other director of the Company, shall be required for purposes of this Agreement. To the fullest extent permitted by applicable law, the Company shall take all action requested by Parent that is reasonably necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a quorum (as defined timely basis all information required to be included in the ArticlesInformation Statement with respect to Sub's designees). In connection with the foregoing, the Company will promptly, at the option of Parent, to the fullest extent permitted by law, either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal Company's Board of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedDirectors as provided above.

Directors. 27.1 There (a) Promptly upon the first acceptance for payment pursuant to the Offer of Shares that represent at least a majority of the issued and outstanding Shares, and the transfer of funds to a paying agent to cover the Closing Amount with respect to such Shares, Parent shall be a board entitled to designate such number of directors on the Company Board of Directors consisting as will give Parent, subject to compliance with Section 14(f) of not less than one person provided however that the Exchange Act, representation on the Company may Board of Directors equal to at least that number of directors, rounded up to the next whole number, which is the product of (x) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by Ordinary Resolution increase or reduce (y) the limits in percentage that (I) such number of Shares so accepted for payment by Sub and with respect to which funds were transferred to a paying agent to cover the Closing Amount plus the number of Shares otherwise owned by Parent, Sub, or any other subsidiary of Parent bears to (II) the number of such Shares outstanding, and the Company shall, at such time, cause Parent’s designees to be so elected; provided, however, that in the event that Parent’s designees are appointed or elected to the Company Board of Directors. 27.2 , until the Effective Time, the Company Board of Directors shall have at least three (3) directors who are directors on the date of this Agreement and who are not officers of the Company and are independent directors for purposes of The Nasdaq Stock Market listing requirements (the “Independent Directors”); and provided, further, that, in such event, if the number of Independent Directors shall be divided into reduced below three classes: Class I(3) for any reason whatsoever, Class II any remaining Independent Directors (or Independent Director, if there shall be only one remaining) 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 Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers or affiliates of the Company and Class IIIare independent directors for purposes of The Nasdaq Stock Market listing requirements, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. The number At such time, the Company shall, upon Parent’s request, also cause persons elected or designated by Parent to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors in of (i) each class shall be as nearly equal as possible. Upon the adoption committee of the ArticlesCompany Board of Directors, the existing Directors shall by resolution classify themselves as Class I, Class II (ii) each board of directors (or Class III Directors. The Class I Directors shall stand appointed for a term expiring at similar body) of each of the Company’s first annual general meetingSubsidiaries, and (iii) each committee (or similar body) of each such board, in each case only to the extent required by applicable Law or the rules of any stock exchange on which the Shares are listed. Subject to applicable Law, the Class II Directors Company shall stand appointed for take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and Sub shall have provided to the Company on a term expiring timely basis, and shall be solely responsible for, all information required to be included in the Information Statement with respect to Parent’s and Sub’s designees). In connection with the foregoing, the Company shall promptly, at the Companyoption of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its current directors, or both, as is necessary to enable Sub’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors designees to be elected or appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment Company Board of Directors and/or as provided above. (b) Notwithstanding anything in this Agreement to the removal contrary, if Parent’s designees constitute a majority of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal Company Board of Directors for causeafter the Acceptance Time and prior to the Effective Time, may be filled by then the affirmative vote of a majority of the remaining Independent Directors (or if only one (1) exists, then in officethe vote of such Independent Director) shall be required to (i) amend or terminate this Agreement by the Company, although less (ii) exercise or waive any of the Company’s rights, benefits or remedies hereunder, if such action would materially and adversely affect holders of Shares other than a quorum Parent or Sub, (as defined in iii) amend the Articles)certificate of incorporation or bylaws of the Company, or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder (iv) take any other action of the full term Company Board of Directors under or in connection with this Agreement or the transactions contemplated hereby; provided, however, that if there shall be no Independent Directors as a result of such persons’ deaths, disabilities or refusal to serve, then such actions may be effected by majority vote of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedentire Company Board of Directors.

Directors. 27.1 There shall be a board of Directors consisting of not less than one person provided however that (a) Effective upon the Company may by Ordinary Resolution increase or reduce payment for all Shares accepted following the limits in the number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meetingAcceptance Time, and at each annual general meeting all times thereafter, Directors appointed to succeed those Directors whose terms expire Parent shall be appointed for a term entitled to designate such number of office directors, rounded up to expire the next whole number, on the Company Board as is equal to the product of (i) the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the quotient obtained by dividing the aggregate number of Shares Beneficially Owned by Parent and Merger Sub or their respective Affiliates at such time by the third succeeding annual general meeting after their appointment. Except as total number of Shares then outstanding, and the Statute or other Applicable Law may otherwise requireCompany shall promptly take all actions reasonably necessary to cause Parent’s designees to be so elected, in including, if necessary, by increasing the interim between annual general meetings or extraordinary general meetings called for size of the appointment of Directors Company Board and/or obtaining the removal resignations of one or more Directors existing directors. Effective upon the payment for all Shares accepted following the Acceptance Time, and at all times thereafter, the filling Company shall, upon request of Parent, also cause individuals 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, (ii) each board of directors (or similar governing body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board of directors. (b) The Company’s obligations to cause the election or appointment of Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in order to fulfill its obligations under this Section 1.3, including mailing to stockholders together with the Schedule 14D-9 the information required under Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s designees to be elected or appointed to the Company Board. Parent shall supply to the Company in writing any information with respect to itself and its officers, directors and Affiliates to the extent required for the Company to comply with Section 14(f) of the Exchange Act and Rule 14f-1 and Parent shall be solely responsible for any such information. The provisions of Section 1.3(a) and Section 1.3(b) are in addition to and shall not limit any rights that any of Parent, Merger Sub or any of their respective Affiliates may have as a record holder or Beneficial Owner of Shares or a matter of applicable Law with respect to the election of directors or otherwise. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any vacancy in that connection, additional Directors and of the obligations or other acts of Parent or Merger Sub or waiver of any vacancies in of the board of Directors, including unfilled vacancies resulting from Company’s rights hereunder shall require the removal of Directors for cause, may be filled by the vote concurrence of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder directors of the full term Company in office prior to appointment of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedParent’s designees.

Directors. 27.1 There (a) Subject to compliance with applicable law, promptly upon the payment by Purchaser for the Shares pursuant to the Offer, and from time to time thereafter, Parent shall be a board entitled to designate such number of Directors consisting directors, rounded up to the next whole number, on the Company Board as is equal to the product of not less than one person provided however the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the Company may by Ordinary Resolution increase or reduce the limits in the aggregate number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class IIIShares beneficially owned by Parent or its affiliates bears to the total number of Shares then outstanding. The number Company shall, upon request of Directors in each class shall Parent, promptly take all actions necessary to cause Parent's designees to be as nearly equal as possible. Upon so elected, including, if necessary, increasing the adoption size of the Articles, Company Board (to the existing Directors shall extent permitted by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, 's Certificate of Incorporation and By-laws) and/or seeking the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal resignations of one or more existing directors, provided, however, that prior to the Effective Time (as defined in Section Section 2.2), the Company Board shall at all times have at least two members who are members of the Company Board on the date of this Agreement and are neither officers of the Company or any of its subsidiaries, or officers or directors of Purchaser or any of its affiliates ("Independent Directors"). If the number of Independent Directors is reduced below two prior to the Effective Time, the remaining Independent Director shall be entitled to designate a person to fill such vacancy who shall not be an officer or affiliate of the Company or any of its subsidiaries or an officer, director, or affiliate of Parent or any of its subsidiaries, and such person shall be deemed an Independent Director for all purposes of this Agreement. If no Independent Directors then remain, the filling other directors of the Company on the date hereof shall designate two persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its subsidiaries, or officers, directors or affiliates of Parent or any of its subsidiaries, and such persons shall be deemed to be Independent Directors for all purposes of this Agreement. (b) The Company's obligations to appoint Parent's designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall, at its expense, promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section Section 1.3. Parent will supply any information with respect to itself, and its officers, directors and affiliates required by such Section and Rule to the Company. (c) Following the election or appointment of Parent's designees pursuant to this Section Section 1.3 and prior to the Effective Time (as defined in Section Section 2.2), any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any vacancy in that connectionof the obligations or other acts of Parent or Purchaser or any waiver of any of the Company's rights hereunder, additional Directors and any vacancies in shall require the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote concurrence of a majority of the remaining Independent Directors then in office, although less than a quorum (as defined or in the Articlescase where there is only one Independent Director, the concurrence of such Independent Director), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualified.

Directors. 27.1 There (a) Promptly upon the payment by Sub for any Shares accepted by Sub for payment pursuant to the Offer at the Acceptance Time, which Shares represent at least a majority of the issued and outstanding Shares pursuant to the Offer, Parent shall be a board entitled to designate such number of directors on the Company Board of Directors consisting as will give Parent, subject to compliance with Section 14(f) of not less than the Exchange Act, representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, which is the product of (x) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage that (I) such number of Shares so accepted for payment and paid for by Sub plus the number of Shares otherwise owned by Parent, Sub or any other subsidiary of Parent bears to (II) the number of such Shares outstanding, and the Company shall, at such time, cause Parent’s designees to be so elected; provided, however, that in the event that Parent’s designees are appointed or elected to the Company Board of Directors, until the Effective Time, the Company Board of Directors shall have at least three (3) directors who are directors on the date of this Agreement and who are “independent directors” for the purposes of NASDAQ listing requirements (the “Independent Directors”); and provided, further, that, in such event, if the number of Independent Directors shall be reduced below three (3) for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there shall be only one person provided however remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement. The Company may designate, prior to the Acceptance Time, two alternate Independent Directors that the Company may by Ordinary Resolution increase or reduce the limits Board of Directors shall appoint in the number event of the death, disability or resignation of the Independent Directors, each of whom shall, following such appointment to the Company Board of Directors. 27.2 The Directors , shall be divided into three classes: Class Ideemed to be an Independent Director pursuant to this Section 6.10. From and after the Acceptance Time, Class II the Company and Class III. The number Parent shall use commercially reasonable best efforts, as permitted by applicable Laws and the rules of NASDAQ Global Select Market, upon Parent’s request, also cause persons elected or designated by Parent to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors in of (i) each class shall be as nearly equal as possible. Upon the adoption committee of the ArticlesCompany Board of Directors, the existing Directors shall by resolution classify themselves as Class I, Class II (ii) each board of directors (or Class III Directors. The Class I Directors shall stand appointed for a term expiring at similar body) of each of the Company’s first annual general meetingSubsidiaries, and (iii) each committee (or similar body) of each such board, in each case only to the extent permitted by applicable Law or the rules of any stock exchange on which the Shares are listed. Subject to applicable Law, the Class II Directors Company and Parent shall stand appointed for take all action requested by Parent necessary to effect any such election, including mailing to its shareholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and Sub shall have provided to the Company on a term expiring timely basis, and shall be solely responsible for, all information required to be included in the Information Statement with respect to Parent, Sub and Parent’s designees). In connection with the foregoing, the Company shall promptly, at the Companyoption of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its current directors, or both, as is necessary to enable Parent’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors designees to be elected or appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment Company Board of Directors and/or as provided above. (b) Notwithstanding anything in this Agreement to the removal contrary, if Parent’s designees constitute a majority of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal Company Board of Directors for causeafter the Acceptance Time and prior to the Effective Time, may be filled by then the affirmative vote of a majority of the remaining Independent Directors (or if only one (1) exists, then in officethe vote of such Independent Director) shall be required to (i) amend or terminate this Agreement by the Company, although less (ii) exercise or waive any of the Company’s rights, benefits or remedies hereunder, if such action would materially and adversely affect holders of Shares other than a quorum Parent or Sub, (as defined in iii) amend the Articles)certificate of incorporation or bylaws of the Company, or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder (iv) take any other action of the full term Company Board of Directors under or in connection with this Agreement or the transactions contemplated hereby; provided, however, that if there shall be no Independent Directors as a result of such persons’ deaths, disabilities or refusal to serve, then such actions may be effected by majority vote of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedentire Company Board of Directors.

Directors. 27.1 There Provided that the Minimum Tender Condition (as such term is defined in Exhibit A) has been satisfied, promptly upon the acceptance for payment of, and payment by Acquisition for, all MGI Shares tendered and not withdrawn pursuant to the Offer, Acquisition shall be a board entitled to designate such number of directors on the Board of Directors consisting of MGI as will give Acquisition, subject to compliance with Section 14(f) of the Exchange Act, a majority of such directors and MGI shall, at such time, cause Acquisition's designees to be so elected; provided, however, that in the event that Acquisition's designees are appointed or elected to the Board of Directors of MGI, until the Effective Time such Board of Directors shall have at least two directors who are directors on the date hereof or who are otherwise not less than one person officers, directors or affiliates of Acquisition and are independent directors under any applicable rules of the Boston Stock Exchange or the NASDAQ Smallcap Market (the "Independent Directors"); and provided however that the Company may by Ordinary Resolution increase or reduce the limits further that, in such event, if the number of Directors. 27.2 The Independent Directors shall be divided into three classes: Class Ireduced below two for any reason whatsoever, Class II any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who shall not be officers, stockholders or affiliates of Acquisition and Class IIIwho shall be independent directors under the rules of the Boston Stock Exchange, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. The Subject to applicable law, MGI shall take all action requested by Parent necessary to effect any such election, including mailing to its Stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and MGI agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Acquisition shall have provided to MGI on a timely basis all information required to be included in the Information Statement with respect to Acquisition's designees). In connection with the foregoing, MGI will promptly, at the option of Acquisition, either increase the size of MGI's Board of Directors or obtain the resignation of such number of Directors in each class shall its current directors as is necessary to enable Acquisition's designees to be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed elected to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment MGI's Board of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedprovided above.

Directors. 27.1 There Upon the Offer Closing and all times thereafter, subject to compliance with applicable Laws and the applicable rules of NASDAQ, Merger Sub shall be a board entitled to elect or designate such number of Directors consisting directors, rounded up to the next whole number, on the Company Board as is equal to the product of not less than one person provided however (i) the total number of directors on the Company Board (after giving effect to the directors elected or designated by Merger Sub pursuant to this sentence) multiplied by (ii) the percentage that the Company may by Ordinary Resolution increase or reduce the limits in the aggregate number of Directors. 27.2 The Directors shares of Common Stock beneficially owned by Parent, Merger Sub and any of their Subsidiaries bears to the total number of shares of Common Stock then outstanding. As used in this Agreement, the term “beneficial ownership” (and its correlative terms) shall be divided into three classes: Class I, Class II and Class IIIhave the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company and the Company Board shall, upon Merger Sub’s request at any time following the Offer Closing, take all such actions necessary to (A) appoint to the Company Board the individuals designated by Merger Sub and permitted to be so designated by the first sentence of this Section 1.3, including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of Directors in its incumbent directors as are necessary or desirable to enable Merger Sub’s designees to be so elected or designated to the Company Board, and (B) cause Merger Sub’s designees to be so appointed at such time. The Company shall, upon Merger Sub’s request following the Offer Closing, also cause Persons elected or designated by Merger Sub to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of each class shall be as nearly equal as possible. Upon the adoption committee of the ArticlesCompany Board to the extent permitted by applicable Laws and the rules of NASDAQ. From and after the Offer Closing, the existing Directors shall by resolution classify themselves Company shall, at Parent’s request, take all action necessary to elect to be treated as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (“controlled company” as defined in the Articles), or by the sole remaining Directorrules of NASDAQ and make all necessary filings and disclosures associated with such status. All Directors The Company’s obligations under this Section 1.3 shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed be subject to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder Section 14(f) of the full term Exchange Act and Rule 14f-l promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) of the Director whose deathExchange Act and Rule 14f-l in order to fulfill its obligations under this Section 1.3, resignation including mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) of the Exchange Act and Rule 14f-l as is necessary to enable Merger Sub’s designees to be elected or removal designated to the Company Board. Merger Sub shall have created such vacancy supply the Company with, and until his successor shall have been appointed be solely responsible for, information with respect to Merger Sub’s designees and qualified.Parent’s and Merger Sub’s respective officers, directors and Affiliates to the extent required by Section 14(f) of the Exchange Act and Rule 14f-l.

Directors. 27.1 There (a) Promptly upon the first acceptance for payment of, and payment by Sub for, any shares of Company Common Stock which represent at least a majority of the issued and outstanding shares of Company Common Stock (which assumes the exercise or conversion of all vested options, rights and securities exercisable or convertible into shares of such class) pursuant to the Offer, Parent shall be a board entitled to designate such number of directors on the Company Board of Directors consisting as will give Parent, subject to compliance with Section 14(f) of not less than one person provided however that the Exchange Act, representation on the Company may Board of Directors equal to at least that number of directors, rounded up to the next whole number, which is the product of (x) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by Ordinary Resolution increase or reduce (y) the limits in percentage that (I) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Parent, Sub or any other subsidiary of Parent bears to (II) the number of such shares of Company Common Stock outstanding, and the Company shall, at such time, cause Parent’s designees to be so elected; provided, however, that in the event that Parent’s designees are appointed or elected to the Company Board of Directors. 27.2 The , until the Effective Time the Company 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 (the “Independent Directors”); and provided further that, in such event, if the number of Independent Directors shall be divided into reduced below three classes: Class Ifor any reason whatsoever, Class II any remaining Independent Directors (or Independent Director, if there shall be only one remaining) 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 Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers or affiliates of the Company, Parent or Sub, and Class IIIsuch persons shall be deemed to be Independent Directors for purposes of this Agreement. The number At such time, the Company shall, upon Parent’s request, also cause persons elected or designated by Parent to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors in of (i) each class shall be as nearly equal as possible. Upon the adoption committee of the ArticlesCompany Board of Directors of Directors, the existing Directors shall by resolution classify themselves as Class I, Class II (ii) each board of directors (or Class III Directors. The Class I Directors shall stand appointed for a term expiring at similar body) of each of the Company’s first annual general meetingSubsidiaries, and (iii) each committee (or similar body) of each such board, in each case only to the extent permitted by applicable Law or the rules of any stock exchange on which the Company Common Stock is listed. Subject to applicable Law, the Class II Directors Company shall stand appointed for take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a term expiring timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the Companyoption of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its current directors, or both, as is necessary to enable Sub’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors designees to be elected or appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment Company Board of Directors and/or as provided above. (b) Notwithstanding anything in this Agreement to the removal contrary, if Parent’s designees constitute a majority of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal Company Board of Directors after the acceptance for causepayment of shares of Company Capital Stock pursuant to the Offer and prior to the Effective Time, may be filled by then the affirmative vote of a majority of the remaining Independent Directors (or if only one exists, then in officethe vote of such Independent Director) shall be required to (i) amend or terminate this Agreement by the Company, although less (ii) exercise or waive any of the Company’s rights, benefits or remedies hereunder, if such action would materially and adversely affect holders of shares of Company Capital Stock other than a quorum Parent or Sub, (as defined in iii) amend the Articles)certificate of incorporation or by-laws of the Company, or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder (iv) take any other action of the full term Company Board of Directors under or in connection with this Agreement or the transactions contemplated hereby; provided, however, that if there shall be no Independent Directors as a result of such persons’ deaths, disabilities or refusal to serve, then such actions may be effected by majority vote of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedentire Company Board of Directors.

Directors. 27.1 There (a) Promptly upon payment by Sub for the Shares pursuant to the Offer, Sub shall be a board entitled to designate such number of directors, rounded up to the next whole number, as will give Sub representation on the Board of Directors consisting equal to at least that number of not less than one person provided however directors equal to the product of (i) the total number of directors on the Board of Directors and (ii) the percentage that the Company may by Ordinary Resolution increase or reduce the limits in the number of Shares so purchased bears to the number of Shares outstanding, and the Company shall, at such time, use its best efforts to cause the appropriate number of directors who are members of the Board of Directors as of the date hereof to resign and Sub's designees to be appointed or elected; provided, however, that notwithstanding the foregoing, until the Effective Time (defined in Section 2.3), there shall be, to the extent they are willing to continue to serve, at least three directors on the Board of Directors who are directors on the date hereof and who are not designees nor officers, directors, employees or affiliates of Parent or Sub nor are employees of the Company or any of its Subsidiaries (the "Independent Directors. 27.2 The "); provided, further, that if the number of Independent Directors shall be divided into reduced below three classes: Class Ifor any reason, Class II and Class III. The number the Board of Directors in each class shall be as nearly equal as possible. Upon shall, subject to the adoption approval of the Articlesremaining Independent Directors, if any, designate a person or persons to fill the existing Directors shall by resolution classify themselves as Class Ivacancy or vacancies who are directors on the date hereof and not an officer, Class II director, employee or Class III Directors. The Class I Directors shall stand appointed for a term expiring at affiliate of Parent or Sub nor an employee of the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall Any vacancies that cannot be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, filled in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may foregoing manner shall be filled by the vote Board of Directors at its discretion. (b) The Company's obligations to appoint Sub's designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. Parent and Sub shall supply and shall be solely responsible for all information with respect to themselves, their officers, directors and affiliates, and Sub's designees required by Section 14(f) and Rule 14f-1. (c) Following the election of Sub's designees pursuant to this Section and until the Effective Time, any amendment of this Agreement or the Articles of Incorporation or Bylaws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Sub, any waiver of any of the Company's rights hereunder, or any transaction between Parent (or any affiliate or associate thereof) and the Company shall require the concurrence of a majority of the remaining Independent Directors. The Independent Directors then in office, although less than a quorum (shall have the authority to retain such counsel and other advisors at the expense of the Company as defined are reasonably appropriate to assist them in the Articles)exercise of their duties in connection with this Agreement. In addition, or by the sole remaining Director. All Independent Directors shall hold office until have the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed authority to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder institute any action on behalf of the full term Company to enforce performance of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedthis Agreement.

Directors. 27.1 There (a) Effective upon the acceptance for payment by Merger Sub of shares of Company Common Stock pursuant to the Offer (the "APPOINTMENT TIME"), Parent shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in entitled to designate the number of directors, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the number of shares of Company Common Stock owned by Parent or Merger Sub (including shares of Company Common Stock accepted for payment) bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action reasonably necessary to cause Parent's designees to be elected or appointed to the Company's Board of Directors. 27.2 The , including, without limitation, at the option of Parent, increasing the number of directors, or seeking and accepting resignations of incumbent directors, or both; PROVIDED, HOWEVER, that prior to the Effective Time, the Company's Board of Directors shall always have at least two members who were directors of the Company prior to consummation of the Offer (each, a "CONTINUING DIRECTOR"). If the number of Continuing Directors is reduced to fewer than two for any reason prior to the Effective Time, the remaining and departing Continuing Directors shall be divided into three classes: Class Ientitled to designate a person to fill the vacancy. Notwithstanding anything in this Agreement to the contrary, Class II and Class III. The number if Parent's designees are elected to the Company's Board of Directors in each class shall be as nearly equal as possible. Upon prior to the adoption of the ArticlesEffective Time, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the affirmative vote of a majority of the remaining Continuing Directors then shall be required for the Company to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) waive any of the Company's rights, benefits or remedies hereunder, (c) extend the time for performance of Parent's and Merger Sub's respective obligations hereunder, or (d) approve any other action by the Company which is reasonably likely to adversely affect the interests of the stockholders of the Company (other than Parent, Merger Sub and their affiliates (other than the Company and its Subsidiaries)) with respect to the transactions contemplated by this Agreement. (b) The Company's obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. The Company shall promptly take all actions required pursuant to this Section 1.3 and Rule 14f-l in office, although less than a quorum (as defined order to fulfill its obligations under this Section 1.3 and shall include in the Articles)Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-l. Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, or officers, directors and affiliates required by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office Section 14(f) and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedRule 14f-1.

Directors. 27.1 There (a) Promptly upon the purchase of and payment for any Shares by Yahoo! or Purchaser which represents at least a majority of the outstanding Shares (on a Fully Diluted Basis), Yahoo! shall be a board entitled to elect or designate such number of directors, rounded up to the next whole number, on Launch's Board of Directors consisting as is equal to the product of not less than one person provided however the total number of directors on Launch's Board of Directors (giving effect to the directors elected or designated by Yahoo! pursuant to this sentence) multiplied by the percentage that the Company may by Ordinary Resolution increase or reduce the limits in the aggregate number of Directors. 27.2 The Directors shall be divided into three classes: Class IShares beneficially owned by Purchaser, Class II Yahoo! and Class III. The any of their affiliates bears to the total number of Directors in each class shall be Shares then outstanding (including for purposes of this Section 1.3 such Shares as nearly equal as possibleare accepted for payment pursuant to the Offer, but excluding Shares subject to purchase under the Stockholders Agreement and Shares owned by Launch or any of its subsidiaries). Upon Launch shall, upon Yahoo!'s request, use its reasonable efforts either to promptly increase the adoption size of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board Launch's Board of Directors, including unfilled vacancies resulting from by amending the removal Bylaws of Launch if necessary so as to increase the size of Launch's Board of Directors, or promptly secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Yahoo!'s designees to be so elected or designated to Launch's Board of Directors, and shall use its reasonable best efforts to cause Yahoo!'s designees to be so elected or designated at such time. At such time, Launch shall, upon Yahoo!'s request, also cause persons elected or designated by Yahoo! to constitute the same percentage (rounded up to the next whole number) as is on Launch's Board of Directors of (i) each committee of Launch's Board of Directors; (ii) each board of directors (or similar body) of each Launch subsidiary; and (iii) each committee (or similar body) of each such board, in each case only to the extent permitted by applicable law or the rules of any stock exchange or trading market on which Launch's common stock is listed or traded. Launch's obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Launch shall promptly upon execution of this Agreement take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including, but not limited to, mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Yahoo!'s designees to be elected or designated to Launch's Board of Directors. Yahoo! or Purchaser shall supply Launch in writing and be solely responsible for causeany information with respect to either of them and their nominees, officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Purchaser, Yahoo! 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. (b) In the event that Yahoo!'s designees are elected or designated to Launch's Board of Directors as contemplated by Section 1.3(a), then, until the Effective Time (as defined in Section 1.5), Launch shall cause Launch's Board of Directors to have at least two (2) non-employee directors who are directors on the date hereof (the "Independent Directors"), provided, however, that if any Independent Director is unable to serve due to death or disability, the remaining Independent Director(s) shall be filled entitled to elect or designate another person (or persons) who serves as a director on the date hereof to fill such vacancy, and such person (or persons) shall be deemed to be an Independent Director for purposes of this Agreement. If no Independent Director then remains, the other directors shall designate two persons who are directors on the date hereof (or, in the event there shall be less than two directors available to fill such vacancies as a result of such persons' deaths, disabilities or refusals to serve, such smaller number of persons who are directors on the date hereof) to fill such vacancies and such persons shall be deemed Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Yahoo!'s designees constitute a majority of Launch's Board of Directors during the period after the election of such directors designated by Yahoo! pursuant to this Section 1.3 but prior to the Effective Time, the Board of Directors of Launch shall delegate to a committee of the Board of Directors of Launch comprised solely of the Independent Directors (the "Committee") the sole responsibility for (i) the amendment or termination of this Agreement (in either case in accordance with this Agreement) on behalf of Launch, (ii) the waiver of any of Launch's rights or remedies hereunder, (iii) the extension of the time for performance of Yahoo!'s or Purchaser's obligations hereunder, or (iv) the assertion or enforcement of Launch's rights under this Agreement to object to a termination of this Agreement under Section 8.1(e). In addition, if Yahoo!'s designees constitute a majority of Launch's Board of Directors after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective Time, then, in addition to the foregoing, the affirmative vote of a majority of the remaining Independent Directors (or, if there shall be only one Independent Director, the affirmative vote of the single Independent Director) shall be required to (i) amend the Certificate of Incorporation or Bylaws of Launch if such action would materially and adversely affect holders of Shares other than Yahoo! or Purchaser; or (ii) take any other action of Launch's Board of Directors under or in connection with this Agreement if such action would materially and adversely affect holders of Shares other than Yahoo! or Purchaser; provided, however, that if there shall be no Independent Directors as a result of such persons' deaths, disabilities or refusal to serve, then in office, although less than a quorum (as defined such actions and the actions referenced in the Articles), or immediately prior sentence may be effected by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder majority vote of the full term entire Launch Board of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedDirectors.

Directors. 27.1 There (a) The Board shall be a board composed of Directors consisting eight directors, unless Richxxx X. Xxxxxxxx xxxses to serve as Chairman and Chief Executive Officer of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce but remains a member of the limits Board, in which case (and until Mr. Xxxxxxxx xx longer serves on the number of Directors. 27.2 The Directors Board) the Board shall be divided into three classes: Class Icomposed of nine directors. At Closing, Class II and Class III. the Directors of Company shall be as set forth on Exhibit C. The number of Directors in each class constituting the Board shall not be changed until the earlier to occur of (x) the Transition Date and (y) such time as nearly equal as possible. Upon the adoption any Person acquires at least 80% of the Articlesissued and outstanding Common Stock, the existing Directors shall by resolution classify themselves as Class Iprovided, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meetinghowever, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the Board, with the unanimous consent of each Director who is a designee of any Evercore Entities pursuant to this Section 3.2, may alter the size of the Board; provided, further, that no reduction shall eliminate a designee of any Shareholder under Section 3.2(b) without such Shareholder's consent. (b) Until the Transition Date, The Evercore Entities shall be entitled to designate, nominate or elect four persons (with each Evercore Entity designating or electing at least one of the persons) as directors of the Company (five persons if Richxxx X. Xxxxxxxx xx longer serves as Chief Executive Officer of the Company but serves on the Board), EIF shall be entitled to designate, nominate or elect one person as a director of the Company and the Management Shareholders and any other holders of Securities shall be entitled to designate, nominate or elect the three remaining Directors then in office, although directors of the Company. From the Transition Date until such time as the Evercore Entities Beneficially Own a Company Ownership Interest of less than 10%, the Evercore Entities shall be able to designate, nominate or elect a quorum (number of persons as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder directors of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualified.Company equal to the

Directors. 27.1 There (a) Subject to compliance with applicable Law and after the Acceptance Date, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors equal to the product of (i) the total number of directors on the Board of Directors (giving effect to the directors designated by Parent and elected or appointed to the Board pursuant to this sentence and including directors continuing to serve as directors of the Company) multiplied by (ii) the percentage (the “Board Percentage”) that the aggregate number of shares of Common Stock beneficially owned by Parent, Merger Sub or any of their affiliates (including, for purposes of such percentage, the shares of Common Stock that are accepted for payment pursuant to the Offer and that the Per Share Amount has been deposited for) bears to the aggregate number of shares of Common Stock then outstanding; provided, that following the time directors designated by Parent are elected or appointed to the Board of Directors, and prior to the Effective Time, the Board of Directors shall always have at least two directors who are directors of the Company on the date hereof and who are neither officers of the Company nor designees, affiliates or associates (within the meaning of the Federal securities Laws) of Parent (each, an “Independent Director”); provided, further, that if there are in office fewer than two Independent Directors, the Company shall take all actions necessary to cause a person or, if there are two vacancies, two persons to fill such vacancy(ies) who shall be neither an officer of the Company nor a designee, affiliate or associate of Parent, and each such person(s) shall be deemed to be an Independent Director for purposes of this Agreement, or, if no Independent Directors remain, the other directors shall designate three persons to fill the vacancies who shall be neither an officer of the Company nor a designee, affiliate or associate of Parent, and each such person shall be deemed to be an Independent Director for purposes of this Agreement. At each such time, the Company shall, subject to any limitations imposed by applicable Law or NYSE AMEX rules, also cause (x) each committee of the Board of Directors, (y) if requested by Parent, the board of Directors consisting directors of not less than one person provided however that each of the Company’s Subsidiaries and (z) if requested by Parent, each committee of such board of directors of each of the Company’s Subsidiaries to include persons designated by Parent constituting the Board Percentage of each such committee or board as Parent’s designees constitute on the Board of Directors. The Company may shall, upon request by Ordinary Resolution increase or reduce Parent, secure the limits in the resignations of such number of Directors. 27.2 The Directors shall directors as necessary to enable Parent’s designees to be divided into three classes: Class I, Class II and Class III. The number elected or appointed to the Board of Directors in each class accordance with the terms of this Section 1.4(a) and shall cause Parent’s designees to be as nearly equal as possibleso elected or appointed. Upon The Company shall promptly amend, or cause to be amended, the adoption Bylaws, if necessary, to comply with the obligations of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III DirectorsCompany pursuant to this Section 1.4. The Class I Directors Company shall stand appointed for a term expiring promptly take, at the Company’s first annual general meetingexpense, any lawful action necessary to effect any such election, including mailing to its stockholders the Class II Directors shall stand appointed for a term expiring at information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder (provided, that Parent has provided the information described in the following sentence), unless such information has previously been provided to the Company’s second annual general meeting stockholders in the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) of the Class III Directors shall stand appointed for a term expiring at Exchange Act and Rule 14f-1 promulgated thereunder. (b) Notwithstanding anything in this Agreement to the Company’s third annual general meeting. Commencing at contrary, following the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors time directors designated by Parent are elected or appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment Board of Directors and/or and prior to the removal of one or more Directors and Effective Time, the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the affirmative vote of a majority of the remaining Independent Directors then in officeshall be required to (i) authorize any Contract between the Company and any of its Subsidiaries, although less on the one hand, and Parent, Merger Sub and any of their affiliates (other than a quorum (as defined in the ArticlesCompany and any of its Subsidiaries), on the other hand, (ii) amend or terminate this Agreement on behalf of the Company, (iii) use or waive any of the Company’s rights or remedies hereunder, (iv) extend the time for performance of Parent’s or Merger Sub’s obligations hereunder or (v) take any other action by the sole remaining DirectorCompany in connection with this Agreement or the transactions contemplated hereby required to be taken by the Board of Directors. All The Independent Directors shall hold office until have the expiration authority to retain such counsel (which may include current counsel to the Company) and other advisors at the expense of their respective terms of office the Company as determined appropriate by the Independent Directors and until their successors shall have been appointed and qualified. A Director appointed the authority to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder institute any action on behalf of the full term Company to enforce the performance of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedthis Agreement.

Directors. 27.1 There (a) After the Purchaser accepts for payment Shares tendered and not properly withdrawn pursuant to the Offer (the “Acceptance Time”), and at all times thereafter, Parent shall be a entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of the total number of directors on the Company Board (giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, the Purchaser or any of their respective Subsidiaries bears to the total number of Shares then outstanding. After the Acceptance Time, the Company shall, upon Parent’s request, take all actions as are necessary or desirable to enable Parent’s designees to be so elected or appointed to the Company Board, including but not limited to promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the Company Bylaws if necessary to increase the size of the Company Board) or promptly securing the resignations of such number of its incumbent directors, and shall cause Parent’s designees to be so elected or appointed at such time. After the Acceptance Time, the Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of Directors consisting directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the Marketplace Rules of The NASDAQ Global Market (the “Nasdaq”). After the Acceptance Time, the Company shall also, upon Parent’s request, take all action necessary to elect to be treated as a “controlled company” as defined by Nasdaq Marketplace Rule 5615(c)(1) and make all necessary filings and disclosures associated with such status. The provisions of this Section 1.3(a) are in addition to and shall not less than limit any rights that Parent, the Purchaser or any of their respective affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable Law with respect to the election of directors or otherwise. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(b), including mailing to stockholders (together with the Schedule 14D-9) any information required by Section 14(f) and Rule 14f-1 to enable Parent’s designees to be elected or designated to the Company Board at the time or times contemplated by this Section 1.3. Parent shall supply or cause to be supplied to the Company any information with respect to Parent, the Purchaser, their respective officers, directors and affiliates and proposed designees to the Company Board required by Section 14(f) and Rule 14f-1. (c) After Parent’s designees are elected or appointed to, and constitute a majority of, the Company Board pursuant to Section 1.3(a), and prior to the Effective Time, the Company shall cause the Company Board to maintain at least three directors who are members of the Company Board on the date hereof, each of whom shall be an “independent director” as defined by Rule 5605(a)(2) of the Nasdaq Marketplace Rules and eligible to serve on the Company’s audit committee under the Exchange Act and Nasdaq rules and, at least one person provided however of whom shall be an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and the instructions thereto (the “Continuing Directors”); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the Company shall take all necessary action (including creating a committee of the Company Board) so that the Company may by Ordinary Resolution increase remaining Continuing Director or reduce the limits in the number of Directors. 27.2 The Continuing Directors shall be divided into three classes: Class Ientitled to elect or designate another Person that satisfies the foregoing independence requirements to fill such vacancy, Class II and Class III. The number of Directors in each class such Person shall be as nearly equal as possibledeemed to be a Continuing Director for purposes of this Agreement. Upon After Parent’s designees are elected or designated to, and constitute a majority of, the adoption Company Board pursuant to Section 1.3(a), and prior to the Effective Time, in addition to any approvals of the ArticlesCompany Board or the stockholders of the Company as may be required by the Company Certificate, the existing Directors shall by resolution classify themselves as Class ICompany Bylaws or applicable Law, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at subject to the Company’s first annual general meetingterms hereof, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the affirmative vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Continuing Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve be required (i) for the remainder Company to terminate this Agreement or amend this Agreement, (ii) for the Company to exercise or waive any of the full term Company’s rights, benefits or remedies under this Agreement, (iii) except as otherwise contemplated by this Agreement, to amend the Company Certificate or the Company Bylaws or (iv) to take any other action of the Director whose deathCompany Board under or in connection with this Agreement, resignation in each case, if such termination, amendment, exercise, waiver or removal other action would reasonably be expected to adversely affect in any material respect the holders of Shares (other than Parent or the Purchaser); provided, however, that if there shall have created be no Continuing Directors as a result of such vacancy and until his successor shall have been appointed and qualifiedPersons’ deaths, disabilities or resignations, then such actions may be effected by majority vote of the entire Company Board.

Directors. 27.1 There Promptly upon the acceptance for payment of, and payment by Sub for, any shares of Common Stock pursuant to the Offer, Sub shall be a board entitled to designate such number of Directors consisting of not less than one person provided however that directors on the Company may Board as shall give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, which is the product of (a) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by Ordinary Resolution increase or reduce (b) the limits in percentage that (i) such number of shares of Common Stock so accepted for payment and paid for by Sub plus the number of shares of Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (ii) the number of such shares outstanding, and the Company shall, at such time, cause Sub's designees to be so elected; provided, however, that in the event that Sub's designees are appointed or elected to the Company Board, until the Effective Time of the Merger such Board of Directors shall have at least two directors who are Directors on the date of this Agreement and who are not officers of the Company (the "Independent Directors. 27.2 The ") or shall have at least three Independent Directors in the event the total number of directors on the Company Board is greater than six; and provided further that, in such event, if the number of Independent Directors shall be divided into three classes: Class Ireduced below two for any reason whatsoever, Class II any remaining Independent Directors (or Independent Director, if there shall be only one remaining) 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 Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who shall not be officers, stockholders or affiliates of the Company, Parent or Sub, and Class IIIsuch persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to the Company Board as provided above. The number provisions of Directors this Section 6.07 are in each class addition to and shall be as nearly equal as possible. Upon the adoption of the Articlesnot limit any rights which Sub, the existing Directors shall by resolution classify themselves as Class I, Class II Parent or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms affiliates may have as a holder or beneficial owner of office and until their successors shall have been appointed and qualified. A Director appointed shares of Common Stock as a matter of law with respect to fill a vacancy resulting from the death, resignation election of directors or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedotherwise.

Directors. 27.1 There Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, (i) Parent shall be a board entitled to designate one (1) additional director to the Board of Directors consisting of not the Company, and (ii) the Company shall promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser's designee to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser's designee to be so elected; provided, however, that, if Purchaser's designee is elected to the Board of Directors of the Company, until the Effective Time, the Board of Directors of the Company shall delegate the responsibility set forth in Section 1.2(d) hereof to the Special Committee, and the Board of Directors shall have, and the Special Committee shall be comprised of, at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (each, an "Independent Director"); provided, further, that if less than one person provided however that two (2) Independent Directors remain, the remaining Independent Director (if any) or, if no Independent Director remains, the other directors shall designate persons to fill the vacancies who shall not be either officers of the Company may by Ordinary Resolution increase or reduce designees, shareholders, affiliates or associates (within the limits meaning of the federal securities laws) of Parent, and Parent and the Company shall cause such persons to be elected to the Board of Directors of the Company, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. The members of the Special Committee on the date hereof shall serve as the initial Independent Directors and shall continue to serve as members of the Special Committee until the earlier of the Effective Time or their resignation. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the number Schedule 14D-9/A mailed to stockholders promptly after the amendment of Directors. 27.2 The Directors the Offer (or any subsequent amendment thereof or an information statement pursuant to Rule 14f- 1 if Purchaser has not theretofore designated directors) such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3. Parent and Purchaser shall supply the Company, and shall be divided into three classes: Class Isolely responsible for, Class II any information with respect to itself and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articlesits nominees, the existing Directors shall officers, directors and affiliates required by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting Section 14(f) and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedRule 14f-1.

Directors. 27.1 There (a) Effective upon the Offer Closing and from time to time thereafter, Parent shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in entitled to designate the number of Directorsdirectors, rounded up to the next whole number, on the Company Board that equals the product of (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) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment pursuant to the Offer and any Top-Up Shares) bears to the total number of shares outstanding, and the Company shall cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors (with such method to be by the election of the Parent, including the selection of the individuals designated for resignation (provided that Parent shall give good faith consideration to the recommendation of the Company with respect thereto)). At each such time, the Company shall also cause individuals designated by Parent to constitute the proportional number of members, rounded up to the next whole number, on (A) each committee of the Company Board, (B) as requested by Parent, the board of directors (or equivalent governing body) and each committee thereof of each Company Subsidiary and (C) as requested by Parent, the board of directors (or equivalent governing body) and each committee thereof of each Company Managed Service Provider except, in the case of clauses (B) and (C), in proportion to the number of members that may be designated by the Company and the Company Subsidiaries to such board of directors (or equivalent governing body) and each committee thereof, in the case of each of clauses (A), (B) and (C), to the extent permitted by applicable Law and the Nasdaq Marketplace Rules. 27.2 (b) The Directors Company’s obligations to appoint Parent’s designees to the Company Board shall be divided into three classes: Class I, Class II subject to Section 14(f) of the Exchange Act and Class IIIRule 14f-1 promulgated thereunder. The number Company shall promptly take all actions necessary to effect the appointment of Directors Parent’s designees, including mailing to its shareholders such information with respect to the Company and its officers and directors as Section 14(f) and Rule 14f-1 require in each class order to fulfill its obligations under this Section 1.3(b), which shall be as nearly equal as possiblemailed together with the Schedule 14D-9. Upon Parent shall supply to the adoption of the ArticlesCompany in writing and be solely responsible for any information with respect to itself and its nominees, the existing Directors shall officers, directors and Affiliates required by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at Section 14(f) and Rule 14f-1 and the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire obligations under Section 1.3(a) hereof shall be appointed for subject to the receipt of such information. The provisions of this Section 1.3 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 term holder or beneficial owner of office Company Common Stock as a matter of applicable Law with respect to expire at the third succeeding annual general meeting election of directors or otherwise. (c) Notwithstanding anything in this Agreement to the contrary, if Parent’s designees constitute a majority of the Company Board after their appointment. Except as the Statute or other Applicable Law may otherwise requireOffer Closing and prior to the Effective Time, in then the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the affirmative vote of a majority of the remaining Directors directors of the Company then in officeoffice who were not so designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, although less than a quorum (as defined in including any action by any other director of the Articles)Company, or shall be required to authorize) any termination of this Agreement by the sole remaining Director. All Directors shall hold office until Company, any amendment of this Agreement requiring action by the expiration Company Board, any extension of their respective terms time for performance of office any obligation or action hereunder by Parent or Merger Sub and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from any waiver of compliance with any of the death, resignation agreements or removal of a Director shall serve conditions contained herein for the remainder benefit of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedCompany.

Directors. 27.1 There (a) Promptly upon the purchase of and payment for Shares by Parent or the Purchaser which represent at least a majority of the outstanding Shares (on a fully-diluted basis), Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors as is equal to the product of the total number of directors on the Company Board of Directors (giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by the Purchaser, Parent and any of their affiliates bears to the total number of Shares then outstanding (on a fully-diluted basis). The Company shall, upon Parent’s request, either take all actions necessary to promptly increase the size of the Company Board of Directors, or promptly secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent’s designees to be so elected or designated to the Company’s Board of Directors, and shall take all actions necessary to cause Parent’s designees to be so elected or designated at such time. At such time, the Company shall, upon Parent’s request, also cause persons elected or designated by Parent to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors of (i) each committee of the Company Board of Directors, (ii) each board of Directors consisting directors (or similar body) of not less than one person provided however that each Company Subsidiary (as defined in Section 3.2), and (iii) each committee (or similar body) of each such board. After Parent’s designees are elected or appointed to the Company may by Ordinary Resolution increase or reduce Board of Directors, then until the limits Effective Time, the Company Board of Directors shall have at least two (2) directors who are directors on the date of this Agreement and who are not officers of the Company (the “Independent Directors”); provided that, in such event, if the number of Directors. 27.2 The Independent Directors shall be divided into three classes: Class Ireduced below two (2) for any reason whatsoever, Class II the remaining Independent Director, if any, shall designate a person (who shall not be an officer or affiliate of the Company, any Company Subsidiary, Parent, or any Subsidiary of Parent) to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two (2) persons to fill such vacancies who shall not be officers or affiliates of the Company, any Company Subsidiary, Parent or any Subsidiary of Parent, and Class IIIsuch persons shall be deemed to be Independent Directors for the purposes of this Agreement. The number of Directors in each class Company’s obligations under this Section 1.3 shall be as nearly equal as possible. Upon the adoption subject to Section 14(f) of the ArticlesExchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3, including, but not limited to, mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s designees to be elected or designated to the Company Board of Directors. Parent or the Purchaser shall supply the Company with information with respect to either of them and their nominees, officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. (b) Following the election or appointment of Parent’s designees pursuant to this Section 1.3 and prior to the Effective Time, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the affirmative vote of a majority of the remaining Independent Directors then in office, although less than a quorum (as defined in the Articles), or office shall be required by the sole remaining Director. All Directors shall hold office until Company to (i) amend or terminate this Agreement by the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the deathCompany, resignation (ii) exercise or removal of a Director shall serve for the remainder waive any of the full term Company’s rights or remedies under this Agreement (iii) extend the time for performance of Parent’s and the Purchaser’s respective obligations under this Agreement or (iv) take any action that would materially delay the receipt of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedMerger Consideration by the stockholders of the Company.

Directors. 27.1 There (a) Upon the Offer Acceptance Time and all times thereafter, subject to compliance with applicable Laws and the applicable rules of the NYSE, Purchaser shall be a board entitled to elect or designate such number of Directors consisting directors, rounded up to the next whole number, on the Company Board as is equal to the product of not less than one person provided however (i) the total number of directors on the Company Board (after giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser and any of their Subsidiaries bears to the total number of shares of Company may Common Stock then outstanding. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company and the Company Board shall, upon Purchaser’s request at any time following the Offer Acceptance Time, take all such actions necessary to (A) appoint to the Company Board the individuals designated by Ordinary Resolution Purchaser and permitted to be so designated by the first sentence of this Section 1.3(a), including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or reduce desirable to enable Purchaser’s designees to be so elected or designated to the limits Company Board, and (B) cause Purchaser’s designees to be so appointed at such time. The Company shall, upon Purchaser’s request following the Offer Acceptance Time, also cause Persons elected or designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of each committee of the Company Board to the extent permitted by applicable Laws and the rules of the NYSE. From and after the Offer Acceptance Time, the Company shall, at Parent’s request, take all action necessary to elect to be treated as a “controlled company” as defined in the number rules of Directors. 27.2 the NYSE and make all necessary filings and disclosures associated with such status. The Directors Company’s obligations under this Section 1.3(a) shall be divided into three classes: Class I, Class II subject to Section 14(f) of the Exchange Act and Class IIIRule 14f-l promulgated thereunder. The number Company shall promptly upon execution of Directors this Agreement take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-l in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) of the Exchange Act and Rule 14f-l as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board. Purchaser shall supply the Company with, and be solely responsible for, information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and Affiliates to the extent required by Section 14(f) of the Exchange Act and Rule 14f-l. (b) In the event that Purchaser’s designees are elected or designated to the Company Board pursuant to Section 1.3(a), then, until the Effective Time, the Company shall cause the Company Board to maintain three (3) directors who are members of the Company Board on or prior to the date hereof and who are not officers, directors or employees of Parent, Purchaser, or any of their Subsidiaries, each class of whom shall be an “independent director” as nearly equal as possible. Upon defined by the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at NYSE rules and eligible to serve on the Company’s first annual general meeting, audit committee under the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting Exchange Act and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meetingNYSE rules, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire least one of whom shall be appointed an “audit committee financial expert” as defined in Items 407(d)(5)(ii) and (iii) of Regulation S-K (the “Continuing Directors”); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the Company shall take all necessary action (including creating a committee of the Company Board) so that the Continuing Director(s) shall be entitled to elect or designate another Person (or Persons) to fill such vacancy, and such Person (or Persons) shall be deemed to be a Continuing Director for a term purposes of office to expire at this Agreement. If no Continuing Director then remains, the third succeeding annual general meeting after other directors shall designate three (3) Persons who are not officers, directors or employees of Parent, Purchaser, or any of their appointment. Except as the Statute Affiliates, and who do not otherwise have any material financial or other Applicable Law may otherwise requirematerial interest in or material relationship with Parent, in the interim between annual general meetings Purchaser or extraordinary general meetings called for the appointment any of Directors and/or the removal of one or more Directors their Affiliates, to fill such vacancies and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of such Persons shall be deemed Continuing Directors for causeall purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, may be filled by if Purchaser’s designees constitute a majority of the Company Board after the Offer Acceptance Time and prior to the Effective Time, then the affirmative vote of a majority of the remaining Continuing Directors then shall (in officeaddition to the approval rights of the Company Board or the stockholders of the Company as may be required by the Company Charter Documents or applicable Law) be required (i) for the Company to amend or terminate this Agreement, although less (ii) to exercise or waive any of the Company’s rights, benefits or remedies hereunder, if such action would adversely affect, or would reasonably be expected to adversely affect, the holders of Shares (other than a quorum Parent or Purchaser), (as defined in iii) to amend the ArticlesCompany Charter Documents if such action would adversely affect the holders of Shares (other than Parent or Purchaser), or (iv) to take any other action of the Company Board under or in connection with this Agreement if such action would materially and adversely affect, or would reasonably be expected to materially and adversely affect, the holders of Shares (other than Parent or Purchaser). The Continuing Directors shall have, and Parent shall cause the Continuing Directors to have, the authority to retain such counsel (which may include counsel to the Company or the Company Board as of the date of this Agreement) in reasonable circumstances and other advisors at the expense of the Company as determined by the sole remaining Director. All Directors shall hold office until Continuing Directors, and the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed authority to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder institute any action on behalf of the full term Company to enforce performance of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedthis Agreement.

Directors. 27.1 There Effective upon the acceptance for payment by Parent or Merger Sub for all Shares tendered pursuant to the Offer which represent at least a majority of the Shares outstanding, and from time to time thereafter as Shares are acquired by Parent or Merger Sub, Parent shall be a board entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors consisting as will give Parent, subject to compliance with Section 14(f) of not less than one person provided however the Exchange Act and Rule 14f-1 promulgated thereunder, representation on the Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors appointed or elected pursuant to this sentence and including current directors serving as officers of the Company may by Ordinary Resolution increase or reduce the limits in and to the number of the Independent Directors specified below) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or any affiliate of Parent (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the number of Shares outstanding; provided, however, that, in the event that Parent’s designees are appointed or elected to the Board of Directors. 27.2 The , until the Effective Time (as defined in Section 2.3) the Board of Directors shall have at least two (2) directors who are directors on the date hereof who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the Federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if there is in office only one Independent Director, the Board of Directors will take all reasonable action necessary to cause a person designated by the remaining Independent Director to fill such vacancy who shall be divided into three classes: Class Ineither an officer of the Company nor a designee, Class II stockholder, affiliate or associate of Parent, and Class IIIsuch person shall be deemed to be an Independent Director for purposes of this Agreement, or, if no Independent Directors remain, the other directors shall designate two persons to fill the vacancies who shall be neither an officer of the Company nor a designee, stockholder, affiliate or associate of Parent, and each such person shall be deemed to be an Independent Director for purposes of this Agreement. At each such time, the Company will, subject to any limitations imposed by applicable Law, also cause (a) each committee of the Board of Directors, (b) the board of directors of each of the Subsidiaries and (c) each committee of such board of directors of each of the Subsidiaries to include persons designated by Parent constituting the same percentage of each such committee or board as Parent’s designees constitute on the Board of Directors. The Company shall take all reasonable action necessary to cause Parent’s designees to be so elected including, upon request by Parent, subject to the Company’s Certificate of Incorporation, promptly increase the size of the Board of Directors or exercise its best efforts to secure the resignations of such number of directors as is necessary to enable Parent’s designees to be elected to the Board of Directors in each class shall be as nearly equal as possibleaccordance with the terms of this Section 1.3. Upon Subject to applicable law, and subject to Parent supplying the adoption Company with the information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) of the ArticlesExchange Act and Rule 14f-1 promulgated thereunder within five (5) Business Days after the date of commencement of the Offer, the existing Directors Company shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors take all action necessary pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3 and shall stand appointed for a term expiring at mail to the Company’s first annual general meetingstockholders no later than ten (10) days prior to the initial Expiration Date of the Offer such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3. Notwithstanding anything in this Agreement to the contrary, following the time directors designated by Parent are elected or appointed to the Board of Directors and prior to the Effective Time, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the affirmative vote of a majority of the remaining Independent Directors then in officeshall be required to (w) amend or terminate this Agreement on behalf of the Company, although less than a quorum (as defined in x) exercise or waive any of the Articles)Company’s rights or remedies hereunder, (y) extend the time for performance of Parent’s or Merger Sub’s obligations hereunder or (z) take any other action by the sole remaining DirectorCompany in connection with this Agreement and the transactions contemplated hereby required to be taken by the Board of Directors. All The Independent Directors shall hold office until have the expiration authority to retain counsel (which may include current counsel to the Company) at the reasonable expense of the Company as determined appropriate by the Independent Directors for the purpose of fulfilling their respective terms of office obligations hereunder and until their successors shall have been appointed and qualified. A Director appointed the authority, after the Acceptance Time, to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder institute any action on behalf of the full term Company to enforce the performance of this Agreement in accordance with its terms; provided, however, that Parent shall have received at least two Business Days’ prior notice of the Director whose death, resignation or removal shall have created commencement of any such vacancy and until his successor shall have been appointed and qualifiedaction.

Directors. 27.1 There (a) Promptly upon the purchase by Purchaser pursuant to the Offer of such number of Shares as represents at least a majority of the then-outstanding Shares, and from time to time thereafter, Purchaser shall be a board entitled to designate such number of Directors consisting of not less than one person provided however that directors, rounded up to the next whole number, on the Company may by Ordinary Resolution Board as will give Purchaser representation on the Company Board equal to the product of (x) the total number of directors on the Company Board (after giving effect to any increase or reduce the limits in the number of Directorsdirectors pursuant to this Section 1.4) and (y) the percentage that such number of Shares so purchased bears to the total number of Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Purchaser’s designees to be so elected or appointed. The Company shall also cause individuals designated by Purchaser to constitute the same percentage of each committee of the Company Board as the percentage of the entire Company Board represented by individuals designated by Purchaser. The Company’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall take all actions necessary to effect any such election or appointment of Purchaser’s designees, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Purchaser will supply to the Company all information with respect to themselves and their respective officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. 27.2 The Directors shall be divided into three classes: Class I(b) Following the election or appointment of Purchaser’s designees pursuant to Section 1.4(a) and prior to the Effective Time, Class II and Class III. The number any amendment or termination of Directors in each class shall be as nearly equal as possible. Upon this Agreement requiring action by the adoption Company Board, any extension of time for the performance of any of the Articlesobligations or other acts of Parent or Purchaser under this Agreement, any waiver of compliance with any of the existing Directors shall by resolution classify themselves as Class Iagreements or conditions under this Agreement that are for the benefit of the Company, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at any exercise of the Company’s first annual general meetingrights or remedies under this Agreement, any action to seek to enforce any obligation of Parent or Purchaser under this Agreement (or any other action by the Class II Directors shall stand appointed for a term expiring at Company Board with respect to this Agreement or the Company’s second annual general meeting and Merger if such other action adversely affects, or could reasonably be expected to adversely affect, any of the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meetingholders of Shares other than Parent or Purchaser) may only be authorized by, and at each annual general meeting thereafterwill require the authorization of, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining directors of the Company then in office who are directors of the Company on the date hereof or their successors as appointed by such continuing directors (the “Continuing Directors”); provided, however, that if there shall be no Continuing Directors as a result of such individuals’ deaths, disabilities, resignations or refusal to serve, then such actions may be effected by majority vote of the Independent Directors, or, if no Independent Directors are then in office, although less than by a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder majority vote of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedCompany Board.

Directors. 27.1 There (a) Promptly upon the acceptance for ---------- payment of, and payment by Sub for, any shares of Company Capital Stock pursuant to the Offer, Sub shall be a board entitled to designate such number of Directors consisting of not less than one person provided however that directors on the Company may Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, which is the product of (A) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by Ordinary Resolution increase or reduce (B) the limits in percentage that (i) such number of shares of Company Capital Stock so accepted for payment and paid for by Sub plus the number of shares of Company Capital Stock otherwise owned by Sub or any other subsidiary of Parent bears to (ii) the number of Fully Diluted Shares (as defined in Exhibit A), and the Company shall, at such time, cause Sub's designees to be so elected; provided, however, that, in the event -------- ------- that Sub's designees are appointed or elected to the Company Board, until the Effective Time, the Company Board shall have at least three directors who are directors on the date of this Agreement and who are not officers of the Company (the "Independent Directors. 27.2 The "); and provided further, however, that, in such --------------------- -------- ------- ------- event, if the number of Independent Directors shall be divided into reduced below three classes: Class Ifor any reason whatsoever, Class II any remaining Independent Directors (or Independent Director, if there shall be only one remaining) 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 Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, stockholders or affiliates of the Company, Parent or Sub, and Class IIIsuch persons shall be deemed to be Independent Directors for purposes of this Agreement. The 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 containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all -------- information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company promptly shall, at the option of Sub, use all reasonable efforts to either increase the size of the Company Board or obtain the resignation of such number of Directors in each class shall its current directors as is necessary to enable Sub's designees to be elected or appointed to the Company Board as nearly equal as possible. Upon provided above. (b) Following the adoption election or appointment of Sub's designees pursuant to Section 6.11(a) and prior to the Effective Time, any amendment or termination of this Agreement approved by the Company, extension for the performance or waiver of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II obligations of Parent or Class III Directors. The Class I Directors shall stand appointed for a term expiring at Sub or waiver of the Company’s first annual general meeting, 's rights hereunder shall require the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote concurrence of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedIndependent Directors.

Directors. 27.1 There (a) Upon the acceptance for payment of, ---------- and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall be a board designate such number (subject to the other provisions of Directors consisting this Section 6.10) of not less than one person provided however that directors on the Company may Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, which is the product of (a) the total number of directors on the Company Board (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by Ordinary Resolution increase or reduce (b) the limits in percentage that (i) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Capital Stock otherwise owned by Parent or Sub or any other subsidiary of Parent bears to (ii) the number of shares of Company Capital Stock then outstanding. Sub's designees shall be divided among the classes of directors so as to comply with the requirements of the Company Charter and the Company By-laws. In furtherance thereof, the Company shall, at such time and at Sub's option, use its best efforts either to increase the size of the Company Board or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Sub's designees to be elected or appointed to the Company Board as provided above. Notwithstanding any other provision of this Agreement, in the event that Sub's designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least two directors who are Directors on the date of this Agreement (the "Independent Directors. 27.2 The "); and provided further that, in such ---------------------- ---------------- event, if the number of Independent Directors shall be divided into three classes: Class Ireduced below two for any reason whatsoever, Class II and Class III. The number of Directors in each class the remaining Independent Director shall be as nearly equal as possible. Upon entitled to designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the adoption other directors of the ArticlesCompany then in office shall designate two persons to fill such vacancies who are not directors, officers, employees, stockholders or affiliates of the Company, Parent, Sub or any affiliate of Parent and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the existing Directors Company shall take all action requested by resolution classify themselves as Class IParent necessary to effect any such election, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at including mailing to its stock holders the Company’s first annual general meetingInformation Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors Company shall stand appointed for make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed timely basis all information required to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, included in the interim between annual general meetings or extraordinary general meetings called for Information Statement with respect to Sub's designees). (b) From and after the appointment first time (the "Control Time") that designees of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of Sub constitute a majority of the remaining Company Board and prior to the Effective Time, subject to the terms hereof, any amendment or modification of this Agreement, any amendment to the Company Charter or the Company By-laws, any termination of this Agreement by the Company, any extension of time for performance of any of the obligations of Parent or Sub hereunder, any waiver of any condition to the Company's obligations hereunder or any of the Company's rights hereunder or any other action by the Company hereunder which adversely affects holders of Company Common Stock (other than Parent or Sub) may be effected only if there are in office one or more Independent Directors then in office, although less than and such action is approved by a majority vote of a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose deathCompany Board, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedmajority to include an Independent Director.

Directors. 27.1 There shall be a board (a) Effective upon the acceptance for payment of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. 27.2 The Directors shares of Company Common Stock constituting at least the Minimum Condition pursuant to the Offer and subject to the conditions in Annex I, Parent shall be divided into three classes: Class I, Class II and Class III. The entitled to designate the number of Directors in each class shall be as nearly equal as possible. Upon directors, rounded up to the adoption of the Articlesnext whole number, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at on the Company’s first annual general meeting, Board of Directors that equals the Class II Directors shall stand appointed for a term expiring at product of (x) the total number of directors on the Company’s second annual general meeting Board of Directors (giving effect to the election of any additional directors pursuant to this Section), and (y) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares of Company Common Stock accepted for payment) bears to the total number of shares of Company Common Stock then outstanding, and the Class III Directors Company shall stand take all action necessary to cause Parent’s designees to be elected or appointed for a term expiring at to the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board Board of Directors, including unfilled vacancies resulting from increasing the removal number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company shall take all action necessary to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Company’s Board of Directors for causeand (ii) each Board of Directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Company’s Board of Directors, may in each case to the fullest extent permitted by applicable Law. Notwithstanding the foregoing, until Parent and/or Merger Sub acquires a majority of the outstanding shares of Company Common Stock on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all of the members of the Company’s Board of Directors and such committees and boards as of the date hereof who are not employees of the Company shall remain members of the Company’s Board of Directors and such committees and boards. (b) The Company’s obligations to appoint Parent’s designees to the Company’s Board of Directors shall be filled subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section. Parent shall supply to the Company in writing any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the vote election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time, the approval of a majority of the remaining Directors directors of the Company then in officeoffice who were not designated by Parent (the “Continuing Directors”) (or the approval of the sole Continuing Director if there shall be only one Continuing Director) 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, although less than a quorum (as defined in including any action by any other director of the Articles)Company, or shall be required to authorize) any termination of this Agreement by the sole remaining DirectorCompany, any amendment of this Agreement, including any decrease in or change of form of the Merger Consideration, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, and any amendment or change to Section 6.8. All Directors shall hold office Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the expiration Effective Time, any actions with respect to the enforcement of their respective terms of office and until their successors this Agreement by the Company shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from be effected only by the death, resignation or removal action of a Director shall serve for the remainder majority of the full term Continuing Directors (or the approval of the sole Continuing Director whose death, resignation or removal if there shall have created such vacancy and until his successor shall have been appointed and qualifiedbe only one Continuing Director).

Directors. 27.1 There (a) Subject to compliance with applicable Laws, promptly upon the payment by the Purchaser for shares of Seller Common Stock pursuant to the Offer and from time to time thereafter, Parent shall be a entitled to designate such number of directors, rounded up to the next whole number, on the Seller board of Directors consisting directors as is equal to the product of not less than one person provided however the total number of directors on the Seller board of directors (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the Company may by Ordinary Resolution increase or reduce the limits in the aggregate number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The shares of Seller Common Stock beneficially owned by Parent or its Affiliates bears to the total number of Directors in each class shall be as nearly equal as possible. Upon the adoption shares of the ArticlesSeller Common Stock then outstanding, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at Seller shall, upon request of Parent, promptly take all actions necessary to cause Parent’s designees to be so elected, including, if necessary, seeking the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal resignations of one or more Directors and the filling of any vacancy in existing directors; provided, however, that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may Parent shall be filled by the vote of entitled to designate at least a majority of the remaining Directors then in officedirectors on the Seller board of directors (as long as Parent and its Affiliates beneficially own a majority of the outstanding shares of Seller Common Stock of the Seller); provided, although less than a quorum further, that prior to the Effective Time (as defined in the ArticlesSection 2.2), the Seller board of directors shall always have at least two members who are not officers, directors, employees or designees of Purchaser or any of its Affiliates (‘‘Purchaser Insiders’’). If the number of directors who are not Purchaser Insiders is reduced below two prior to the Effective Time, the remaining director who is not a Purchaser Insider shall be entitled to designate a Person to fill such vacancy who is not a Purchaser Insider and who shall be a director not deemed to be a Purchaser Insider for all purposes of this Agreement. (b) Seller’s obligations to appoint Parent’s designees to the Seller board of directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. Seller shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Seller and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Parent will supply to Seller any information with respect to itself and its officers, directors and Affiliates required by such Section and Rule. (c) Following the election or appointment of Parent’s designees pursuant to this Section 1.3 and prior to the Effective Time, any amendment or termination of this Agreement by the sole remaining Director. All Directors shall hold office until Seller, any extension by the expiration Seller of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve time for the remainder performance of any of the full term obligations or other acts of Parent or the Purchaser or waiver of any of the Director whose deathSeller’s rights hereunder, resignation will require the concurrence of at least one of the directors of Seller then in office who is not a Purchaser Insider if such amendment, termination, extension or removal shall waiver would be reasonably likely to have created such vacancy and until his successor shall have been appointed and qualifiedan adverse effect on the minority stockholders of the Seller.

Directors. 27.1 There (a) Effective upon the Acceptance Time, Parent shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in entitled to designate the number of Directors. 27.2 The directors, rounded up to the next whole number, on the Board of Directors shall be divided into three classes: Class I, Class II and Class III. The that equals the product of (i) the total number of directors on the Board of Directors in each class shall be as nearly equal as possible. Upon (giving effect to the adoption election of any additional directors pursuant to this Section) and (ii) the Articlespercentage that the number of Shares beneficially owned by Parent and/or Merger Subsidiary (including Shares accepted for payment) bears to the total number of Shares outstanding, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors Company shall stand appointed for a term expiring at the Companycause Parent’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors designees to be elected or appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board Board of Directors, including unfilled vacancies resulting from by increasing the removal number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) as requested by Parent, each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing, until the Acceptance Time, the Company shall use its reasonable best efforts to ensure that all of the members of the Board of Directors and such committees and boards as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such committees and boards until the Effective Time. (b) The Company’s obligations to appoint Parent’s designees to the Board of Directors shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section. Parent shall supply to the Company in writing and be solely responsible for causeany information with respect to itself and its nominees, may officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 2.03(b) shall be filled by subject to the vote receipt of such information. (c) Following the election or appointment of Parent’s designees pursuant to Section 2.03(a) and until the Effective Time, the approval of a majority of the remaining Directors directors of the Company then in officeoffice who were not designated by Parent (the “Independent Directors”) shall be required to authorize (and such authorization shall constitute the authorization of the Board of Directors and no other action on the part of the Company, although less than a quorum (as defined in including any action by any other director of the Articles)Company, or shall be required to authorize) any termination of this Agreement by the sole remaining Director. All Directors shall hold office until Company, any amendment of this Agreement requiring action by the expiration Board of their respective terms Directors, any extension of office time for performance of any obligation or action hereunder by Parent or Merger Subsidiary and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from any waiver of compliance with any of the death, resignation agreements or removal of a Director shall serve conditions contained herein for the remainder benefit of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedCompany.

Directors. 27.1 There (a) Promptly upon the purchase of and payment by Purchaser for Shares pursuant to the Offer, Parent shall be a board entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors consisting of not less than one person provided however the Company as is equal to the product of the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser, Parent and any of their affiliates (as defined in Rule 12b-2 under the Exchange Act) bears to the total number of shares of Company may Common Stock then outstanding. The Company shall take all action necessary to cause Parent's designees to be elected or appointed to the Company's Board of Directors and to secure the resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be so elected to the Company's Board, and shall cause Parent's designees to be so elected. The Company will take all action necessary to cause individuals designated by Ordinary Resolution increase Parent to constitute the same percentage as such individuals represent on the Company's Board of Directors on each committee of the Board, to the extent permitted by the National Association of Securities Dealers (the "NASD") rules. Notwithstanding the foregoing, until the Effective Time (as defined in Section 1.5 hereof), the Company shall retain as members of its Board of Directors at least two (2) directors that are directors of the Company on the date hereof (the "Company Designees"), and Parent and Purchaser shall not vote their shares of Company Common Stock, or reduce take any action, in each case inconsistent with this provision; PROVIDED, that subsequent to the limits in purchase of and payment for Shares pursuant to the number Offer, Parent shall always have its designees represent at least a majority of the entire Board of Directors. 27.2 (b) The Directors Company's obligations under Section 1.3(a) shall be divided into three classes: Class I, Class II subject to Section 14(f) of the Exchange Act and Class IIIRule 14f-l promulgated thereunder. The number Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-l in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-l as is necessary to enable Parent's designees to be elected to the Company's Board of Directors. Parent or Purchaser will supply the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-l. (c) From and after the time, if any, that Parent's designees constitute a majority of the Company's Board of Directors in each class shall be as nearly equal as possible. Upon and prior to the adoption Effective Time, any amendment of this Agreement, any termination of this Agreement by the Company, any extension of time for performance of any of the Articlesobligations of Parent or Purchaser hereunder, the existing Directors shall by resolution classify themselves as Class I, Class II any waiver of any condition or Class III Directors. The Class I Directors shall stand appointed for a term expiring at any of the Company’s first annual general meeting's rights hereunder, any other action by the Class II Directors shall stand appointed for a term expiring at Company hereunder that would adversely affect the Company’s second annual general meeting and rights of the Class III Directors shall stand appointed for a term expiring at stockholders of the Company’s third annual general meeting. Commencing at Company or the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed holders of Options (as defined in Section 2.1(d)) with respect to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, transactions contemplated hereby may be filled effected only by the vote action of a majority of the remaining Directors directors of the Company then in officeoffice who were directors of the Company on the date hereof, although less than a quorum (as defined in which action shall be deemed to constitute the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder action of the full term Board of Directors; PROVIDED, that if there shall be no such directors, Parent shall cause to be elected to the Board of Directors of the Director whose deathCompany two persons who shall not be stockholders, resignation affiliates or removal shall have created such vacancy associates of Parent or Purchaser and until his successor shall have been appointed and qualifiednone of the foregoing may be effected without their consent.

Directors. 27.1 There Prior to the exercise of the Exchange Right, the Board shall be composed of three Directors. Sheffield shall have the right to nominate two directors of Newco ("Sheffield Directors") and EIS shall have the right to nominate one Director of Newco ("EIS Director"), which Director, save as further provided herein, shall only be entitled to 15% of the votes of the Board. To the extent required by applicable Bermuda law, in the event that the EIS Director is not a resident of Bermuda, at least one of the Sheffield Directors shall be a board resident of Bermuda. Sheffield may appoint one of the Sheffield Directors to be the chairman of Newco. In the event that the Exchange Right is exercised by EIS within 2 years following the Closing Date, the EIS Director shall only be entitled to 15% of the votes of the Board until the expiry of 2 years from the Closing Date. In the event that the Exchange Right is exercised by EIS at any time after two years following the Closing Date or upon the expiry of 2 years following the Closing Date where the Exchange Right has been exercised by EIS within 2 years following the Closing Date, each of Sheffield, and EIS shall cause the Board to be reconfigured so that an equal number of Directors consisting are designated by EIS and Sheffield and that each of the Directors has equal voting power. 5.1.1 If EIS removes the EIS Director, or Sheffield removes any of the Sheffield Directors, EIS or Sheffield, as the case may be, shall indemnify the other Stockholder against any claim by such removed Director arising from such removal. 5.1.2 The Directors shall meet not less than one person provided however that three times in each Financial Year and Board meetings shall be held in Bermuda to the Company may by Ordinary Resolution increase extent required pursuant to the laws of Bermuda or reduce to ensure the limits sole residence of Newco in the number of DirectorsBermuda. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general 5.1.3 At any such meeting, the Class II Directors shall stand appointed for a term expiring presence of at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, least one EIS Director and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire least one Sheffield Director shall be appointed for required to constitute a term of office quorum and, subject to expire at Clause 18 hereof, the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the affirmative vote of a majority of the remaining Directors then in office, although less than present at a meeting at which such a quorum (as defined in is present shall constitute an action of the Articles)Directors. In the event of any meeting being inquorate, or by the sole remaining Directormeeting shall be adjourned for a period of seven days. All A notice shall be sent to the EIS Director(s) and the Sheffield Directors specifying the date, time and place where such adjourned meeting is to be held and reconvened. 5.1.4 The chairman of Newco shall hold office until the expiration first meeting of their respective terms the Board after the exercise by EIS of office the Exchange Right, provided that the Exchange Right is exercised by EIS at any time after two years from the date hereof. If the Exchange Right is exercised by EIS within two years from the date hereof, the chairman of Newco shall continue to hold office. If the chairman is unable to attend any meeting of the Board, the Sheffield Directors shall be entitled to appoint another Director to act as chairman in his place at the meeting. After exercise of the Exchange Right by EIS, each of EIS and until their successors Sheffield, beginning with EIS, shall have been appointed and qualifiedthe right, exercisable alternatively, of nominating one Director to be chairman of Newco for a term of one year. A Director appointed If the chairman of Newco is unable to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder attend any meeting of the full term Board held after the exercise of the Exchange Right by EIS, the Directors shall be entitled to appoint another Director whose death, resignation or removal shall have created such vacancy and until to act as chairman of Newco in his successor shall have been appointed and qualifiedplace at the meeting.

Directors. 27.1 There (a) Subject to compliance with applicable Law, promptly upon the payment by the Purchaser for Shares pursuant to the Offer, and from time to time thereafter, the Purchaser shall be a board entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors consisting of not less than one person provided however the Company as is equal to the product of the total number of directors on the Board of Directors of the Company (determined - 3 - 4 after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the Company may by Ordinary Resolution increase or reduce the limits in the aggregate number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The Shares beneficially owned by the Purchaser or its affiliates bears to the total number of Directors in each class shall be as nearly equal as possible. Upon Shares then outstanding, and the adoption Company shall, subject to compliance with Section 14(f) of the ArticlesExchange Act and Rule 14f-1 promulgated thereunder, upon request of the existing Directors shall by resolution classify themselves as Class IPurchaser, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at promptly take all actions necessary to cause the Company’s first annual general meetingPurchaser's designees to be so elected, including, if necessary, seeking the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal resignations of one or more existing directors; provided, however, that prior to the Effective Time (as defined in Section 2.02) the Board of Directors of the Company shall always have at least two members who are neither officers, directors, stockholders or designees of the Purchaser or any of its affiliates ("Purchaser Insiders"); and provided further, however, that the filling Purchaser shall be entitled to designate a number of directors equal to or greater than 50% of the total number of directors only if the Purchaser acquires 90% or more of the outstanding Shares pursuant to the Offer. If the number of directors who are not Purchaser Insiders is reduced below two for any reason prior to the Effective Time, then the remaining directors who are not Purchaser Insiders (or if there is only one director who is not a Purchaser Insider, the remaining director who is not a Purchaser Insider) shall be entitled to designate a person (or persons) to fill such vacancy (or vacancies) who is not an officer, director, stockholder or designee of the Purchaser or any of its affiliates and who shall be a director not deemed to be a Purchaser Insider for all purposes of this Agreement. (b) The Company's obligation to appoint the Purchaser's designees to the Board of Directors of the Company shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply in writing any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company. (c) From and after the election or appointment of the Purchaser's designees pursuant to this Section 1.03 and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any vacancy in that connectionof the obligations or other acts of Parent or the Purchaser or waiver of any of the Company's rights hereunder, additional Directors and or any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled other action taken by the vote Board in connection with this Agreement, will require the concurrence of a majority of the remaining Directors directors of the Company then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Directoroffice who are not Purchaser Insiders. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualified.ARTICLE II THE MERGER SECTION

Directors. 27.1 There (a) Promptly upon the purchase of and payment for any Shares by Yahoo! or Purchaser which represents at least a majority of the outstanding Shares (on a Fully Diluted Basis), Yahoo! shall be a board entitled to elect or designate such number of directors, rounded up to the next whole number, on Launch's Board of Directors consisting as is equal to the product of not less than one person provided however the total number of directors on Launch's Board of Directors (giving effect to the directors elected or designated by Yahoo! pursuant to this sentence) multiplied by the percentage that the Company may by Ordinary Resolution increase or reduce the limits in the aggregate number of Directors. 27.2 The Directors shall be divided into three classes: Class IShares beneficially owned by Purchaser, Class II Yahoo! and Class III. The any of their affiliates bears to the total number of Directors in each class shall be Shares then outstanding (including for purposes of this Section 1.3 such Shares as nearly equal as possibleare accepted for payment pursuant to the Offer, but excluding Shares subject to purchase under the Stockholders Agreement and Shares owned by Launch or any of its subsidiaries). Upon Launch shall, upon Yahoo!'s request, use its reasonable efforts either to promptly increase the adoption size of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board Launch's Board of Directors, including unfilled vacancies resulting from by amending the removal Bylaws of Launch if necessary so as to increase the size of Launch's Board of Directors, or promptly secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Yahoo!'s designees to be so elected or designated to Launch's Board of Directors, and shall use its reasonable best efforts to cause Yahoo!'s designees to be so elected or designated at such time. At such time, Launch shall, upon Yahoo!'s request, also cause persons elected or designated by Yahoo! to constitute the same percentage (rounded up to the next whole number) as is on Launch's Board of Directors of (i) each committee of Launch's Board of Directors; (ii) each board of directors (or similar body) of each Launch subsidiary; and (iii) each committee (or similar body) of each such board, in each case only to the extent permitted by applicable law or the rules of any stock exchange or trading market on which Launch's common stock is listed or traded. Launch's obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Launch shall promptly upon execution of this Agreement take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including, but not limited to, mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Yahoo!'s designees to be elected or designated to Launch's Board of Directors. Yahoo! or Purchaser shall supply Launch in writing and be solely responsible for causeany information with respect to either of them and their nominees, officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Purchaser, Yahoo! 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. (b) In the event that Yahoo!'s designees are elected or designated to Launch's Board of Directors as contemplated by Section 1.3(a), then, until the Effective Time (as defined in Section 1.5), Launch shall cause Launch's Board of Directors to have at least two (2) non-employee directors who are directors on the date hereof (the "INDEPENDENT DIRECTORS"), provided, however, that if any Independent Director is unable to serve due to death or disability, the remaining Independent Director(s) shall be filled entitled to elect or designate another person (or persons) who serves as a director on the date hereof to fill such vacancy, and such person (or persons) shall be deemed to be an Independent Director for purposes of this Agreement. If no Independent Director then remains, the other directors shall designate two persons who are directors on the date hereof (or, in the event there shall be less than two directors available to fill such vacancies as a result of such persons' deaths, disabilities or refusals to serve, such smaller number of persons who are directors on the date hereof) to fill such vacancies and such persons shall be deemed Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Yahoo!'s designees constitute a majority of Launch's Board of Directors during the period after the election of such directors designated by Yahoo! pursuant to this Section 1.3 but prior to the Effective Time, the Board of Directors of Launch shall delegate to a committee of the Board of Directors of Launch comprised solely of the Independent Directors (the "COMMITTEE") the sole responsibility for (i) the amendment or termination of this Agreement (in either case in accordance with this Agreement) on behalf of Launch, (ii) the waiver of any of Launch's rights or remedies hereunder, (iii) the extension of the time for performance of Yahoo!'s or Purchaser's obligations hereunder, or (iv) the assertion or enforcement of Launch's rights under this Agreement to object to a termination of this Agreement under Section 8.1(e). In addition, if Yahoo!'s designees constitute a majority of Launch's Board of Directors after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective Time, then, in addition to the foregoing, the affirmative vote of a majority of the remaining Independent Directors (or, if there shall be only one Independent Director, the affirmative vote of the single Independent Director) shall be required to (i) amend the Certificate of Incorporation or Bylaws of Launch if such action would materially and adversely affect holders of Shares other than Yahoo! or Purchaser; or (ii) take any other action of Launch's Board of Directors under or in connection with this Agreement if such action would materially and adversely affect holders of Shares other than Yahoo! or Purchaser; provided, however, that if there shall be no Independent Directors as a result of such persons' deaths, disabilities or refusal to serve, then in office, although less than a quorum (as defined such actions and the actions referenced in the Articles), or immediately prior sentence may be effected by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder majority vote of the full term entire Launch Board of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedDirectors.

Directors. 27.1 There (a) Promptly upon the purchase of and payment for Shares by Parent or any of its subsidiaries which represent at least a majority of the then outstanding shares of Company Common Stock, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of the total number of directors on the Company Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Sub, Parent and any of their Affiliates (including Shares so accepted for payment) bears to the total number of shares of Company Common Stock then outstanding (on a fully diluted basis). The Company shall take all action necessary to cause Parent's designees to be elected or appointed to the Company Board and to secure the resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be so elected or appointed. At such times, the Company will cause individuals designated by Parent to constitute the same percentage (rounded up to the nearest whole number) as such individuals represent on the Company Board of (A) each committee of the Company Board and (B) each board of Directors consisting directors (and committee thereof) of not less than one person provided however that each Company Subsidiary (as defined in Section 3.1 hereof) in each case to the extent permitted by Applicable Law or the rules or applicable listing agreement of any stock exchange or over-the- counter market on which the Company Common Stock is listed or traded. Notwithstanding the foregoing, until the Effective Time (as defined in Section 1.5 hereof), the Company shall use its best efforts to retain as members of the Company Board at least two directors that are directors of the Company on the date hereof (the "Independent Directors"); provided, that subsequent to the -------- ---- purchase of and payment for Shares pursuant to the Offer, Parent shall always have its designees represent at least a majority of the entire Company Board. The Company's obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule l4f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected or appointed to the Company Board. Parent or Sub shall supply the Company any information with respect to either of 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 are in addition to and shall not limit any rights which Sub, Parent or any of their Affiliates may by Ordinary Resolution increase have as a holder or reduce beneficial owner of Shares as a matter of law with respect to the limits election of directors or otherwise. (b) In the event that Parent's designees are elected or appointed to the Company Board, until the Effective Time, the Company shall use its best efforts to maintain as members of the Company Board at least two directors who are Independent Directors, provided that, in such event, if the number of Directors. 27.2 The Independent Directors shall be divided into three classes: Class Ireduced below two for any reason whatsoever, Class II and Class III. The number of Directors in each class the remaining Independent Director, if any, shall be as nearly equal as possible. Upon the adoption entitled to designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of the Articlesthis Agreement or, if no Independent Director then remains, the existing Directors other directors shall by resolution classify themselves as Class Idesignate two persons to fill such vacancies who shall not be stockholders, Class II Affiliates or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meetingassociates of Parent or Sub, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire such person shall be appointed deemed to be an Independent Director, for a term purposes of office this Agreement. Notwithstanding anything in this Agreement to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise requirecontrary, in the interim between annual general meetings or extraordinary general meetings called for event that Parent's designees constitute a majority of the appointment of Directors and/or directors on the removal of one or more Directors and Company Board, the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the affirmative vote of a majority of the remaining Independent Directors then in officeshall be required after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective Time, although less than a quorum to (as defined in the Articles), a) amend or termi nate this Agreement by the sole remaining DirectorCompany, (b) exercise or waive any of the Company's rights, benefits or remedies hereunder if such exercise or waiver materially and adversely affects holders of Shares other than Parent or Sub, (c) take action with respect to the retention of counsel and other advisors in connection with the transac tions contemplated hereby or (d) take any other action under or in connection with this Agreement if such action materially and adversely affects holders of Shares other than Parent or Sub; provided, that if -------- ---- there shall be no such directors, such actions may be effected by unanimous vote of the entire Company Board. All The Independent Directors shall hold office until have the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed right to fill a vacancy resulting from retain, at the death, resignation or removal of a Director shall serve for the remainder expense of the full term Company, one separate firm of counsel to represent them in connection with the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedTransactions.

Directors. 27.1 There shall (a) Promptly after the Acceptance Time, and from time to time thereafter, Purchaser will be a board entitled to designate such number of directors, rounded up to the nearest whole number, on the Board of Directors consisting of not less than one person provided however that the Company may (the “Purchaser Designees”) as will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the total number of directors on the Board of Directors of the Company (after giving effect to the directors elected pursuant to this sentence) multiplied by Ordinary Resolution increase or reduce (ii) the limits in percentage that the number of Directors. 27.2 The Shares beneficially owned by Parent or Purchaser at such time (including Shares so accepted for payment) bears to the total number of Shares then outstanding on a Fully Diluted basis, and the Company will, upon request by Purchaser, promptly increase the size of the Board of Directors shall of the Company or use commercially reasonable efforts to seek the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and will use commercially reasonable efforts to cause the Purchaser Designees to be divided into three classes: Class Iso elected or appointed. From and after the Acceptance Time, Class II the Company shall, upon Parent’s request, to the extent permitted by the applicable requirements of the SEC and Class IIINASDAQ, use commercially reasonable efforts to cause Purchaser Designees to constitute at least the same percentage (rounded up to the next whole number) as is on the Board of Directors of the Company of (i) each committee of the Board of Directors of the Company, (ii) each board of directors (or similar body) of each wholly-owned Subsidiary of the Company and (iii) each committee (or similar body) of each such board. The number Company’s obligation to appoint Purchaser Designees to the Board of Directors in each class shall be as nearly equal as possible. Upon the adoption of the ArticlesCompany will be subject to Section 14(f) of the Exchange Act. At the request of Purchaser, the existing Directors shall by resolution classify themselves Company will file with the SEC and mail (or otherwise disseminate as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at permitted under Applicable Law) to the Company’s first annual general meetingshareholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Purchaser will supply to the Company all information with respect to themselves and their respective officers, directors and Affiliates required by Section 14(f) of the Class II Directors shall stand appointed Exchange Act and Rule 14f-1 promulgated thereunder, and Parent and Purchaser will be solely responsible for a term expiring at such information. For purposes of this Agreement, such information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder that is filed with the SEC and mailed (or otherwise disseminated as permitted under Applicable Law) to the Company’s second annual general meeting shareholders will be considered part of the Schedule 14D-9. (b) Notwithstanding the provisions of this Section 1.3, at least three (3) of the members of the Board of Directors of the Company shall, at all times prior to the Effective Time, be directors of the Company who were directors of the Company on the date hereof and who qualify as independent directors for purposes of the Class III continued listing requirements of NASDAQ (the “Independent Directors”); provided that if there shall be in office less than three (3) Independent Directors for any reason, the Board of Directors of the Company shall stand appointed elect the Person designated by the remaining Independent Director or Directors to fill such vacancy and such Person shall be deemed to be an Independent Director for a term expiring at all purposes of this Agreement, or if no Independent Directors then remain, the other directors of the Company then in office shall designate and elect three (3) Persons to fill such vacancies who will not be directors, officers, employees or Affiliates of Parent or Purchaser and such Persons shall be deemed to be Independent Directors for all purposes of this Agreement. From and after the time that any Purchaser Designees join the Board of Directors of the Company and prior to the Effective Time, subject to the terms hereof, (i) any amendment or modification of this Agreement, (ii) any termination of this Agreement by the Company, (iii) any extension of time for performance of any of the obligations of Parent or Purchaser hereunder, (iv) any waiver of any condition to the Company’s third annual general meeting. Commencing at obligations hereunder or any of the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed rights hereunder or (v) any amendment to succeed those Directors whose terms expire shall the Company Charter Documents may be appointed for a term effected only if (in addition to the approval of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment Board of Directors and/or of the removal of Company as a whole) there are in office one (1) or more Independent Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled such action is approved by the vote of a majority of the remaining Independent Directors then in office, although less than a quorum (as defined . For purposes of considering any matter set forth in the Articlesthis Section 1.3(b), or the Independent Directors will be permitted to meet without the presence of the other directors. The Independent Directors will have the authority to retain such counsel (which may include current counsel to the Company) and other advisors at the expense of the Company as determined by the sole remaining Director. All Independent Directors shall hold office until and will have the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed authority to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder institute any action on behalf of the full term Company to enforce performance of this Agreement or any of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedCompany’s rights hereunder.

Directors. 27.1 There (a) Effective upon the acceptance for payment of any Shares pursuant to the Offer, Parent shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in entitled to designate the number of directors, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of Shares beneficially owned by Parent and/or Merger Subsidiary (including Shares accepted for payment) bears to the total number of Shares outstanding, and the Company shall take all action necessary to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board and (ii) each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Board of Directors of the Company. 27.2 (b) The Company's obligations to appoint Parent's designees to the Board of Directors shall be divided into three classes: Class I, Class II subject to Section 14(f) of the 1934 Act and Class IIIRule 14f- 1 promulgated thereunder. The number Company shall promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Directors in each class shall be as nearly equal as possible. Upon Parent's designees pursuant to Section 2.03(a) and until the adoption of the ArticlesEffective Time, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote approval of a majority of the remaining Directors directors of the Company then in officeoffice who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Board of Directors and no other action on the part of the Company, although less than a quorum (as defined in including any action by any other director of the Articles)Company, or shall be required to authorize) any termination of this Agreement by the sole remaining Director. All Directors shall hold office until Company, any amendment of this Agreement requiring action by the expiration Board of their respective terms Directors, any extension of office time for performance of any obligation or action hereunder by Parent or Merger Subsidiary and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from any enforcement of or any waiver of compliance with any of the death, resignation agreements or removal of a Director shall serve conditions contained herein for the remainder benefit of the full term Company (and the directors designated by Parent shall leave any Board of Directors meeting for the Director whose death, resignation or removal shall have created period during which such vacancy and until his successor shall have been appointed and qualifiedmatters are being considered).

Directors. 27.1 There (a) Subject to compliance with applicable Laws, promptly upon the payment by Parent for Company Common Shares pursuant to the Offer and from time to time thereafter Parent shall be a board entitled to designate such number of Directors consisting directors, rounded up to the next whole number, on the Company Board as is equal to the product of not less than one person provided however the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the Company may by Ordinary Resolution increase or reduce the limits in the aggregate number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II Company Common Shares beneficially owned by Parent and Class III. The its controlled Subsidiaries bears to the total number of Directors in each class shall be as nearly equal as possible. Upon Company Common Shares then outstanding (including Company Common Shares that are accepted for payment, but excluding any shares held by the adoption Company or any of the Articlesits Subsidiaries), the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at Company shall, upon request of Parent, promptly take all actions necessary to cause Parent’s designees to be so elected, including, if necessary, seeking the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal resignations of one or more Directors and the filling of any vacancy in existing directors; provided, however, that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may Parent shall be filled by the vote of entitled to designate at least a majority of the directors on the Company Board (as long as Parent and its controlled Subsidiaries beneficially own a majority of the outstanding Company Common Shares, which for these purposes shall exclude any Company Common Shares held by the Company or any of its Subsidiaries); and provided, further, that prior to the Effective Time, the Company Board shall always have at least two members who are (1) not officers, directors, employees or designees of Parent or any of its Affiliates (“Purchaser Insiders”) or officers or directors of Affiliates of the Company (other than by reason of being directors of the Company) or officers or directors of any joint venture partner or participant (other than the Company) or its Affiliates (“Interested Persons”), (2) members of the Company Board as of the date hereof, and (3) reasonably satisfactory to Parent. If the number of directors who are not Purchaser Insiders is reduced below two prior to the Effective Time, the remaining Directors director who is not a Purchaser Insider shall be entitled to designate a Person to fill such vacancy who is not a Purchaser Insider or Interested Person and who shall be a director not deemed to be a Purchaser Insider or Interested Person for all purposes of this Agreement; provided that if the number of directors who are not Purchaser Insiders is reduced to zero prior to the Effective Time, a majority of the members of the Company Board at the time of the execution of this Agreement shall be entitled to designate two Persons to fill such vacancies who are not Purchaser Insiders or Interested Persons and who are reasonably satisfactory to Parent and who shall be directors not deemed to be Purchaser Insiders for all purposes of this Agreement. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14-f thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 2.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 2.03. Parent will supply to Company any information with respect to itself and its officers, directors and Affiliates required by such Section and Rule. (c) Following the election or appointment of Parent’s designees pursuant to this Section 2.03 and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent, the waiver of any of the Company’s rights hereunder, or 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 will require the concurrence of the two directors of Company then in officeoffice who are not Purchaser Insiders if such amendment, although less termination, extension or waiver would or could reasonably be expected to have an adverse effect on the stockholders of the Company other than a quorum (as defined in Parent and its Affiliates. The directors of the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors Company who are not Purchaser Insiders shall have been appointed the authority to retain such counsel (which may include current counsel to the Company) and qualified. A Director appointed to fill a vacancy resulting from other advisors at the death, resignation or removal of a Director shall serve for the remainder expense of the full term Company as determined appropriate by such directors and shall have the authority to institute any action on behalf of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedCompany to enforce the performance of this Agreement.

Directors. 27.1 There shall be a board Each director elected by the holders of Directors consisting shares of not less than one person provided however that Series C Preferred Stock or the Company may by Ordinary Resolution increase or reduce the limits in the number holders of Directors. 27.2 The Directors shall be divided into three classes: Class Ishares of Series C Preferred Stock and Defaulted Parity Stock, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute case may be, as provided in Section 3.3 shall, unless his term shall expire earlier, hold office until the annual meeting of stockholders next succeeding his election or other Applicable Law may otherwise requireuntil his successor, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors if any, is elected and the filling of qualified. In case any vacancy shall occur among the directors elected by the holders of shares of Series C Preferred Stock or the holders of shares of Series C Preferred Stock and Defaulted Parity Stock, as the case may be, as provided in that connectionSection 3.3, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, such vacancy may be filled for the unexpired portion of the term by vote of the remaining director theretofore elected by such holders (if there is a remaining director), or such director's successor in office. If any such vacancy is not so filled within 20 days after the creation thereof or if both directors so elected by the holders of Series C Preferred Stock or the holders of Series C Preferred Stock and Defaulted Parity Stock, as the case may be, shall cease to serve as directors before their terms shall expire, the holders of the Series C Preferred Stock or the holders of Series C Preferred Stock and Defaulted Parity Stock, as the case may be, then outstanding and entitled to vote for such directors may, by written consent as herein provided, or at a special meeting of such holders called as provided herein, elect successors to hold office for the unexpired terms of the directors whose places shall be vacant. Any director elected by the holders of shares of Series C Preferred Stock voting separately as a single class or the holders of shares of Series C Preferred Stock voting as a class with the holders of shares of Defaulted Parity Stock may be removed from office with or without cause by the vote or written consent of the holders of at least a majority of the remaining Directors then in officeoutstanding shares of Series C Preferred Stock or a majority of the outstanding shares of Series C Preferred Stock and Defaulted Parity Stock, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualifiedcase may be. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder special meeting of the full term holders of shares of Series C Preferred Stock or the Director whose deathholders of shares of Series C Preferred Stock and Defaulted Parity Stock, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedas the case may be, may be called in accordance with the procedures set forth in Section 3.4.1.

Directors. 27.1 There shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in Subject to article 94, the number of Directors. 27.2 The Directors shall not be divided into three classes: Class I, Class II less than two (the “prescribed minimum”) nor more than thirteen and Class IIIshall be determined by the Board (the “Authorised Number”). The continuing Directors may act notwithstanding any vacancy in their body provided that, if the number of the Directors is reduced below the prescribed minimum, the remaining Director or Directors shall appoint forthwith an additional Director or additional Directors so that the Board comprises such minimum or shall convene a general meeting of the Company for the purpose of making such appointment. If, at any general meeting of the Company, (a) the Chairman determines that the number of persons properly nominated to serve as Directors exceeds the Authorised Number and (b) the number of Directors in each class shall be as nearly equal as possible. Upon is reduced below the adoption of Authorised Number due to the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal failure of one or more Directors and to be elected or re-elected (as the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, case may be filled be) by the vote way of a majority of the remaining votes cast at that meeting or any adjournment thereof, then from the persons properly nominated to serve as Directors then those receiving the highest number of votes in office, although favour of election or re-election (as the case may be) shall be elected or re-elected (as the case may be) to the Board so that the number of Directors equals the Authorised Number and shall be Directors until the next annual general meeting. Where the number of Directors falls to less than the Authorised Number and there are no Director or Directors capable of acting then any two members may summon a quorum (as defined in general meeting for the Articles), or by the sole remaining Directorpurpose of appointing Directors. All Directors Any additional Director so appointed shall hold office (subject to the provisions of the Acts and these articles) only until the expiration conclusion of the annual general meeting of the Company next following such appointment. If, at any meeting of the Company, resolutions are passed by a majority of the votes cast at that meeting or any adjournment thereof in respect of the election or re-election (as the case may be) of Directors which would result in the Authorised Number being exceeded, then those Director(s), in such number as exceeds such Authorised Number, receiving at that meeting the lowest number of votes in favour of election or re-election (as the case may be) shall, notwithstanding the passing of any resolution by a majority of the votes cast at that meeting or any adjournment thereof in their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed favour, not be elected or re-elected (as the case may be) to fill a vacancy resulting from the deathBoard; provided, resignation that nothing in this provision will require or result in the removal of a Director shall serve for whose election or re-election to the remainder of the full term of the Director whose death, resignation or removal shall have created Board was not voted on at such vacancy and until his successor shall have been appointed and qualifiedmeeting.

Directors. 27.1 There (a) Promptly upon the Offer Acceptance Time and all times thereafter, subject to compliance with applicable Laws and the applicable rules and regulations of the NYSE Listed Company Manual, Merger Sub shall be a board entitled to designate such number of Directors consisting directors, rounded up to the next whole number, on the Company Board as is equal to the product of not less than one person provided however (i) the total number of directors on the Company Board (after giving effect to the directors designated by Merger Sub pursuant to this sentence) multiplied by (ii) the percentage that the aggregate voting power of Shares at such time beneficially owned by Parent, Merger Sub and any of their Affiliates bears to the total voting power of Shares then issued and outstanding. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company shall, upon Merger Sub’s request at any time following the Offer Acceptance Time, take all such actions necessary to (A) appoint to the Company Board the individuals designated by Merger Sub and permitted to be so designated by the first sentence of this Section 1.3(a), including, but not limited to, promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Merger Sub’s designees to be so elected or designated to the Company Board, and (B) cause Merger Sub’s designees to be so appointed at such time. The Company shall, upon Merger Sub’s request following the Offer Acceptance Time, also cause Persons elected or designated by Merger Sub to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of each committee of the Company Board to the extent permitted by applicable Laws and the NYSE Listed Company Manual. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 not later than such time as is necessary to enable Merger Sub’s designees to be designated to the Company Board at the Offer Acceptance Time. Merger Sub shall and Parent shall cause Merger Sub to supply the Company with, and be solely responsible for, information with respect to Merger Sub’s designees and Parent’s and Merger Sub’s respective officers, directors and affiliates to the extent required by Section 14(f) of the Exchange Act and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Merger Sub, Parent or any of their respective Affiliates may by Ordinary Resolution increase have as a record holder or reduce beneficial owner of Shares as a matter of applicable Laws with respect to the limits election of directors or otherwise. (b) In the event that Merger Sub’s designees are designated to the Company Board pursuant to Section 1.3(a), then, until the Effective Time, the Company shall cause the Company Board to maintain three (3) directors who are members of the Company Board on the date hereof and who are not officers, directors or employees of Parent, Merger Sub, or any of their Affiliates, each of whom shall be an “independent director” under Section 303A.00 of the NYSE Listed Company Manual and eligible to serve on the Company’s audit committee under the Exchange Act and NYSE Listed Company Manual (the “Continuing Directors”), and at least one of whom shall be an “audit committee financial expert” as defined in Items 407(d)(5)(ii) and (iii) of Regulation S-K; provided, however, that if the number of Directors. 27.2 The Continuing Directors is reduced below three for any reason, the Company shall take all necessary action (including creating a committee of the Company Board) so that the remaining Continuing Director(s) shall be divided into three classes: Class Ientitled to elect or designate another Person (or Persons) to fill such vacancy, Class II and Class III. The number of Directors in each class such Person (or Persons) shall be as nearly equal as possibledeemed to be a Continuing Director for purposes of this Agreement. Upon If no Continuing Director then remains, the adoption other directors on the Company Board shall designate three Persons who are not officers, directors or employees of Parent, Merger Sub, or any of their affiliates, each of whom shall be an “independent director” under Section 303A.00 of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at NYSE Listed Company Manual and eligible to serve on the Company’s first annual general meeting, audit committee under the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting Exchange Act and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meetingNYSE Listed Company Manual, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire least one of whom shall be appointed for a term an “audit committee financial expert” as defined in Items 407(d)(5)(ii) and (iii) of office Regulation S-K, to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors fill such vacancies and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of such Persons shall be deemed Continuing Directors for causeall purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, may be filled by if Merger Sub’s designees constitute a majority of the Company Board after the Offer Acceptance Time and prior to the Effective Time, then the affirmative vote of a majority of the remaining Continuing Directors then in office, although less than a quorum (as defined or in the Articlescase where there are two or fewer Continuing Directors, the concurrence of all Continuing Directors) shall (in addition to the approval rights of the Company Board or the stockholders of the Company as may be required by the Company Organizational Documents or applicable Laws) be required (i) for the Company to amend, modify or terminate this Agreement, (ii) for the Company to extend the time for the performance of any of the obligations or other acts of Parent or Merger Sub hereunder, (iii) to exercise or waive any of the Company’s material rights, benefits or remedies hereunder, (iv) for any amendment to the Company Organizational Documents that adversely affects or would reasonably be expected to adversely affect the stockholders of the Company (other than Parent, Merger Sub or any of their Affiliates), or (v) to take any other action of the Company Board under or in connection with this Agreement if such action would adversely affect (in a non-de minimis manner), or would reasonably be expected to adversely affect (in a non-de minimis manner), the holders of Shares (other than Parent, Merger Sub or any of their Affiliates); provided, however, such affirmative vote of a majority of the Continuing Directors shall in no event be required for the consummation of the Top-Up Option or the Merger in accordance with this Agreement. The Continuing Directors shall have, and Parent shall cause the Continuing Directors to have, the authority to retain such counsel (which may include current counsel to the Company or the Company Board) in reasonable circumstances and other advisors at the expense of the Company as determined by the sole remaining Director. All Directors shall hold office Continuing Directors, and the authority to institute any action on behalf of the Company to enforce performance of this Agreement or any of the Company’s rights hereunder, in each case until the expiration of their respective terms of office Closing. Following the Offer Acceptance Time and until their successors prior to the Effective Time, unless required by applicable Law or applicable fiduciary duties or for removal for good cause, neither Parent nor Merger Sub shall have been appointed and qualified. A Director appointed take any action to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedremove any Continuing Director.

Directors. 27.1 There (a) Promptly upon the acceptance for payment of, and payment by Parent or Merger Sub for, any Shares pursuant to the Offer, Parent or Merger Sub shall be a board entitled to designate such number of members of the Board of Directors consisting of not less than one person provided however that the Company may as will give Merger Sub, subject to compliance with Section 14(f) of the Exchange Act, representation equal to at least that number of directors, rounded up to the next whole number, which is the product of (i) the total number of directors (giving effect to the directors elected pursuant to this sentence) multiplied by Ordinary Resolution increase or reduce (ii) the limits in percentage that (A) such number of Shares so accepted for payment and paid for pursuant to the Offer plus the number of Shares otherwise owned by Parent, Merger Sub or any other subsidiary of Parent bears to (B) the number of Shares outstanding, and the Company shall, at such time, cause such designees to be so elected; provided, however, that in the event that such designees are appointed or elected to the Board of Directors of the Company, 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 will be independent for purposes of Rule 10A-3 under the Exchange Act (the "Independent Directors. 27.2 The "); and provided further that, in such event, if the number of Independent Directors shall be divided into reduced below three classes: Class Ifor any reason whatsoever, Class II any remaining Independent Directors (or Independent Director, if there shall be only one remaining) 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 Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who will be independent for purposes of Rule 10A-3 under the Exchange Act, and Class IIIsuch persons shall be deemed to be Independent Directors for purposes of this Agreement. The 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 containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent or Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to such designees). In connection with the foregoing, the Company shall promptly, at the option of Parent, use reasonable efforts to either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable such designees to be elected or appointed to the Board of Directors in each class shall be as nearly equal as possible. Upon the adoption of the ArticlesCompany as provided above. (b) Following the election or appointment of Parent’s or Merger Sub’s designees pursuant Section 6.14(a) and prior to the Effective Time, any amendment or termination of this Agreement approved by the existing Directors shall by resolution classify themselves as Class ICompany, Class II extension for the performance or Class III Directors. The Class I Directors shall stand appointed for a term expiring at waiver of the obligations of Parent or Merger Sub or waiver of the Company’s first annual general meeting, rights hereunder shall require the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote concurrence of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedIndependent Directors.

Directors. 27.1 There (a) Promptly upon the purchase of and acceptance for payment for any Shares (including, without limitation, all Shares subject to the Tender and Option Agreement) by Acquisition Sub or any affiliate of Acquisition Sub pursuant to the Offer or the Tender and Option Agreement which represents the Minimum Condition, Acquisition Sub shall be a entitled to designate such number of directors, rounded up to the next whole number, on the Board as is equal to the product of the total number of directors then serving on such Board (after giving effect to the directors designated by Acquisition Sub pursuant to this Section) multiplied by the ratio of the aggregate number of Shares beneficially owned by Acquisition Sub and any of its affiliates to the total number of Shares then outstanding. The Company shall, upon request of Acquisition Sub, take all action necessary to cause Acquisition Sub's designees to be elected or appointed to the Board, including, without limitation, increasing the size of the Board or, at the Company's election, securing the resignations of such number of its incumbent directors as is necessary to enable Acquisition Sub's designees to be so elected or appointed to the Board, and shall cause Acquisition Sub's designees to be so elected or appointed. At such time, the Company shall also cause persons designated by Acquisition Sub to constitute the same percentage (rounded up to the next whole number) as is on the Board of (i) each committee of the Board, (ii) each board of Directors consisting directors (or similar body) of not less than one person provided however that each Subsidiary (as defined below) of the Company may by Ordinary Resolution increase and (iii) each committee (or reduce similar body) of each such board. In the limits event that Acquisition Sub's designees are elected to the Board, until the Effective Time, the Board shall have at least two directors who are directors on the date hereof (the "Company Directors"). In such event, if either of the Company Directors is unable to serve for any reason whatsoever, the other directors shall designate a person to fill such vacancy who shall not be a designee, shareholder or affiliate of Acquisition Sub to be a Company Director for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the number event that Acquisition Sub's designees are elected to the Board, after the acceptance for payment of Directors. 27.2 The shares of Common Stock pursuant to the Offer and prior to the Effective Time, the affirmative vote of the Company Directors shall be divided into three classes: Class Irequired to (a) amend or terminate this Agreement by the Company, Class II (b) exercise or waive any of the Company's rights, benefits or remedies hereunder, (c) extend the time for performance of Acquisition Sub's respective obligations hereunder or (d) take any other action by the Board of Directors of the Company in connection with this Agreement. (b) Subject to applicable law, the Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Class IIIRule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.7(a), including mailing to shareholders as part of the Schedule 14D-9 the information required by such Section 14(f) and Rule 14f-1, as is necessary to enable Acquisition Sub's designees to be elected to the Board. Purchaser and Acquisition Sub shall supply the Company with any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The number provisions of Directors Section 1.7(a) are in each class addition to and shall not limit any rights which Acquisition Sub or any of its 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) The directors of Acquisition Sub at the Effective Time shall be as nearly equal as possible. Upon the adoption initial directors of the ArticlesSurviving Corporation, each to hold office in accordance with the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting Restated Articles and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority Bylaws of the remaining Directors then in office, although less than a quorum (as defined in the Articles), Surviving Corporation until each such director's successor is duly elected or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualified.

Directors. 27.1 There (a) Effective upon the Offer Closing and from time to time thereafter, Parent shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in entitled to designate the number of Directorsdirectors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of authorized directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.03) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all actions as are necessary to cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of authorized directors and using reasonable best efforts to seek and accept resignations of incumbent directors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Company Board and (B) as requested by Parent, each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board. 27.2 (b) The Directors Company’s obligations to appoint Parent’s designees to the Company Board shall be divided into three classes: Class I, Class II subject to Section 14(f) of the Exchange Act and Class IIIRule 14f-1 promulgated thereunder. The number Company shall promptly take all actions necessary to effect the appointment of Directors Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in each class order to fulfill its obligations under this Section 1.03(b), which, unless Parent otherwise elects, shall be as nearly equal as possiblemailed together with the Schedule 14D-9. Upon Parent shall supply to the adoption of the ArticlesCompany in writing and be solely responsible for any information with respect to itself and its nominees, the existing Directors shall officers, directors and affiliates required by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at Section 14(f) and Rule 14f-1 and the Company’s first annual general meetingobligations under Section 1.03(a) hereof shall be subject to the receipt of such information. The provisions of this Section 1.03 are in addition to and shall not limit any rights that Parent, Merger Sub or any of their Affiliates may have as a holder or beneficial owner of Shares as a matter of applicable Law with respect to the election of directors or otherwise. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.03(a) and until the Effective Time (as defined in Section 2.03 hereof), the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote approval of a majority of the remaining Directors directors of the Company then in officeoffice who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, although less than a quorum including any action by any other director of the Company, shall be required to authorize) (as defined in the Articles), or i) any termination of this Agreement by the sole remaining Director. All Directors shall hold office until Company, (ii) any amendment of this Agreement requiring action by the expiration Company Board, (iii) any extension of their respective terms time for performance of office any obligation or action hereunder by Parent or Merger Sub, and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from (iv) any waiver of compliance with any of the death, resignation agreements or removal of a Director shall serve conditions contained herein for the remainder benefit of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedCompany.

Directors. 27.1 There (a) Promptly upon the acceptance for payment of Shares by Sub pursuant to the Offer, Sub shall be a board entitled to designate such number of directors on the Board of Directors consisting of not less than one person provided however that (i) the Company may as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, a majority of such directors, and the Company shall, at such time, cause Sub's designees to be so elected by Ordinary Resolution increase its existing Board of Directors and (ii) each subsidiary of the Company and each committee of the Board of Directors of the Company and each such subsidiary as will give Sub a majority of such directors or reduce committee, and the limits Company shall, at such time, cause Sub's designees to be so elected. In the event that Sub's designees are elected to the Board of Directors of the Company, until the Effective Time such Board of Directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); and provided that, in such event, if the number of Directors. 27.2 The Independent Directors shall be divided into three classes: Class Ireduced below two for any reason whatsoever, Class II the remaining Independent Director shall designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent 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 Class IIIsuch persons shall be deemed to be Independent 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 to its shareholders the Information Statement (as hereinafter defined) containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). The In connection with the foregoing, the Company will promptly, at the option of Parent, either increase the size of the Company's and each subsidiary's Board of Directors and each committee thereof and/or obtain the resignation of such number of Directors in each class shall its current directors as is necessary to enable Sub's designees to be as nearly equal as possible. Upon the adoption elected or appointed to, and to constitute a majority of the ArticlesCompany's and each subsidiary's Board of Directors and each committee thereof as provided above. (c) Following the election or appointment of Sub's designees pursuant to this Section 1.3 and prior to the Effective Time, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the affirmative vote of a majority of the remaining Independent Directors then in office, although less than a quorum (as defined in the Articles), or office shall be required by the sole remaining Director. All Directors shall hold office until Company to (i) amend or terminate this Agreement by the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the deathCompany, resignation (ii) exercise or removal of a Director shall serve for the remainder waive any of the full term Company's rights or remedies under this Agreement, (iii) extend the time for performance of Parent's and Sub's respective obligations under this Agreement or (iv) following the Director whose death, resignation termination of this Agreement in accordance with its terms enter into any other merger or removal shall have created such vacancy consolidation between the Company and until his successor shall have been appointed and qualifiedParent or any subsidiary of Parent.

Directors. 27.1 There shall be a board (a) At the Effective Time, as reflected in the Certificate of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in Incorporation and By-Laws, the number of directors of the Surviving Entity shall be twenty-nine (29), consisting of twenty (20) directors of CME Holdings as of immediately prior to the Effective Time (the “CME Holdings Directors. 27.2 The ”) and nine (9) directors of CBOT Holdings as of immediately prior to the Effective Time (the “CBOT Holdings Directors”). At least ten (10) Business Days prior to the Effective Time, CBOT Holdings shall deliver in writing to CME Holdings (the “CBOT Holdings Director Notice”) the names of the CBOT Holdings Directors (it being understood that one of the CBOT Holdings Directors shall be divided into three classes: Class I, Class II and Class III. The number the Chairman of the Board of Directors in each class of CBOT Holdings immediately prior to the Effective Time and at least two of the CBOT Holdings Directors shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Non-Industry Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the ArticlesBy-Laws)). The CBOT Holdings Director Notice shall identify (i) which CBOT Holdings Directors shall be members of the Executive Committee of the Board of Directors of the Surviving Entity in accordance with Section 1.7(b) and (ii) which CBOT Holdings Directors shall be members of the Nominating Committee of the Board of Directors of the Surviving Entity in accordance with Section 1.7(c). The CBOT Holdings Directors shall be allocated among the different classes of directors of the Surviving Entity as may be mutually agreed by CBOT Holdings and CME Holdings so that (i) the classes of directors expiring at the next two annual meetings of the stockholders of the Surviving Entity after the Effective Time have ten (10) directors and (ii) the other class of directors has nine (9) directors. Immediately following the Effective Time, or by the sole remaining DirectorChairman of the Board of Directors of CME Holdings immediately prior to the Effective Time shall serve as the Chairman of the Board of Directors of the Surviving Entity (the “Surviving Entity Chairman”) and the Chairman of the Board of Directors of CBOT Holdings immediately prior to the Effective Time shall serve as Vice Chairman of the Board of Directors of the Surviving Entity (the “Surviving Entity Vice Chairman”). All Directors Subject to Article X of the By-Laws, each director shall hold office until the expiration of their respective terms of office and until their successors shall have his or her successor has been duly elected or appointed and qualified. A Director appointed to fill a vacancy resulting from the qualified or until his or her earlier death, resignation or removal in accordance with the Certificate of a Incorporation, the By-Laws and applicable Law. (b) At the Effective Time, as reflected in the By-Laws, the Executive Committee of the Board of Directors of the Surviving Entity shall be comprised of eight (8) directors, consisting of five (5) CME Holdings Directors and the three (3) CBOT Holdings Directors identified in the CBOT Holdings Director Notice. Immediately following the Effective Time, as reflected in the By-Laws, the Surviving Entity Chairman shall serve for as the remainder Chairman of the full term Executive Committee and the Surviving Entity Vice Chairman shall serve as the Vice Chairman of the Executive Committee. (c) At the Effective Time, as reflected in the By-Laws, the Nominating Committee of the Board of Directors of the Surviving Entity shall be comprised of six (6) directors, consisting of four (4) CME Holdings Directors and the two (2) CBOT Holdings Directors identified in the CBOT Holdings Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedNotice.

Directors. 27.1 There (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall be a board entitled to designate such number of Directors consisting of not less than one person provided however that directors on the Company may Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by Ordinary Resolution increase or reduce (ii) the limits in percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of Directors. 27.2 The shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding, and the Company shall, at such time, cause Sub's designees to be so elected or appointed to the Company Board, provided that in the event that Sub's designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (the INDEPENDENT DIRECTORS); and provided further that, in such event, if the number of Independent Directors shall be divided into reduced below three classes: Class Ifor any reason whatsoever, Class II the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and Class IIIsuch persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to the Company Board as provided above. The number of Directors in Company shall also use its reasonable efforts to cause the Sub's designees to be proportionately represented on each class shall be as nearly equal as possible. Upon the adoption committee of the ArticlesCompany Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub's designees pursuant to Section 1.3(a) until the Effective Time, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote concurrence of a majority of the remaining Independent Directors then in officeshall be required for any amendment to this Agreement, although less than a quorum any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as defined in the Articlesexpressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the sole remaining Director. All Directors shall hold office until the expiration Company Board hereunder or any waiver of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder any of the full term of the Director whose death, resignation Company's rights or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedParent's or Sub's obligations under this Agreement.

Directors. 27.1 There Promptly upon the acceptance for payment of, and payment for, Shares by Sub pursuant to the Offer, Sub shall be a board entitled to designate such number of directors on the Board of Directors consisting of not less than one person provided however that the Company may as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, a majority of such directors, and the Company shall, at such time, cause Sub's designees to be so elected by Ordinary Resolution increase its existing Board of Directors; provided, however, that in the event that Sub's designees are elected to the Board of Directors of the Company, until the Effective Time such Board of Directors shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company or reduce any of its subsidiaries (the limits "Independent Directors") and; provided further that, in such event, if the number of Directors. 27.2 The Independent Directors shall be divided into three classes: Class Ireduced below two for any reason whatsoever, Class II the remaining Independent Director shall designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors of the Company on the date hereof shall designate two persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its subsidiaries, or officers or affiliates of Parent or any of its subsidiaries, and Class IIIsuch persons shall be deemed to be Independent Directors for purposes of this Agreement. The number Company shall, if requested by the Parent, also cause directors designated by the Parent to constitute at least a majority of Directors in (i) each class shall be as nearly equal as possible. Upon the adoption committee of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board 's Board of Directors, (ii) each board of directors (or similar body) of each subsidiary of the Company, and (iii) each committee (or similar body) of each such board. Subject to applicable law, the Company shall take all action requested by Parent necessary to effect any such election, including unfilled vacancies resulting from mailing to its stockholders the removal Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company will promptly, at the option of Parent, either increase the size of the Board of Directors for causeof the Company, may any subsidiary or any committee thereof and/or obtain the resignation of such number of current directors or committee members as is necessary to enable Sub's designees to be filled by the vote of elected or appointed to, and to constitute a majority of the remaining Directors then in office, although less than a quorum (such boards and committees as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedprovided above.

Directors. 27.1 There Promptly upon the acceptance for payment of, and payment by Buyer for, Common Shares pursuant to the Offer, and from time to time thereafter, Buyer shall be a board entitled to designate such number of directors on the Board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce as will give Buyer, subject to compliance with Section 14(f) of the limits in Exchange Act, representation on such Board of Directors equal to at least that number of directors, rounded up to the next whole number, which is the percentage of the total number of directors (giving effect to the directors elected pursuant to this sentence) that (i) the number of Directors. 27.2 The Common Shares owned by Buyer and its Affiliates bears to (ii) the total number of Common Shares outstanding, and the Company shall, at such time, promptly take all action necessary to cause Buyer's designees to be appointed or elected; provided that in the event that Buyer's designees are elected to the Board of Directors of the Company, until the Effective Time such Board of Directors shall have at least two Independent Directors (as defined below); and provided further that, in such event, if the number of Independent Directors shall be divided into three classes: Class Ireduced below two for any reason whatsoever, Class II the remaining Independent Director shall designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent 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 any of its subsidiaries, or officers or affiliates of Buyer or any of its subsidiaries, and Class IIIsuch persons shall be deemed to be Independent Directors for purposes of this Agreement. The number Company will use its best efforts to cause persons designated by Buyer to constitute the same percentage as is on the Board of Directors in of (i) each class shall be as nearly equal as possible. Upon the adoption committee of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board Board of Directors, including unfilled vacancies resulting from (ii) each board of directors of each domestic subsidiary of the removal Company and (iii) each committee of the Board of Directors for causeand each such other board of directors, may be filled in each to the extent permitted by law. Subject to applicable law, the vote of a majority Company shall take all action requested by Buyer necessary to effect any such appointment or election, including mailing to its shareholders the Information Statement containing the information required by Section 14(f) of the remaining Directors then in office, although less than a quorum Exchange Act and Rule 14f-1 promulgated thereunder (as defined in the Articles), either separately or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualified.combined with

Directors. 27.1 There (a) Subject to compliance with applicable Laws, promptly upon acceptance for payment of such number of shares of Seller Common Stock as represents at least a majority of the then-outstanding shares of Seller Common Stock pursuant to the Offer and from time to time thereafter, Purchaser shall be a board entitled to designate such number of Directors consisting directors, rounded up to the next whole number, on the Seller Board as is equal to the product of not less than one person provided however (x) the total number of directors on the Seller Board (determined after giving effect to the election of any additional directors pursuant to this Section 1.3) multiplied by (y) the percentage that the Company may by Ordinary Resolution increase or reduce the limits in the aggregate number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The shares of Seller Common Stock beneficially owned by Purchaser or any of its Affiliates bears to the total number of Directors in each class shall be as nearly equal as possible. Upon the adoption shares of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meetingSeller Common Stock then outstanding, and at each annual general meeting thereafterSeller shall, Directors appointed upon request of Purchaser, promptly take all actions necessary to succeed those Directors whose terms expire shall cause Purchaser’s designees to be appointed for a term of office to expire at so elected (including, if necessary, seeking the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal resignations of one or more Directors existing directors or increasing the size of the Seller Board) in compliance with applicable Law; provided, however, that Purchaser shall be entitled to designate at least a majority of the directors on the Seller Board (as long as Purchaser and its Affiliates beneficially own a majority of the filling outstanding shares of Seller Common Stock); provided further that prior to the Effective Time, the Seller Board shall always have at least two members who are not officers, directors, employees or designees of Purchaser or any of its Affiliates (“Purchaser Insiders”). If the number of directors who are not Purchaser Insiders is reduced below two prior to the Effective Time, the remaining director who is not a Purchaser Insider shall be entitled to designate a Person to fill such vacancy who is not a Purchaser Insider and who shall be a director not deemed to be a Purchaser Insider for all purposes of this Agreement. (b) Seller’s obligations to appoint Purchaser’s designees to the Seller Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. Seller shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3, and shall include in the Schedule 14D-9 such information with respect to Seller and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Parent will supply to Seller any information with respect to itself and its Affiliates required by such Section and Rule. (c) Following the election or appointment of Purchaser’s designees pursuant to this Section 1.3 and prior to the Effective Time, any amendment or termination of this Agreement by Seller pursuant to Article IX, any extension by Seller of the time for the performance of any vacancy in that connectionof the obligations or other acts of Parent or Purchaser hereunder, additional Directors and or waiver of any vacancies in of Seller’s rights or any of the board obligations of Directors, including unfilled vacancies resulting from Parent or Purchaser hereunder will require the removal of Directors for cause, may be filled by the vote consent of a majority of the remaining Directors directors of Seller then in officeoffice who are not Purchaser Insiders (or the approval of the sole director if there shall only be one director then in office who is not a Purchaser Insider). Following the election or appointment of Parent’s designees pursuant to this Section 1.3 and prior to the Effective Time, although less than any actions with respect to the enforcement of this Agreement by Seller shall be effected only by the action of a quorum majority of the directors of Seller then in office who are not Purchaser Insiders (as defined or the action of the sole director if there shall only be one director then in the Articlesoffice who is not a Purchaser Insider), or by and such authorization shall constitute the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder authorization of the full term Seller Board and no other action on the part of the Director whose deathSeller, resignation or removal including any action by any other director of Seller, shall have created be required to authorize any such vacancy and until his successor shall have been appointed and qualifiedaction.

Directors. 27.1 There (a) Promptly following the purchase of and payment for a number of shares of Company Common Stock that satisfies the Minimum Condition, and from time to time thereafter, Purchaser shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in entitled to designate the number of directors, rounded up to the next whole number, on the Board that equals the product of (i) the total number of directors on the Board (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "Continuing Directors. 27.2 The "); provided that in the -------------------- event that the number of Continu- ing Directors shall be divided into three classes: Class Ireduced below two for any reason whatsoever, Class II and Class III. The number of any remaining Con tinuing Directors in each class (or Continuing Director, if there shall be as nearly equal as possibleonly one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. Upon the adoption of the ArticlesAs used in this Agreement, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed "Subsidiary" when used with respect to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute any ---------- party means any corporation or other Applicable Law may otherwise requireorganization, in the interim between annual general meetings whether incorporated or extraordinary general meetings called for the appointment unincorporated, of Directors and/or the removal of one which such party directly or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of indirectly owns or controls at least a majority of the remaining Directors then in officesecurities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization, although less than or any organization of which such party is a quorum general partner. (as defined b) The Company's obligations to appoint Purchaser's designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions, and shall include in the Articles)Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section. Parent and Purchaser shall supply to the Company, and be solely responsible for, any information with respect to themselves and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Purchaser's designees pursuant to Section 1.3(a) and until the Effective Time, the approval of the Continuing Directors 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 director of the Company, shall be required to authorize) any termination of this Agreement by the sole remaining Director. All Directors shall hold office until Company, any amendment of this Agree ment requiring action by the expiration Company's board of their respective terms directors, any amendment of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the deathcertificate of incorporation or bylaws of the Company, resignation any extension of time for performance of any obligation or removal action hereunder by Parent or Purchaser, any waiver of a Director shall serve compliance with any of the agreements or conditions contained herein for the remainder benefit of the full term of the Director whose deathCompany and any material transaction with Parent, resignation Purchaser or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedany affiliate thereof.

Directors. 27.1 There Promptly after such time as Sub purchases Shares pursuant to the Offer, Sub shall be a board entitled, to the fullest extent permitted by law, to designate at its option up to that number of directors, rounded to the nearest whole number, of the Company's Board of Directors, subject to compliance with Section 14(f) of the Exchange Act, as will make the percentage of the Company's directors designated by Sub equal to the percentage of the aggregate voting power of the shares of Company Common Stock held by Parent or any of its Subsidiaries; provided, however, that if Sub's designees are elected to the Board of Directors consisting of not less than one person provided however that the Company, until the Effective Time such Board of Directors shall have at least three directors who are directors of the Company may by Ordinary Resolution increase or reduce on the limits date of this Agreement (the "Continuing Directors"); and provided further that, in such event, (i) if the number of Directors. 27.2 The Continuing Directors shall be divided into reduced below three classes: Class Ifor any reason whatsoever, Class II the remaining Continuing Directors or Director shall designate a person or persons to fill such vacancy or vacancies, each of whom shall be deemed to be an Continuing Director for purposes of this Agreement or (ii) if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its subsidiaries, or officers or affiliates of Parent or any of its subsidiaries, and Class IIIsuch persons shall be deemed to be Continuing Directors for purposes of this Agreement, and in the case of either clause (i) or (ii) Sub shall cause such person or persons to be elected to fill such vacancy or vacancies. The number Following the election or appointment of Sub's designees pursuant to this Section 6.3 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Company Charter or the Amended and Restated Bylaws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Sub or Parent or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors in each class shall be as nearly equal as possible. Upon the adoption of the ArticlesCompany with respect to this Agreement, will require the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote concurrence of a majority of the remaining Continuing Directors then in officeand, although less than except as required by applicable law, no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. To the fullest extent permitted by applicable law, the Company shall take all action requested by Parent that is reasonably necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a quorum (as defined timely basis all information required to be included in the ArticlesInformation Statement with respect to Sub's designees). In connection with the foregoing, the Company will promptly, at the option of Parent, to the fullest extent permitted by law, the Company Charter and the Amended and Restated Bylaws of the Company, either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal Company's Board of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedDirectors as provided above.

Directors. 27.1 There shall Promptly upon the acceptance for payment of, and payment for, a number of shares of Viasoft Common Stock by Merger Sub pursuant to the Offer that satisfies the Minimum Tender Condition, Merger Sub will be entitled to designate for appointment or election to Viasoft's Board of Directors, upon written notice to Viasoft, such number of persons so that the designees of Merger Sub constitute the same percentage (but in no event less than a board majority) of Viasoft's Board of Directors consisting (rounded up to the next whole number) as the percentage of not less than one person provided however that Shares acquired in connection with the Company may by Ordinary Resolution Offer. Viasoft will, upon Merger Sub's request, promptly increase or reduce the limits in the number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption size of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment Board of Directors and/or secure the removal resignations of one or more such number of directors as is necessary to enable Merger Sub's designees to be elected to the Board of Directors and will cause Merger Sub's designees to be so elected. Subject to applicable law, Viasoft will take all action requested by Compuware necessary to effect any such election, including mailing to its shareholders the filling Information Statement containing the information required by Section 14(f) of any vacancy in the Exchange Act and Rule 14f-1 promulgated thereunder, and Viasoft agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that connection, additional Directors and any vacancies Merger Sub will have provided to Viasoft on a timely basis all information required to be included in the board Information Statement with respect to Merger Sub's designees). Following the election or appointment of DirectorsMerger Sub's designees pursuant to this Section 6.7, including unfilled vacancies resulting from and prior to the removal Effective Time, any amendment or termination of Directors this Agreement, extension for causethe performance or waiver of the obligations or other acts of Compuware or Merger Sub or exercise or waiver of Viasoft's rights or remedies hereunder, may be filled by will require the vote concurrence of a majority of Viasoft's directors (including, if Compuware so elects, a majority of Viasoft's non-employee directors) (or the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by concurrence of the sole remaining Director. All Directors shall hold director, if there is only one remaining) then in office until who are directors of Viasoft on the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed date hereof, or are directors (other than directors designated by Merger Sub in accordance with this Section 6.7) designated by such persons or person to fill a any vacancy resulting from (the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualified"Continuing Directors").

Directors. 27.1 There (a) Promptly upon the purchase by Purchaser pursuant to the Offer of such number of Shares as shall satisfy the Minimum Condition, and from time to time thereafter, Purchaser shall be a board entitled to designate such number of Directors consisting of not less than one person provided however that directors, rounded up to the next whole number, on the Company may by Ordinary Resolution Board as shall give Purchaser representation on the Company Board equal to the product of (i) the total number of directors on the Company Board (after giving effect to any increase or reduce the limits in the number of Directorsdirectors pursuant to this Section 1.3) and (ii) the percentage that such number of Shares so purchased (including Shares accepted for payment and the purchased Top-Up Shares) bears to the total number of Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Purchaser’s designees to be so elected or appointed; provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company Board (as long as Parent and its Affiliates Beneficially Own a majority of the Shares of the Company). Subject to subsection (c) of this Section 1.3, the Company shall also cause individuals designated by Purchaser to constitute the same percentage as such individuals represent of the entire Company Board (but no less than a majority) on the following: (i) each committee of the Company Board; (ii) each Board of Directors and each committee thereof of each wholly owned Subsidiary of the Company and (iii) the designees, appointees or other similar representatives of the Company on each Board of Directors (or other similar governing body) and each committee thereof of each non-wholly owned Subsidiary. The Company’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. At the request of Purchaser, the Company shall take all actions required pursuant to Section 14(f) and Rule 14f-1 necessary to effect any such election or appointment of Purchaser’s designees in accordance with this Section 1.3(a), including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Purchaser shall supply to the Company all information with respect to themselves and their respective officers, directors and Affiliates required by such Section and Rule. 27.2 The (b) Following the election or appointment of Purchaser’s designees pursuant to Section 1.3(a) and prior to the Effective Time, the Company shall cause the Company Board to maintain at least three (3) directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company and who are independent directors for purposes of the applicable listing and corporate governance rules and regulations of the NASD (the “Continuing Directors”); provided, however, that if the number of Continuing Directors is reduced below three (3) for any reason, the remaining Continuing Directors shall be divided into entitled to elect or designate a person meeting the foregoing criteria 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 three classes: Class I(3) persons meeting the foregoing criteria to fill such vacancies, Class II and Class IIIsuch persons shall be deemed to be Continuing Directors for purposes of this Agreement. The number of Directors in each class Company and the Company Board shall promptly take all action as may be necessary to comply with their obligations under this Section 1.3(b). So long as there shall be as nearly equal as possible. Upon at least one (1) Continuing Director, (i) any amendment or termination of this Agreement requiring action by the adoption Company Board, (ii) any extension of time for the performance of any of the Articlesobligations or other acts of Parent or Purchaser under this Agreement, (iii) any waiver of compliance with any of the existing Directors shall by resolution classify themselves as Class Iagreements or conditions under this Agreement that are to the benefit of the Company, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at (iv) any exercise of the Company’s first annual general meeting, rights or remedies under this Agreement shall require the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote concurrence of a majority of the remaining Continuing Directors (or of the sole Continuing Director if there shall then in office, although less than a quorum be only one Continuing Director). (as defined in c) In the Articlesevent that Parent’s designees are elected or appointed to the Company Board pursuant to Section 1.3(a), or until the Effective Time, each committee of the Company Board that is required by the sole remaining Director. All applicable listing and corporate governance rules and regulations of the NASD or the federal securities laws to be comprised solely of, or a majority of, Continuing Directors shall hold office until be so comprised; provided, however, that in such event, if the expiration number of their respective terms Continuing Directors shall be reduced below the number of office and until their successors directors as may be required by such rules or securities laws for any reason whatsoever, the remaining Continuing Director(s) shall have been appointed and qualified. A Director appointed be entitled to designate persons meeting the foregoing criteria to fill a vacancy resulting from such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement or, if no other Continuing Director then remains, the death, resignation or removal other directors shall designate such number of a Director shall serve for directors as may be required by the remainder applicable listing and corporate governance rules and regulations of the full term NASD and the federal securities laws, to fill such vacancies who shall be deemed to be Continuing Directors for purposes of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedthis Section 1.3(c).

Directors. 27.1 There (a) The Board of Directors shall consist of up to nine (9) members who shall be appointed as follows: (1) each of Pitango, Star, Genesis and Orbotech shall be entitled to appoint one (1) director to the Board of Directors of the Company for so long as it holds Preferred Shares constituting more than 5% of the issued and outstanding share capital of the Company, on an as converted basis, and thereafter the directorship which was vacated shall be held by a director appointed by the holders of the majority of the Series AA Preferred Shares not otherwise entitled to appoint a director pursuant to this Article 65(a)(l); (2) each of Poalim Ventures and Wellington shall be entitled to appoint one (1) director for so long as it holds Preferred Shares constituting more than 3% of the issued and outstanding share capital of the Company, on an as converted basis and thereafter the directorship which was vacated shall be held by a director appointed by the holders of the majority of the Series BB Preferred Shares; (3) the majority of the directors appointed pursuant to Articles 65(a)(l) and(2) above shall be entitled to appoint up to two (2) directors, who shall be independent industry experts; and (4) the Chief Executive Officer (“CEO”) of the Company shall be a board director if he or she is appointed as a director by a majority of the directors appointed pursuant to Articles 65(a)(l) and(2) above; (b) Amadeus shall be entitled to appoint one (1) observer to the Board for so long as it holds Preferred Shares constituting more than 5% of the issued and outstanding share capital of the Company, on as converted basis. (c) Observers to the Board of Directors consisting shall be entitled to attend all Board of not less than one person provided however that Directors meetings and in this capacity, to receive all notices of meetings and any documentation the Company may provides to the Company’s directors before, during or after such meetings, subject to restrictions relating to attorney-client privilege, and shall be subject (other than an observer appointed by Ordinary Resolution increase or reduce Intel) to the limits in same fiduciary duties that apply to members of the number Board of Directors. 27.2 (d) The Directors provisions of this Article 65 shall be divided into three classes: Class I, Class II in force until the QIPO. (a) The directors and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire observers shall be appointed for a term as set forth in Article 65 and may be removed and vacancies filled by those entitled to appoint, as specified in Article 65. Notice of office appointment or removal shall become effective on the date fixed in the notice of appointment or removal, or upon delivery thereof to expire at the third succeeding annual general meeting after their appointmentCompany, whichever is later. Except as the Statute or other Applicable Law may otherwise requireFor avoidance of doubt, in the interim between annual general meetings or extraordinary general meetings called for event that a seat of the appointment Board of Directors and/or the removal of is vacated, and no one or more Directors is entitled to replace such vacated seat, then such vacated seat shall remain vacant and the filling number of directors shall be reduced accordingly. (b) If the office of any vacancy in that connection, additional Directors and any vacancies in member of the board of Directors, including unfilled vacancies resulting from the removal Board of Directors for causeis vacated, the other members of the Board of Directors may be filled act in every way and manner so long as their number does not fall below two, at least one of which was appointed by the vote of a majority holders of the remaining Directors then Preferred Shares. If their number falls below two, or if there are only two directors but none of them were appointed by the holder of the Preferred Shares, they may act only in an emergency, for convening General Meetings and for providing written notice to those shareholders or groups of shareholders who are entitled to fill the vacancies, of such vacancies. In the event that within 10 days following mailing of such written notices the vacancies are not filled, the directors in office, although less than a quorum (as defined in the Articles), whatever their number or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office whom appointed, may act in every way and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedmanner.

Directors. 27.1 There (a) Effective upon the Offer Closing and from time to time thereafter, Parent shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in entitled to designate the number of Directorsdirectors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.03) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) bears to the total number of shares of Company Common Stock outstanding, and the Company shall cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of directors and using commercially reasonable efforts to seek and accept resignations of incumbent directors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Company Board and (B) as requested by Parent, each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board. 27.2 (b) The Directors Company’s obligations to appoint Parent’s designees to the Company Board shall be divided into three classes: Class I, Class II subject to Section 14(f) of the Exchange Act and Class IIIRule 14f-1 promulgated thereunder. The number Company shall promptly take all actions necessary to effect the appointment of Directors Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in each class order to fulfill its obligations under this Section 1.03(b), which, unless Parent otherwise elects, shall be as nearly equal as possiblemailed together with the Schedule 14D-9. Upon Parent shall supply to the adoption of the ArticlesCompany in writing and be solely responsible for any information with respect to itself and its nominees, the existing Directors shall officers, directors and affiliates required by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at Section 14(f) and Rule 14f-1 and the Company’s first annual general meetingobligations under Section 1.03(a) hereof shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.03(a) and until the Effective Time (as defined in Section 2.03 hereof), the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote approval of a majority of the remaining Directors directors of the Company then in officeoffice who were not designated by Parent (the “Independent Directors”) shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, although less than a quorum including any action by any other director of the Company, shall be required to authorize) (as defined in the Articles), or i) any termination of this Agreement by the sole remaining Director. All Directors shall hold office until Company, (ii) any amendment of this Agreement requiring action by the expiration Company Board, (iii) any extension of their respective terms time for performance of office any obligation or action hereunder by Parent or Merger Sub, and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from (iv) any waiver of compliance with any of the death, resignation agreements or removal of a Director shall serve conditions contained herein for the remainder benefit of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedCompany.

Directors. 27.1 There (a) Effective upon the acceptance for payment pursuant to the Offer of a number of shares of Company Common Stock that satisfies the Minimum Condition, Parent shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in entitled to designate the number of directors, rounded up to the next whole number, on the Board that equals the product of (i) the total number of directors on the Board (giving effect to the election of any additional directors pursuant to this Section 2.03) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares of Company Common Stock accepted for payment) bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action necessary to cause Parent's designees to be elected or appointed to the Board, including increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board and (ii) each board of directors of each Subsidiary of the Company identified by Parent (and each committee thereof) that represents the same percentage as such individuals represent on the Board, in each case only to the extent permitted by applicable Law including the rules of The Nasdaq National Market or any other exchange on which the Company Common Stock is listed. Notwithstanding the provisions of this Section 2.03, the parties hereto shall use their respective best efforts to ensure that at least two of the members of the Board, who are not officers, employees or affiliates of the Company, Parent or Merger Sub or any of their respective Subsidiaries or affiliates, shall, at all times prior to the Effective Time, be individuals who were independent directors of the Company (for purposes of the continued listing requirements of The Nasdaq National Market) on the date hereof (the "Continuing Directors"); provided that if there shall be in office fewer than two Continuing Directors for any reason, the Board shall cause a person designated by the remaining Continuing Director to fill such vacancy who shall be deemed to be a 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 persons to fill such vacancies who will not be directors, officers, employees or affiliates of the Company, Parent or Merger Sub or any of their respective Subsidiaries or affiliates and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. The Board shall not delegate any matter covered by this Section 2.03 to any committee of the Board, unless such committee consists only of the Continuing Directors. 27.2 (b) The Directors Company's obligations to appoint Parent's designees to the Board shall be divided into three classes: Class I, Class II subject to Section 14(f) of the Exchange Act and Class IIIRule 14f-1 promulgated thereunder. The number of Directors in each class Company shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meetingpromptly take all actions, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, include in the interim between annual general meetings Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 2.03, so long as Parent shall have provided to the Company on a timely basis in writing and be solely responsible for any information with respect to itself, Merger Sub and their respective nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or extraordinary general meetings called for the appointment of Directors and/or Parent's designees pursuant to Section 2.03(a) and until the removal of one or more Directors and Effective Time, only the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote approval of a majority of the remaining Continuing Directors then in office, although less than a quorum (as defined in the Articles), or shall be required to authorize any termination of this Agreement by the sole remaining Director. All Directors shall hold office until Company, any amendment of this Agreement requiring action by the expiration Board, any extension of their respective terms time for performance of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the death, resignation agreements or removal of a Director shall serve conditions contained herein for the remainder benefit of the full term Company and any other action of the Director whose death, resignation Company hereunder which adversely affects the holders of shares of Company Common Stock (other than Parent or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedMerger Sub) in any respect.

Directors. 27.1 There (a) Upon the Offer Acceptance Time and all times thereafter, subject to compliance with applicable Legal Requirements and the applicable Marketplace Rules of NASDAQ, Purchaser shall be a board entitled to elect or designate such number of directors, rounded up to the next whole number, on the Board of Directors consisting of not less than one person provided however the Company as is equal to the product of (i) the total number of directors on the Board of Directors of the Company (after giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by (ii) the percentage that the Company may by Ordinary Resolution increase or reduce the limits in the aggregate number of DirectorsShares beneficially owned by Parent, Purchaser and any of their Subsidiaries bears to the total number of Shares then outstanding, and Parent shall be entitled to have such designees be elected or appointed to such classes of the Board of Directors of the Company so as to be evenly distributed as possible among the three classes of directors of the Board of Directors of the Company. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company and the Board of Directors of the Company shall, upon Purchaser’s request at any time following the purchase of and payment for Shares pursuant to the Offer, take all such actions necessary to (A) appoint to the Board of Directors of the Company the individuals designated by Purchaser and permitted to be so designated by the first sentence of this Section 1.3(a), including promptly filling vacancies or newly created directorships on the Board of Directors of the Company, promptly increasing the size of the Board of Directors of the Company (including by amending the bylaws of the Company if necessary so as to increase the size of the Board of Directors of the Company) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Board of Directors of the Company, and (B) cause Purchaser’s designees to be so appointed at such time. The Company shall, upon Purchaser’s request following the Offer Acceptance Time, also cause Persons elected or designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Board of Directors of the Company of each committee of the Board of Directors of the Company to the extent permitted by applicable Legal Requirements and the NASDAQ Marketplace Rules. From and after the Offer Acceptance Time, the Company shall, at Parent’s request, take all action necessary to elect to be treated as a “controlled company” as defined by NASDAQ Marketplace Rule 5615(c)(1) and make all necessary filings and disclosures associated with such status. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-l in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) of the Exchange Act and Rule 14f-l as is necessary to enable Purchaser’s designees to be elected or designated to the Board of Directors of the Company. Purchaser shall supply the Company with, and be solely responsible for, information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and Affiliates to the extent required by Section 14(f) of the Exchange Act and Rule 14f-l. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Purchaser, Parent or any of their respective Subsidiaries may have as a record holder or beneficial owner of Shares as a matter of applicable Legal Requirements with respect to the election of directors or otherwise. 27.2 The (b) In the event that Purchaser’s designees are elected or designated to the Board of Directors of the Company pursuant to Section 1.3(a), then, until the Effective Time, the Company shall cause the Board of Directors of the Company to maintain three (3) directors who are members of the Board of Directors of the Company on or prior to the date hereof and who are not officers, directors or employees of Parent, Purchaser, or any of their Subsidiaries, each of whom shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each class shall be an “independent director” as nearly equal as possible. Upon the adoption defined by Rule 5605(a)(2) of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at NASDAQ Marketplace Rules and eligible to serve on the Company’s first annual general meeting, audit committee under the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting Exchange Act and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meetingNASDAQ Marketplace Rules, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire least one of whom shall be appointed an “audit committee financial expert” as defined in Items 407(d)(5)(ii) and (iii) of Regulation S-K (the “Continuing Directors”); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the Company shall take all necessary action (including creating a committee of the Board of Directors of the Company) so that the Continuing Director(s) shall be entitled to elect or designate another Person (or Persons) to fill such vacancy, and such Person (or Persons) shall be deemed to be a Continuing Director for a term purposes of office to expire at this Agreement. If no Continuing Director then remains, the third succeeding annual general meeting after other directors shall designate three (3) Persons who are not officers, directors or employees of Parent, Purchaser, or any of their appointment. Except as the Statute Affiliates, and who do not otherwise have any material financial or other Applicable Law may otherwise requirematerial interest in or material relationship with Parent, Purchaser or any of their Affiliates, to fill such vacancies and such Persons shall be deemed Continuing Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the interim between annual general meetings or extraordinary general meetings called for contrary, if Purchaser’s designees constitute a majority of the appointment Board of Directors and/or of the removal of one or more Directors Company after the Offer Acceptance Time and prior to the filling of any vacancy in that connectionEffective Time, additional Directors and any vacancies in then the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the affirmative vote of a majority of the remaining Continuing Directors then shall (in officeaddition to the approval rights of the Board of Directors of the Company or the stockholders of the Company as may be required by the Company Charter Documents or applicable Legal Requirements) be required (i) for the Company to amend or terminate this Agreement, although less (ii) to exercise or waive any of the Company’s rights, benefits or remedies hereunder, if such action would adversely affect, or would reasonably be expected to adversely affect, the holders of Shares (other than a quorum Parent or Purchaser), (as defined in iii) to amend the ArticlesCompany Charter Documents if such action would adversely affect the holders of Shares (other than Parent or Purchaser), or (iv) to take any other action of the Board of Directors of the Company under or in connection with this Agreement if such action would materially and adversely affect, or would reasonably be expected to materially and adversely affect, the holders of Shares (other than Parent or Purchaser). The Continuing Directors shall have, and Parent shall cause the Continuing Directors to have, the authority to retain such counsel (which may include counsel to the Company or the Board of Directors of the Company as of the date of this Agreement) in reasonable circumstances and other advisors at the expense of the Company as determined by the sole remaining Director. All Directors shall hold office until Continuing Directors, and the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed authority to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder institute any action on behalf of the full term Company to enforce performance of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedthis Agreement.

Directors. 27.1 There shall be a board of Directors consisting of not less than one person provided however As promptly as practicable following the date hereof, and in any event within four (4) business days hereof, the Company agrees that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II Board and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption all applicable committees of the Articles, Board shall take all actions necessary to (i) increase the existing Directors shall by resolution classify themselves size of the Board from seven (7) to eight (8) directors and (ii) appoint the Nominee as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a director of the Company to serve on the Board and to the Nominating and Corporate Governance Committee with a term expiring at the 2017 Annual Meeting of Shareholders. The size of the 2017 Class shall be automatically reduced to two members as of the date of the Company’s first annual general meeting2017 Annual Meeting of Shareholders, and the Company and the Board shall use reasonable best efforts to cause the appointment at any time prior to the six month anniversary of the date hereof of a new director who has been recommended to the Board by the Nominating and Corporate Governance Committee. In addition, the Class II Directors Company agrees that the Board and all applicable committees of the Board (unless the Board determines in good faith that doing so would violate the Board’s fiduciary duties under applicable law or unless there has been a material breach of this Agreement by Privet Group, and so long as Xx. Xxxxxxxx has passed a background check in the manner reasonably satisfactory to the Board) shall stand appointed take all actions necessary to include the Nominee on the Company’s slate of nominees for the election of directors at the 2017 Annual Meeting and recommend and solicit proxies for the election of the Nominee at the 2017 Annual Meeting in the same manner as for the other nominees nominated by the Board at the 2017 Annual Meeting, subject to the terms and conditions of the following paragraph. If the Nominee is elected to serve as director at the 2017 Annual Meeting then he should continue to serve on the Nominating and Governance Committee of the Board. The members of the Privet Group agree that the Company’s and the Board’s obligations in this Section 2.1 shall terminate, and the Nominee shall offer to the Board his resignation as a term expiring member of the Board (and all committees thereof), at such time (the “Trigger Event Resignation Date”) as the Privet Group’s aggregate Beneficial Ownership of Common Stock decreases to less than (x) to the extent prior to the date of the 2017 Annual Meeting of Shareholders, 5.00% of the outstanding shares of Common Stock and (y) to the extent after the date of the 2017 Annual Meeting of Shareholders of the Company, 3.50% of the outstanding shares of Common Stock. By entering into this Agreement, Nominee hereby irrevocably agrees to offer to the Board his resignation as a member of the Board (and all committees thereof) on the earlier of (x) the Trigger Event Resignation Date, and (y) the date that the Board delivers a written request to the Nominee and the Privet Group for the Nominee’s resignation under the circumstances described in, and in accordance with, Section 3.1(b). The Parties acknowledge that Nominee, upon appointment or election to the Board, will be subject to the same protections and obligations regarding confidentiality, conflicts of interest, fiduciary duties, trading and disclosure and other governance guidelines and policies (collectively, “Company Policies”), and shall be required to preserve the confidentiality of the Company’s business and information, including discussions or matters considered in or for meetings of the Board or related thereto, and shall have the same rights and benefits, including with respect to insurance, indemnification, exculpation, compensation and fees, as are applicable to the independent directors of the Company. In furtherance of the foregoing, Nominee shall not share any reports, meeting materials, notices, draft minutes or other materials or information received by him in his capacity as a member of the Board with any of his Affiliates. As a condition to the Company’s obligation to nominate Nominee for election at the Company’s second annual general meeting 2017 Annual Meeting of Shareholders, Nominee shall have provided any and all information required to be disclosed in a proxy statement or other filing under applicable law or that is otherwise consistent with the Class III Directors shall stand appointed information that is required to be disclosed by all other persons standing for election as a term expiring at director of the Company’s third annual general meeting. Commencing at Board, stock exchange rules or listing standards, along with any additional information reasonably requested by the Company’s first annual general meetingCompany in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations, and at each annual general meeting thereafterto consent to appropriate background checks. Nominee represents and warrants to the Company that all such written information that he has heretofore provided to the Company in accordance with this Section 2.1 is and has been accurate and complete in all material respects. In the event that the Nominee (i) voluntarily resigns as a director of the Company or (ii) is unable to serve as a director of the Company due to death or incapacity or due to any removal without cause, Directors appointed to succeed those Directors whose terms expire the Privet Group shall be appointed for entitled to recommend a term of office substitute person(s) to expire at fill the third succeeding annual general meeting after their appointment. Except as resulting vacancy, subject to (x) the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote approval of a majority of the remaining Directors then in officeNominating and Corporate Governance Committee, although less than it being understood that the Nominating and Corporate Governance Committee cannot unreasonably withhold their consent to such a quorum (as defined replacement candidate and that a good faith belief that a replacement candidate’s appointment would not be in the Articlesbest interest of the Company or its business does not constitute an unreasonable withholding of consent, and (y) the Board’s good faith customary due diligence process, including review of a directors’ and officers’ questionnaire, background check and interviews. In the event the Nominating and Corporate Governance Committee does not accept a substitute person recommended by the Privet Group, the Privet Group will have the right to recommend additional substitute person(s) for consideration by the Nominating and Corporate Governance Committee. Upon the approval of a replacement by the Board acting in good faith (and subject to the Board’s good faith customary due diligence process), or by the sole remaining Director. All Directors shall hold office until Board will take such actions as necessary to appoint such replacement nominee to the expiration Board no later than five business days after the Nominating and Corporate Governance Committee approval of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedreplacement nominee.

Directors. 27.1 There (a) After the Purchaser accepts for payment Shares tendered and not properly withdrawn pursuant to the Offer (the “Acceptance Time”), and at all times thereafter, Parent shall be a entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of the total number of directors on the Company Board (giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, the Purchaser or any of their respective Subsidiaries bears to the total number of Shares then outstanding. After the Acceptance Time, the Company shall, upon Parent’s request, take all actions as are necessary or desirable to enable Parent’s designees to be so elected or designated to the Company Board, including but not limited to promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the Company Bylaws if necessary to increase the size of the Company Board) or promptly securing the resignations of such number of its incumbent directors, and shall cause Parent’s designees to be so elected or designated at such time. After the Acceptance Time, the Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of Directors consisting directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the Marketplace Rules of The NASDAQ Global Market (the “Nasdaq”). After the Acceptance Time, the Company shall also, upon Parent’s request, take all action necessary to elect to be treated as a “controlled company” as defined by Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The provisions of this Section 1.3(a) are in addition to and shall not less than limit any rights that Parent, the Purchaser or any of their respective affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable Law with respect to the election of directors or otherwise. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(b), including mailing to stockholders (together with the Schedule 14D-9) any information required by Section 14(f) and Rule 14f-1 to enable Parent’s designees to be elected or designated to the Company Board at the time or times contemplated by this Section 1.3. Parent shall supply or cause to be supplied to the Company any information with respect to Parent, the Purchaser, their respective officers, directors and affiliates and proposed designees to the Company Board required by Section 14(f) and Rule 14f-1. (c) After Parent’s designees are elected or designated to, and constitute a majority of, the Company Board pursuant to Section 1.3(a), and prior to the Effective Time, the Company shall cause the Company Board to maintain at least three directors who are members of the Company Board on the date hereof, 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 audit committee under the Exchange Act and Nasdaq rules and, at least one person provided however of whom shall be an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and the instructions thereto (the “Continuing Directors”); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the Company shall take all necessary action (including creating a committee of the Company Board) so that the Company may by Ordinary Resolution increase remaining Continuing Director or reduce the limits in the number of Directors. 27.2 The Continuing Directors shall be divided into three classes: Class Ientitled to elect or designate another Person that satisfies the foregoing independence requirements to fill such vacancy, Class II and Class III. The number of Directors in each class such Person shall be as nearly equal as possibledeemed to be a Continuing Director for purposes of this Agreement. Upon After Parent’s designees are elected or designated to, and constitute a majority of, the adoption Company Board pursuant to Section 1.3(a), and prior to the Effective Time, in addition to any approvals of the ArticlesCompany Board or the stockholders of the Company as may be required by the Company Certificate, the existing Directors shall by resolution classify themselves as Class I, Class II Company Bylaws or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meetingapplicable Law, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the affirmative vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Continuing Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve be required (i) for the remainder Company to terminate this Agreement or amend this Agreement, (ii) for the Company to exercise or waive any of the full term Company’s rights, benefits or remedies under this Agreement, (iii) except as otherwise contemplated by this Agreement, to amend the Company Certificate or the Company Bylaws or (iv) to take any other action of the Director whose deathCompany Board under or in connection with this Agreement, resignation in each case, if such termination, amendment, exercise, waiver or removal other action would reasonably be expected to adversely affect in any material respect the holders of Shares (other than Parent or the Purchaser); provided, however, that if there shall have created be no Continuing Directors as a result of such vacancy and until his successor shall have been appointed and qualifiedPersons’ deaths, disabilities or resignations, then such actions may be effected by majority vote of the entire Company Board.

Directors. 27.1 There shall Promptly upon the satisfaction of the Minimum Tender Condition and the acceptance for payment of, and payment by Merger Sub for, any Company Common Shares pursuant to the Offer, Merger Sub shall, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, be a board entitled to designate such number of Directors consisting of not less than one person provided however that directors on the Company may Board as will give Merger Sub representation on the Company Board equal to that number of directors, rounded down to the next whole number, which is the product of (a) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by Ordinary Resolution increase or reduce (b) a fraction, the limits in numerator of which is the number of Company Common Shares so accepted for payment and paid for by Merger Sub and the denominator of which is the number of Company Common Shares outstanding at the time of acceptance for payment of Company Common Shares pursuant to the Offer, and the Company shall, promptly upon such designation by Merger Sub, cause Merger Sub's designees to be elected or appointed to the Company Board; provided, however, that during the period commencing with the election or appointment of Merger Sub's designees to the Company Board until the Effective Time or earlier termination of this Agreement, the Company Board shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company or representatives of any affiliates of the Company (the "Independent Directors. 27.2 The "); and provided further, however, that if during such period the number of Independent Directors shall be divided into three classes: Class Ireduced below two for any reason whatsoever, Class II the remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill any such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, affiliates, associates or shareholders of Parent or Merger Sub, and Class IIIsuch persons shall be deemed to be Independent Directors for purposes of this Agreement. The Subject to applicable law, the Company shall take all action requested by Parent for the purpose of effecting any such election or appointment of Merger Sub's designees. In connection with the foregoing, the Company shall promptly, at the option of Merger Sub, either increase the size of the Company Board or accept the resignations (which resignations the Company will obtain on or before the date of this Agreement, and which resignations shall only be effective as of the time of, and shall be conditional upon, acceptance for payment of any Company Common Shares pursuant to the Offer) of such number of Directors in its current directors as is necessary to enable Merger Sub's designees to be elected or appointed to the Company Board as provided above. Prior to the Effective Time, the Company shall cause each class shall be as nearly equal as possible. Upon the adoption member of the ArticlesCompany Board, the existing Directors shall by resolution classify themselves other than Merger Sub's designees, to execute and deliver a letter effectuating his or her resignation as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority director of the remaining Directors then in office, although less than a quorum (as defined in Company Board effective immediately prior to the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedEffective Time.

Directors. 27.1 There shall be a board (a) The Board of Directors consisting shall consist of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed up to succeed those Directors whose terms expire nine (9) members who shall be appointed for a term of office as follows: (1) the Founders shall be entitled to expire at the third succeeding annual general meeting after their appointment. Except appoint one (1) director until such time as the Statute or other Applicable Law may otherwise requireFounders, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one together, cease to hold 7% or more Directors of the issued and outstanding share capital of the filling Company on an as-converted basis, after which they will no longer have the right to appoint a director. However, notwithstanding the previous sentence, during the 18 month period commencing upon the closing of any vacancy in that connectionthe Poalim Agreement, additional Directors such right to appoint one director shall continue to apply even if their aggregate holdings fall below 7% as aforesaid, until such time as the Founders, together, cease to hold 5% or more of the issued and any vacancies in outstanding share capital of the board of DirectorsCompany on an as-converted basis after which they will no longer have the right to appoint a director. In the event the Founders will no longer be entitled to appoint a director, including unfilled vacancies resulting from the removal of Directors for cause, may directorship which is vacated shall thereafter be filled held by the vote of another independent industry expert to be appointed by a majority of the remaining other directors appointed pursuant to Articles 65(a)(2)-(3) below, such that two directors who are independent industry experts may thereafter serve on the Board of Directors; (2) each of Pitango, Star, Genesis and Orbotech shall be entitled to appoint one (1) director to the Board of Directors then in officeof the Company for so long as it holds Preferred Shares constituting more than 5% of the issued and outstanding share capital of the Company, although less than on an as converted basis, and thereafter the directorship which was vacated shall be held by a quorum (as defined in the Articles), or director appointed by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder holders of the full term majority of the Director whose deathSeries AA Preferred Shares not otherwise entitled to appoint a director pursuant to this Article 65(a)(2); (3) each of Poalim Ventures and Wellington shall be entitled to appoint one (1) director for so long as it holds Preferred Shares constituting more than 3% of the issued and outstanding share capital of the Company, resignation on an as converted basis and thereafter the directorship which was vacated shall be held by a director appointed by the holders of the majority of the Series BB Preferred Shares; (4) the majority of the other directors appointed pursuant to Articles 65(a)(1)-(3) above shall be entitled to appoint one (1) director, who shall be an independent industry expert; and (5) the Chief Executive Officer (“CEO”) of the Company shall be a director if he or removal shall have created such vacancy and until his successor shall have been she is appointed and qualified.as a director by a majority of the directors appointed pursuant to Articles 65(a)(1)-( 3) above;

Directors. 27.1 There shall be a board of Directors consisting of (a) Subject to applicable Law and Nasdaq rules applicable to the Company at such time, promptly upon the acceptance for payment of, and payment by Merger Sub for, Shares pursuant to the Offer satisfying the Minimum Tender Condition (the "Acceptance Time"), and as long as Parent directly or indirectly beneficially owns not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the issued and outstanding Shares, Merger Sub shall be entitled to designate such number of directors on the Company Board as will give Merger Sub representation on the Company Board equal to that number of directors, rounded up to the next whole number, that is the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) the number of Shares owned by Merger Sub or any other subsidiary of Parent bears to (B) the total number of Shares that are issued and outstanding. 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 applicable securities Laws and the Nasdaq rules, and (II) each board of directors (or similar body) of each Company Subsidiary and each committee of such board of directors (or similar body); provided, however, that in the event that Merger Sub's designees are appointed or elected to the Company Board, until the Effective Time, the Company Board shall have at least two (2) directors who are directors on the date of this Agreement and who are not also officers of the Company (the "Continuing Directors"); and provided further that, in such event, if the number of Continuing Directors shall be reduced below two (2) for any reason whatsoever, the Company Board shall cause the Person designated by the remaining Continuing Director to fill such vacancy, and such person shall be deemed to be a Continuing Director for 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 officers, stockholders or affiliates of the Company, any Company Subsidiary, Parent or Merger Sub, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. In connection with the foregoing, the Company shall promptly, at the request of Merger Sub, use its reasonable best efforts to either increase the size of the Company Board or obtain the resignation of such number of its current directors, or both, as is necessary to enable Merger Sub's designees to be elected or appointed to the Company Board as provided above, and the Company shall use reasonable best efforts to take all actions available to the Company to cause the Merger Sub's designees to be so elected or appointed. (b) The Company's obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder and to the then applicable rules and regulations of Nasdaq. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-l in order to fulfill its obligations under this Section 1.3, 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, as contemplated by Section 1.2(b)) as is necessary to fulfill the Company's obligations under Section 1.3(a); provided, that Parent and Merger Sub shall have timely supplied to the Company in writing, and shall be solely responsible for, any information with respect to Parent, Merger Sub and such designees to the extent required by such Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The provisions of Section 1.3(a) are in addition to and shall not limit any rights Parent, Merger Sub or any of 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. (c) Following the election or appointment of Merger Sub's designees pursuant to Section 1.3(a) and prior to the Effective Time, subject to the terms hereof, the approval by a majority of the Continuing Directors then in office (or, if there shall be only one or two Continuing Directors then in office, although less than a quorum all of such Continuing Directors then in office) shall be required to authorize (as defined and such authorization shall (A) not be effective unless there is in office at least one (1) Continuing Director and (B) constitute the Articles)authorization of the Company Board, and no other action on the part of the Company, including any action by any committee thereof or any other director of the Company, shall, unless otherwise required by Law, be required or permitted to authorize) (i) any amendment, modification or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights under this Agreement, (iv) any waiver of any condition to the Company's obligations hereunder, (v) any amendment to the Company's certificate of incorporation or bylaws, (vi) any authorization of any agreement between the Company and any of the Company Subsidiaries, on the one hand, and Parent, Merger Sub or any of their Affiliates on the other hand, or (vii) the taking of any other action by the sole remaining DirectorCompany in connection with this Agreement or the Transactions, other than the Company's performance of its obligations under this Agreement, including the consummation of the Merger, and other actions that would not reasonably be expected to adversely affect the interests of the stockholders of the Company (other than Parent or any of its Affiliates). All The Continuing Directors shall hold office until have the expiration authority to retain such counsel (which may include current counsel to the Company) and other advisors at the expense of their respective terms of office the Company as determined by the Continuing Directors and until their successors shall have been appointed and qualified. A Director appointed the authority to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder institute any action on behalf of the full term Company to enforce performance of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedthis Agreement.

Directors. 27.1 There (a) As of the Effective Date, the directors of the Purchaser shall, by resolution, appoint as additional directors of the Purchaser four nominees of the Vendor (the “Vendor Nominees”), two of whom shall be assigned to a board one-year term, one of Directors consisting whom shall be assigned to a two-year term and one of not less than one person provided however whom shall be assigned to a three-year term (with the first year of the term commencing on the Effective Date and ending at the close of the Purchaser’s 2026 AGM), such terms being assigned by the directors of the Purchaser in consultation with the directors of the Vendor. The Vendor Nominees shall be individuals who are directors of the Vendor immediately prior to the Effective Date. The nomination process, which may include a third- party assessment, should consider the competency matrix needs, diversity and representation that meets the Company may best interests of the members. (b) With the addition of the Vendor Nominees as additional directors of the Purchaser by Ordinary Resolution increase or reduce the limits resolution contemplated in Article (a), the number of Directorsdirectors of the Purchaser as of the Effective Date, together with the 14 existing directors of the Purchaser, shall be 18. 27.2 The Directors (c) Unless otherwise determined by the directors of the Purchaser, upon expiration or earlier termination of the term of a Vendor Nominee for any reason whatsoever, no person will be elected or appointed to fill the vacancy and the number of directors of the Purchaser shall be divided into three classes: Class I, Class II and Class III. deemed to have been reduced accordingly. (d) The number length of Directors in each class shall be time served as nearly equal as possible. Upon the adoption directors of the ArticlesVendor by the Vendor Nominees appointed pursuant to Article (a) will not be included in the calculation of time served as a director of the Purchaser for the purposes of determining term limits in accordance with the Rules of the Purchaser. (e) The Purchaser will pay outgoing directors of the Vendor, who are directors immediately prior to the existing Directors shall by resolution classify themselves as Class IEffective Date but who do not become directors of the Purchaser, Class II or Class III Directors. The Class I Directors shall stand appointed $15,000 for ceasing to be a director, regardless of the term expiring at remaining on the Companydirector’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office with the Vendor. (f) After a one-year exclusionary period from the Effective Date, any former director of the Vendor shall be eligible for election for any vacancy for which an election is to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called be held for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the Purchaser’s board of Directorsdirectors, including unfilled vacancies resulting from subject to and in accordance with the removal of Directors for cause, may be filled by the vote of a majority Rules of the remaining Directors then in officePurchaser. For clarity, although less than a quorum (as defined in the Articles), or by Vendor Nominees are not subject to the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedone-year exclusionary period.

Directors. 27.1 There (a) Promptly upon the purchase by Merger Sub pursuant to the Offer of such number of shares of Company Common Stock (together with any Shares then owned by Parent or any of its Subsidiaries) as represents a majority of the outstanding shares of Company Common Stock (on a fully diluted basis) on the date of purchase, and from time to time thereafter, (i) Parent shall be a board entitled to designate such number of directors ("Parent's Designees"), rounded up to the next whole number that will give Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors consisting of not less than one person provided however that Company equal to the product of (x) the number of directors on the Board of Directors of Company may by Ordinary Resolution (giving effect to any increase or reduce the limits in the number of Directorsdirectors pursuant to this Section 1.4) and (y) the percentage that such number of shares of Company Common Stock so purchased in the Offer (together with any Shares then owned by Parent or any of its Subsidiaries) bears to the aggregate number of shares of Company Common Stock outstanding on the date of purchase (such number being, the "Board Percentage"), and (ii) Company shall, upon request by Parent, promptly cause Parent's Designees constituting the Board Percentage to be elected to Company's Board of Directors by (x) increasing the size of the Board of Directors of Company or (y) using reasonable efforts to secure the resignations of such number of directors as is necessary to enable Parent's Designees to be elected to the Board of Directors of Company and shall use best efforts to cause Parent's Designees promptly to be so elected, subject in all instances to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. At the request of Parent, Company shall take, at Parent's expense, all lawful action necessary to effect any such election. Parent will supply to Company in writing and be solely responsible for any information with respect to itself, Parent's Designees and Parent's officers, directors and affiliates required by the Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder to be included in the Schedule 14D-9. Notwithstanding the foregoing, at all times prior to the Effective Time (as defined in Section 2.3) Company's Board of Directors shall include at least two Continuing Directors (as defined in Section 1.4(b)). 27.2 The Directors shall be divided into three classes: Class I, Class II (b) Following the election or appointment of Parent's Designees pursuant to this Section 1.4 and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon prior to the adoption Effective Time of the ArticlesMerger, any amendment or termination of this Agreement, waiver of the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute obligations or other Applicable Law may otherwise require, in acts of Parent or Merger Sub or waiver of Company's rights hereunder shall require the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote concurrence of a majority of the remaining Continuing Directors then in office. For purposes of this Agreement, although less than a quorum the term "Continuing Directors" means at any time (as defined in i) those directors of Company who are directors on the Articles)date hereof and who voted to approve this Agreement, and (ii) such additional directors of Company who are not affiliated with Parent, Merger Sub or by the sole remaining Director. All Directors shall hold office until the expiration any of their respective terms affiliates and who were designated as "Continuing Directors" for purposes of office and until their successors shall have been appointed and qualified. A Director appointed to fill this Agreement by a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder majority of the full term Continuing Directors in office at the time of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifieddesignation.

Directors. 27.1 There (a) After the Purchaser accepts for payment such number of Shares tendered and not properly withdrawn as represents no less than a majority of the voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) pursuant to the Offer (the “Acceptance Time”), and at all times thereafter, the Purchaser shall be a board entitled to elect or designate such number of Directors consisting directors, rounded up to the next whole number, on the Company Board as is equal to the product of not less than one person provided however the total number of directors on the Company Board (giving effect to the directors elected or designated by the Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent and its direct or indirect wholly-owned Subsidiaries, including the Purchaser, bears to the total number of Shares then outstanding. After the Acceptance Time, the Company may shall, upon the Purchaser’s request, take all actions as are necessary or desirable to enable the Purchaser’s designees to be so elected or designated to the Company Board, including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by Ordinary Resolution amending the Company Bylaws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors, and shall cause the Purchaser’s designees to be so elected or reduce designated at such time (any and all members of the limits in Company Board immediately prior to any designees of the Purchaser joining the Company Board and who remain on the Company Board after any designees of the Purchaser join the Company Board, the “Continuing Directors”). If at any time the number of Directorsdirectors who are Continuing Directors is reduced to zero, then the other directors on the Company Board shall designate and appoint to the Company Board one director who is not a stockholder or affiliate of Parent or the Purchaser (other than as a result of such designation) and such director shall be deemed to be a Continuing Director for purposes of this Agreement. After the Acceptance Time, the Company shall also, upon the Purchaser’s request, cause the directors elected or designated by the Purchaser to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the listing requirements of the NASDAQ Global Market (“NASDAQ”). After the Acceptance Time, the Company shall also, upon the Purchaser’s request, take all action necessary to elect to be treated as a “controlled company” as defined by NASDAQ Rule 4350(c) and make all necessary filings and disclosures associated with such status. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that Parent or its direct or indirect Subsidiaries, including the Purchaser, may have as a record holder or beneficial owner of Shares as a matter of applicable Law with respect to the election of directors or otherwise. 27.2 (b) The Company’s obligations to appoint the Purchaser’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3, including mailing to stockholders (together with the Schedule 14D-9) any information required by Section 14(f) and Rule 14f-1 to enable the Purchaser’s designees to be elected or designated to the Company Board at the time or times contemplated by this Section 1.3. The Purchaser shall supply or cause to be supplied to the Company any information with respect to the Purchaser, its officers, directors and affiliates, and the proposed designees to the Company Board required by Section 14(f) and Rule 14f-1. (c) In the event that the Purchaser’s designees are elected or appointed to the Company Board prior to the Effective Time pursuant to Section 1.3(a), and without limiting Section 1.3(a), the Company shall cause the Company Board to have at least such number of directors as may be required by the rules of the NASDAQ or the federal securities Laws who are considered “independent directors” within the meaning of such Laws (“Independent Directors”); provided, that in the event the number of Independent Directors shall be divided into three classes: Class Ireduced below the number as may be required by such Laws for any reason whatsoever, Class II and Class III. The the 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 in each class directors as may be required by the rules of the NASDAQ or 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 as nearly equal as possible. Upon deemed to be Independent Directors for purposes of this Agreement. (d) Notwithstanding anything to the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise requirecontrary set forth in this Agreement, in the interim between annual general meetings event that the Purchaser’s designees are elected or extraordinary general meetings called for appointed to the appointment Company Board prior to the Effective Time pursuant to Section 1.3(a), and without limiting Section 1.3(a), in addition to any approvals of Directors and/or the removal Company Board or the stockholders of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, Company as may be filled required by the Company Charter, the Company Bylaws or applicable Law, the affirmative vote of a majority of the remaining Continuing Directors then in office (or, if there shall be only one or two Continuing Directors then in office, although less all of such Continuing Directors then in office) shall be required to authorize (and such authorization shall not be effective unless there is in office at least one (1) Continuing Director) (i) the Company’s termination or amendment of this Agreement or any Promissory Note, (ii) the Company’s exercise or waiver of any of the Company’s rights, benefits or remedies under this Agreement, (iii) the taking of any other action of the Company Board under or in connection with this Agreement, in each case, if such termination, amendment, exercise, waiver or other action would reasonably be expected to adversely affect in any material respect the holders of Shares (other than a quorum (as defined in Parent or its direct or indirect Subsidiaries, including the ArticlesPurchaser), (iv) except as otherwise contemplated by this Agreement, the Company’s amendment of the Company Charter or the Company Bylaws or (v) any Contract between the Company or any of its Subsidiaries, on the one hand, and Parent or any if its Subsidiaries on the other hand. The Continuing Directors shall have, and the Company Board shall take all necessary action to cause the Continuing Directors to have, the authority to retain such counsel (which may include current counsel to the Company) and other advisors at the expense of the Company, as determined by the sole remaining Director. All Directors shall hold office until Continuing Directors, and the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed authority to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder institute any action on behalf of the full term Company to enforce performance of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedthis Agreement.

Directors. 27.1 There (a) Promptly following the purchase of and payment for a number of shares of Company Common Stock that satisfies the Minimum Condition, and from time to time thereafter, Purchaser shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in entitled to designate the number of Directors. 27.2 The directors, rounded up to the next whole number, on the Board that equals the product of (i) the total number of directors on the Board (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be divided into three classes: Class Ireduced below two for any reason whatsoever, Class II and Class III. The number of any remaining Continuing Directors in each class (or Continuing Director, if there shall be as nearly equal as possibleonly one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. Upon the adoption of the ArticlesAs used in this Agreement, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed "SUBSIDIARY" when used with respect to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute any party means any corporation or other Applicable Law may otherwise requireorganization, in the interim between annual general meetings whether incorporated or extraordinary general meetings called for the appointment unincorporated, of Directors and/or the removal of one which such party directly or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of indirectly owns or controls at least a majority of the remaining Directors then in office, although less than securities or other interests having by their terms ordinary voting power to elect a quorum (as defined in majority of the Articles)board of directors or others performing similar functions with respect to such corporation or other organization, or by the sole remaining Director. All Directors shall hold office until the expiration any organization of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill which such party is a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedgeneral partner.

Directors. 27.1 There (a) Provided that the Minimum Condition is satisfied, promptly after Purchaser accepts for payment and pays for any Shares tendered and not withdrawn pursuant to the Offer (the “Appointment Time”), and at all times thereafter, Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors as is equal to the product of the total number of directors on the Company Board of Directors (giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent and Purchaser bears to the total number of Shares then outstanding; provided, however, that, subject to applicable Law and the rules of the NYSE, Purchaser shall be entitled to designate at least a majority of the directors on the Company Board of Directors at all times following the Appointment Time. Upon Purchaser’s request at any time following the Appointment Time, the Company shall take such actions, including but not limited to filling vacancies or newly created directorships on the Company Board of Directors, increasing the size of the Company Board of Directors (including by amending the Company Bylaws if necessary so as to increase the size of the Company Board of Directors) and/or requesting and accepting the resignations of such number of its incumbent directors, as is reasonably necessary to enable Purchaser’s designees to be so elected or designated to the Company Board of Directors, and shall cause Purchaser’s designees to be so elected or designated at such time. The Company shall, upon Purchaser’s request following the Appointment Time, also cause Persons elected or designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of Directors of (i) each committee of the Company Board of Directors, (ii) each board of Directors consisting directors (or similar body) of not less than one person provided however that each Company Subsidiary, and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the rules of the NYSE. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders (together with the Schedule 14D-9, unless otherwise requested by Parent) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Company may by Ordinary Resolution increase or reduce the limits in the number Board of Directors. Purchaser shall supply the Company with, and solely be responsible for, information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable Law with respect to the election of directors or otherwise. 27.2 The (b) In the event that Purchaser’s designees are elected or designated to the Company Board of Directors pursuant to Section 1.3(a), then, until the Effective Time, the Company shall cause the Company Board of Directors to maintain three (3) directors who are members of the Company Board of Directors on the date hereof, each of whom shall be divided into three classes: Class I, Class II and Class III. The number “independent” for purposes of Directors in each class shall be as nearly equal as possible. Upon the adoption Rule 10A-3 of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at Exchange Act and also eligible to serve on the Company’s first annual general meetingaudit committee under the Exchange Act and NYSE rules and at least one of whom shall be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K and the instructions thereto (the “Continuing Directors”); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the Class II Directors Company shall stand appointed take all necessary action (including creating a committee of the Company Board of Directors) so that the Continuing Director(s) shall be entitled to elect or designate another Person (or Persons) to fill such vacancy, and such Person (or Persons) shall be deemed to be a Continuing Director for a term expiring at purposes of this Agreement. If no Continuing Director then remains, the other directors shall designate three (3) Persons who shall each qualify as “independent” for purposes of Rule 10A-3 of the Exchange Act and eligible to serve on the Company’s second annual general meeting audit committee under the Exchange Act and NYSE rules and at least one of whom shall be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meetinginstructions thereto, to fill such vacancies and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire such Persons shall be appointed deemed Continuing Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Purchaser’s designees constitute a term majority of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment Company Board of Directors and/or after the removal of one or more Directors Appointment Time and prior to the filling of any vacancy in that connectionEffective Time, additional Directors and any vacancies in then the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the affirmative vote of a majority of the remaining Continuing Directors then shall (in officeaddition to the approval rights of the Company Board of Directors or the stockholders of the Company as may be required by the Company Governing Documents or applicable Law) be required for the Company (i) to amend or terminate this Agreement, although less (ii) to extend the time of performance of, or waive, any of the obligations or other acts of Parent or Purchaser under this Agreement, or to exercise or waive any of the Company’s rights, benefits or remedies hereunder, if such action would adversely affect the holders of Shares (other than Parent or Purchaser), (iii) except as provided herein, to amend the Company Governing Documents in a quorum manner that would reasonably be expected to adversely affect the holders of Shares (as defined in the Articlesother than Parent or Purchaser), or (iv) to take any other action or make any other determination of the Company Board of Directors under or in connection with this Agreement if such action would reasonably be expected to adversely affect the holders of Shares (other than Parent or Purchaser). The Continuing Directors shall have, and Parent shall cause the Continuing Directors to have, the authority to retain such counsel (which may include current counsel to the Company or the Board of Directors) and other advisors at the expense of the Company as determined by the sole remaining Director. All Directors shall hold office until Continuing Directors, and the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed authority to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder institute any action on behalf of the full term Company to enforce performance of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedthis Agreement.

Directors. 27.1 There Section 1. Subject to any requirements in the certificate of incorporation, the number of directors that shall constitute the whole Board of Directors shall be a board fixed by resolution of the Board of Directors consisting of not but in no event shall be less than one person six (6). The directors shall be elected at the annual meeting of the stockholders, except as provided however that in Section 2 of this Article, and each director elected shall hold office until his or her successor is elected and qualified. Directors need not be stockholders, but shall not be older than 75 years of age on the Company may date of their election or appointment to be eligible to serve as a director unless otherwise specifically approved by Ordinary Resolution increase resolution passed by the directors then in office or reduce by the limits sole remaining director. Section 2. Except as otherwise provided in the certificate of incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having a right to vote as a single class may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner removed. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board of Directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total voting power of all the outstanding capital stock entitled to vote generally in the election of such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these Bylaws directed or required to be exercised or done by the stockholders. Section 4. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class IIISection 7. The number Special meetings of the Board of Directors in each class shall may be as nearly equal as possible. Upon called by the adoption Chairman of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board Board of Directors, including unfilled vacancies resulting from the removal president, any vice-president, the secretary or any two (2) directors on four (4) days’ notice to each director by mail or two (2) days’ notice to each director either personally or by telephone or electronic communication (e.g., electronic mail or similar means of Directors communication). Section 8. Subject to any requirements in the certificate of incorporation, at all meetings of the Board of Directors, one-third (1/3) of the authorized number of directors, or two (2), whichever is greater, shall constitute a quorum for cause, may be filled by the vote transaction of business and the act of a majority of the remaining Directors then in office, although less than directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the certificate of incorporation or by Article III, Section 9 of these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these Bylaws, any action required or permitted to be taken (i) at any meeting of the Board of Directors or of any committee thereof or (ii) by the Class B Directors (as defined in the Articlescertificate of incorporation) may be taken without a meeting if all members of the Board of Directors or committee thereof or all Class B Directors, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee thereof. Section 10. Unless otherwise restricted by the certificate of incorporation or these Bylaws, members of the Board of Directors or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee thereof, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. Section 11. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the Bylaws of the corporation, and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Section 13. Unless otherwise restricted by the certificate of incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. Section 14. Unless otherwise provided in the certificate of incorporation or these Bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. Section 15. The Board of Directors shall appoint two (2) observers of the Board of Directors, each of whom shall be an officer or employee of the corporation. Such observers shall have the right to (i) receive notice of all meetings of the Board of Directors (other than any meeting or portion thereof where employees of the corporation are intentionally excluded), (ii) attend (in the same manner as the members of the Board of Directors whether in person or otherwise) all meetings of the Board of Directors (other than any meeting or portion thereof where employees of the corporation are intentionally excluded) as an observer with no right to vote on any matter at such meeting and (iii) receive copies of all materials provided by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill corporation at, or in anticipation of, a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder meeting of the full term Board of Directors (but only to the extent such observer is permitted to attend such meeting, or portion of such meeting, under this Section 15) at the same time and in the same manner that the members of the Director whose deathBoard of Directors receive such items. The Board of Directors may remove any such observer, resignation with or removal shall have created without cause at any time, and, following such vacancy and until his successor shall have been appointed and qualifiedremoval, may appoint (but in no case is required to so appoint), subject to this Section 15, another individual to replace such observer.

Directors. 27.1 There Each share of Participating Preferred Stock shall be entitled to one vote, and holders of fractional shares shall have the right to a board fractional vote. Upon election, such directors shall become additional directors of Directors consisting the Corporation and the authorized number of not less than one person provided however that directors of the Company Corporation shall thereupon be automatically increased by such number of directors. Such right of the holders of Participating Preferred Stock to elect directors may by Ordinary Resolution increase or reduce be exercised until all dividends in default on the limits Participating Preferred Stock shall have been paid in full, and when so paid and set apart, the right of the holders of Participating Preferred Stock to elect such number of directors shall cease, the term of such directors shall thereupon terminate, and the authorized number of directors of the Corporation shall thereupon return to the number of Directors. 27.2 authorized directors otherwise in effect, but subject always to the same provisions for the vesting of such special voting rights in the case of any such future dividend default or defaults. The Directors fact that dividends have been paid and set apart as required by the preceding sentence shall be divided into three classes: Class I, Class II evidenced by a certificate executed by the President and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption Chief Financial Officer of the Articles, Corporation and delivered to the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Board of Directors. The Class I Directors directors so elected by holders of Participating Preferred Stock shall stand appointed for a term expiring at serve until the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, certificate described in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors preceding sentence shall have been delivered to the Board of Directors or until their respective successors shall be elected or appointed and qualifiedqualify. A Director appointed At any time when such special voting rights have been so vested in the holders of the Participating Preferred Stock, the Secretary of the Corporation may, and upon the written request of the holders of record of 10% or more of the number of shares of the Participating Preferred Stock then outstanding addressed to fill such Secretary at the principal office of the Corporation in the State of Illinois, shall call a vacancy resulting from special meeting of the death, resignation or removal holders of a Director shall serve the Participating Preferred Stock for the remainder election of the full term directors to be elected by them as hereinabove provided, to be held in the case of such written request within forty (40) days after delivery of such request, and in either case to be held at the place and upon the notice provided by law and in the Bylaws of the Director whose deathCorporation for the holding of meetings of stockholders; provided, resignation however, that the Secretary shall not be required to call such a special meeting (i) if any such request is received less than ninety (90) days before the date fixed for the next ensuing annual or removal shall have created special meeting of stockholders or (ii) if at the time any such vacancy and until his successor shall have been appointed and qualifiedrequest is received, the holders of Participating Preferred Stock are not entitled to elect such directors by reason of the occurrence of an event specified in the third sentence of subparagraph (d) below.

Directors. 27.1 There shall be a board (a) The Board of Directors consisting shall consist of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed up to succeed those Directors whose terms expire nine (9) members who shall be appointed for a term of office as follows: (1) the Founders shall be entitled to expire at the third succeeding annual general meeting after their appointment. Except appoint one (1) director until such time as the Statute or other Applicable Law may otherwise requireFounders, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one together, cease to hold 7% or more Directors of the issued and outstanding share capital of the filling Company on an as-converted basis, after which they will no longer have the right to appoint a director. However, notwithstanding the previous sentence, during the 18 month period commencing upon the closing of any vacancy in that connectionthe Poalim Agreement, additional Directors such right to appoint one director shall continue to apply even if their aggregate holdings fall below 7% as aforesaid, until such time as the Founders, together, cease to hold 5% or more of the issued and any vacancies in outstanding share capital of the board of DirectorsCompany on an as-converted basis after which they will no longer have the right to appoint a director. In the event the Founders will no longer be entitled to appoint a director, including unfilled vacancies resulting from the removal of Directors for cause, may directorship which is vacated shall thereafter be filled held by the vote of another independent industry expert to be appointed by a majority of the remaining other directors appointed pursuant to Articles 65(a)(2)-(3) below, such that two directors who are independent industry experts may thereafter serve on the Board of Directors; (2) each of Pitango, Star, Genesis and Orbotech shall be entitled to appoint one (1) director to the Board of Directors then in officeof the Company for so long as it holds Preferred Shares constituting more than 5% of the issued and outstanding share capital of the Company, although less than on an as converted basis, and thereafter the directorship which was vacated shall be held by a quorum (as defined in the Articles), or director appointed by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder holders of the full term majority of the Director whose deathSeries AA Preferred Shares not otherwise entitled to appoint a director pursuant to this Article 65(a)(2); (3) each of Poalim Ventures and Wellington shall be entitled to appoint one (1) director for so long as it holds Preferred Shares constituting more than 3% of the issued and outstanding share capital of the Company, resignation on an as converted basis and thereafter the directorship which was vacated shall be held by a director appointed by the holders of the majority of the Series BB Preferred Shares; (4) the majority of the other directors appointed pursuant to Articles 65(a)(l)-(3) above shall be entitled to appoint one (1) director, who shall be an independent industry expert; and (5) the Chief Executive Officer (“CEO”) of the Company shall be a director if he or removal shall have created such vacancy and until his successor shall have been she is appointed and qualified.as a director by a majority of the directors appointed pursuant to Articles 65(a)(l)-(3) above;

Directors. 27.1 There Promptly upon the acceptance for payment of, and payment for, Shares by ACo pursuant to the Offer, ACo shall be a board entitled to designate such number of directors on the TPC Board of Directors consisting as will give ACo, subject to compliance with Section 14(f) of not less than one person provided however the Exchange Act, a majority of such directors, and TPC shall, at such time, cause ACo's designees to be so elected by its existing Board of Directors; PROVIDED, HOWEVER, that in the Company may by Ordinary Resolution increase or reduce event that ACo's designees are elected to the limits TPC Board of Directors, until the Effective Time such Board of Directors shall have at least three directors who are directors of TPC on the date of this Agreement (the "INDEPENDENT DIRECTORS"); and PROVIDED FURTHER that, in such event, if the number of Directors. 27.2 The Independent Directors shall be divided into reduced below three classes: Class Ifor any reason whatsoever, Class II and Class III. The number of the remaining Independent Directors in each class or Director shall designate a person to fill such vacancy who shall be as nearly equal as possibledeemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who shall not be officers or affiliates of TPC or any of its Subsidiaries or of PHI or any of its Subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Upon Subject to applicable law, TPC shall take all action requested by PHI necessary to effect any such election, including mailing to its stockholders an Information Statement containing the adoption information required by Section 14(f) of the ArticlesExchange Act and Rule 14f-1 promulgated thereunder, and TPC agrees to make such mailing with the existing Directors mailing of the Schedule 14D-9 (provided that ACo shall by resolution classify themselves as Class Ihave provided to the Company on a timely basis all information required to be included in the Information Statement with respect to ACo's designees). In connection with the foregoing, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring TPC will promptly, at the Company’s first annual general meetingoption of PHI, either increase the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term size of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment TPC's Board of Directors and/or obtain the removal resignation of one such number of its current directors as is necessary to enable ACo's designees to be elected or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal appointed to TPC's Board of Directors for cause, may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedprovided above.

Directors. 27.1 There Prior to the exercise of the EIS Exchange Right, the Board of Directors of Newco shall be composed of four Directors. Isis shall have the right to nominate three directors of Newco ("ISIS DIRECTORS"), provided that one such director is a board resident of Bermuda, and EIS shall have the right to nominate one Director of Newco ("EIS DIRECTOR"). Isis may appoint one of the Isis Directors consisting to be the chairman of not less than one person provided however that Newco. Each Participant agrees to vote its shares of Common Stock in favor of the Company may by Ordinary Resolution increase or reduce election of the limits in nominees of the number other Participant to the Board of Directors. 27.2 7.1.1 If the chairman is unable to attend any meeting of the Board, the Isis Directors shall be entitled to appoint another Director to act as chairman in his place at the meeting. 7.1.2 If EIS removes the EIS Director, or Isis removes any of the Isis Directors, EIS or Isis, as the case may be, shall indemnify the other Stockholder against any claim by such removed Director arising from such removal. 7.1.3 The Directors shall be divided into meet not less than three classes: Class I, Class II and Class III. The number of Directors times in each class Financial Year and all Directors' meetings shall be as nearly equal as possible. Upon held in Bermuda to the adoption extent required pursuant to the laws of Bermuda or to ensure the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general sole residence of Newco in Bermuda. 7.1.4 At any such meeting, the Class II presence of the EIS Director and one of the Isis Directors shall stand appointed for be required to constitute a term expiring at quorum and, subject to Clause 18 hereof, the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the affirmative vote of a majority of the remaining Directors then in office, although less than present at a meeting at which such a quorum (as defined in is present shall constitute an action of the Articles)Directors. In the event of any meeting being inquorate, or by the sole remaining Directormeeting shall be adjourned for a period of seven days. All A notice shall be sent to the EIS Director and the Isis Directors specifying the date, time and place where such adjourned meeting is to be held and reconvened. 7.1.5 The chairman of Newco shall hold office until the expiration first meeting of their respective terms the Directors after the exercise by EIS of office the EIS Exchange Right. In the event that the EIS Exchange Right is exercised at any time by EIS, each of Isis, and until their successors EIS shall cause the board of Directors of Newco to be reconfigured so that an equal number of Directors are designated by EIS and Isis. Thereafter, each of EIS and Isis, beginning with EIS, shall have been appointed and qualifiedthe right, exercisable alternatively, of nominating one Director to be chairman of Newco for a term of one year. A Director appointed If the chairman of Newco is unable to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder attend any meeting of the full term of Directors, the Director whose death, resignation or removal Directors shall have created such vacancy and until his successor shall have been appointed and qualified.be

Directors. 27.1 There (a) Promptly upon the purchase by Purchaser pursuant to the Offer of such number of Shares as shall satisfy the Minimum Condition, and from time to time thereafter, Purchaser shall be a board entitled to designate such number of Directors consisting of not less than one person provided however that directors, rounded up to the next whole number, on the Company may by Ordinary Resolution Board as shall give Purchaser representation on the Company Board equal to the product of the total number of directors on the Company Board (after giving effect to any increase or reduce the limits in the number of Directorsdirectors pursuant to this Section 1.3) and the percentage that such number of Shares so purchased (including Shares accepted for payment and the purchased Top-Up Shares) bears to the total number of Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Purchaser’s designees to be so elected or appointed; provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company Board (as long as Parent and its Affiliates Beneficially Own a majority of the Shares of the Company). Subject to subsection (c) of this Section 1.3, the Company shall also cause individuals designated by Purchaser to constitute the same percentage as such individuals represent of the entire Company Board (but no less than a majority) on the following: (i) each committee of the Company Board; (ii) each Board of Directors and each committee thereof of each wholly owned Subsidiary of the Company and (iii) the designees, appointees or other similar representatives of the Company on each Board of Directors (or other similar governing body) and each committee thereof of each non-wholly owned Subsidiary. The Company’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall take all actions necessary to effect any such election or appointment of Purchaser’s designees, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Purchaser shall supply to the Company all information with respect to themselves and their respective officers, directors and Affiliates required by such Section and Rule. 27.2 The (b) Following the election or appointment of Purchaser’s designees pursuant to Section 1.3(a) and prior to the Effective Time, the Company shall cause the Company Board to maintain at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Continuing Directors”); provided, however, that if the number of Continuing Directors is reduced below three for any reason, the remaining Continuing Directors shall be divided into entitled to elect or designate a person meeting the foregoing criteria 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 three classes: Class Ipersons meeting the foregoing criteria to fill such vacancies, Class II and Class IIIsuch persons shall be deemed to be Continuing Directors for purposes of this Agreement. The number of Directors in each class Company and the Company Board shall promptly take all action as may be necessary to comply with their obligations under this Section 1.3(b). So long as there shall be as nearly equal as possible. Upon at least one Continuing Director, any amendment or termination of this Agreement requiring action by the adoption Company Board, any extension of time for the performance of any of the Articles, obligations or other acts of Parent or Purchaser under this Agreement and any waiver of compliance with any of the existing Directors shall by resolution classify themselves as Class I, Class II agreements or Class III Directors. The Class I Directors shall stand appointed conditions under this Agreement for a term expiring at the benefit of the Company or any exercise of the Company’s first annual general meeting, rights or remedies under this Agreement shall require the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote concurrence of a majority of the remaining Continuing Directors (or of the sole Continuing Director if there shall then in office, although less than a quorum be only one Continuing Director). (as defined in c) In the Articlesevent that Parent’s designees are elected or appointed to the Company Board pursuant to Section 1.3(a), or until the Effective Time, each committee of the Company Board that is required by the sole remaining Director. All NYSE rules or the federal securities laws to be comprised solely of, or a majority of, Continuing Directors shall hold office until be so comprised; provided, however, that in such event, if the expiration number of their respective terms Continuing Directors shall be reduced below the number of office and until their successors directors as may be required by such rules or securities laws for any reason whatsoever, the remaining Continuing Director(s) shall have been appointed and qualified. A Director appointed be entitled to designate persons meeting the foregoing criteria to fill a vacancy resulting from such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement or, if no other Continuing Director then remains, the death, resignation or removal other directors shall designate such number of a Director shall serve for directors as may be required by the remainder rules of the full term NYSE and the federal securities laws, to fill such vacancies who shall be deemed to be Continuing Directors for purposes of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedthis Section 1.3(c).

Directors. 27.1 There (a) Subject to compliance with applicable Law, effective upon the payment by the Purchaser for Common Shares pursuant to the Offer representing at least such number of Common Shares as shall satisfy the Minimum Condition, and from time to time thereafter, Parent shall be a board entitled to designate such number of Directors consisting directors, rounded up to the next whole number, on the Company Board as is equal to the product of not less than one person provided however the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the Company may by Ordinary Resolution increase or reduce the limits in the aggregate number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The Common Shares beneficially owned by Parent or its Affiliates bears to the total number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the ArticlesCommon Shares then outstanding, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at Company shall, upon request of Parent, promptly take all actions necessary to cause Parent’s designees to be so elected, including, if necessary, by obtaining the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal resignations of one or more existing directors; provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company Board (as long as Parent and its Affiliates beneficially own a majority of the Common Shares of the Company); provided further, that prior to the Effective Time, the Company Board shall always have at least two members who were members of the Company Board as of immediately prior to payment by the Purchaser for Common Shares pursuant to the Offer (each such member a “Company Director” and, collectively, “Company Directors”). If the number of directors who are Company Directors is reduced below two prior to the Effective Time, the remaining director who is a Company Director shall be entitled to designate a Person to the Company Board who is not an officer, director, employee or designee of the Purchaser or any of its Affiliates and who shall be considered a Company Director for purposes of this Agreement. At each such time Parent is entitled to designate directors on the filling Company Board, the Company will, subject to any limitations imposed by applicable Law, also cause (i) each committee of any vacancy in that connectionthe Company Board, additional Directors and any vacancies in (ii) the board of Directorsdirectors of each of the Subsidiaries and (iii) each committee of such board of directors of each of the Subsidiaries to include persons designated by Parent constituting at least the same percentage of each such committee or board as Parent’s designees constitute on the Company Board. (b) The Company’s obligations to cause the election or appointment of Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Parent will supply to the Company any information with respect to itself and its officers, including unfilled vacancies resulting from directors and Affiliates required by such Section and Rule. (c) Following the removal election or appointment of Directors for causeParent’s designees pursuant to this Section 1.3 and prior to the Effective Time, may be filled any amendment or termination of this Agreement by the vote Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or the Purchaser or waiver of any of the Company’s rights hereunder, will require the concurrence of a majority of the remaining Directors directors of the Company then in office, although less than a quorum office who are Company Directors (as defined or in the Articles)case where there are two or fewer directors who are Company Directors, the concurrence of one director who is a Company Director) if such amendment, termination, extension or by waiver would be reasonably likely to have an adverse effect on the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder minority shareholders of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedCompany.

Directors. 27.1 There shall be a board (a) Subject to applicable Law and Nasdaq rules applicable to the Company, promptly upon the acceptance for payment of, and payment by Merger Sub for, any shares of Directors consisting of Company Common Stock pursuant to the Offer, and as long as Parent directly or indirectly beneficially owns not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in the number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the issued and outstanding shares of Company Common Stock, Merger Sub shall be entitled to designate such number of directors on the Company Board as will give Merger Sub representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that is the product of (a) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (b) the percentage that (i) the number of shares of Company Common Stock owned by Merger Sub or any other subsidiary of Parent bears to (ii) the total number of shares of Company Common Stock that are issued and outstanding, and the Company shall, at such time, use its reasonable best efforts to cause Merger Sub’s designees to be so elected. 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’s Board of Directors of (i) each committee of the Company’s Board of Directors, subject to compliance with applicable securities Laws and the Nasdaq rules, and (ii) each board of directors (or similar body) of each Company Subsidiary and each committee of such board (or similar body); provided, however, that in the event that Merger Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company or any Company Subsidiary (the “Independent Directors”); and provided further that, in such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining Independent Director shall be entitled to designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, stockholders or affiliates of the Company, any Company Subsidiary, Parent or Merger Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. In connection with the foregoing, the Company shall promptly, at the option of Merger Sub, use its commercially reasonable efforts to either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board as provided above. (b) The Company’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-l in order to fulfill its obligations under this Section 6.11, including mailing to the Company’s stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail no later than ten days prior to the first scheduled expiration of the Offer) as is necessary to fulfill the Company’s obligations under Section 6.11(a). Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself, Merger Sub and their respective nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. The provisions of Section 6.11(a) are in addition to and shall not limit any rights the Parent or Merger Sub or any of their Affiliates may have as a holder or beneficial owner of Company Common Stock 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 Section 6.11(a) and prior to the Effective 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, although less than a quorum the Independent Director) shall be required to authorize (as defined in and such authorization shall constitute the Articles)authorization of the Company Board and no other action on the part of the Company, including any action by any committee thereof or any other director of the Company, shall, unless otherwise required by Law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the sole remaining Director. All Directors shall hold office until the expiration Company, (ii) any extension of their respective terms time for performance of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation any obligation or removal action hereunder by Parent or Merger Sub or (iii) any waiver or exercise of a Director shall serve for the remainder any of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedCompany’s rights under this Agreement.

Directors. 27.1 There (a) Effective upon the acceptance for payment by Offeror of shares pursuant to the Offer such that Buyer or MergerCo shall own at least a majority of the Fully Diluted Shares, the Offeror shall be a board of Directors consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or reduce the limits in entitled to designate the number of Directors. 27.2 The , rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Company Common Stock owned by Offeror (including shares of Company Common Stock accepted for payment) bears to the total number of Shares of Company Common Stock outstanding, and the Company shall take all action necessary to cause Offeror's designees to be elected or appointed to the Company's Board of Directors, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such times, the Company will use its best efforts to cause individuals designated by Offeror to constitute the same percentage as such individuals represent on the Company's Board of Directors of (x) each committee of the Board (other than any committee of the Board established to take action under this Agreement), (y) each board of directors of each Subsidiary of the Company and (z) each committee of each such board. provided; however, that in the event that Offeror's designees are elected to the Board of Directors of the Company, until the Effective Time, such Board of Directors shall have at least two 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 (the "Independent Directors") and; provided further that, in such event, if the number of Independent Directors shall be divided into three classes: Class Ireduced below two for any reason whatsoever, Class II the remaining Independent Director shall designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors of the Company on the date hereof shall designate two persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its Subsidiaries, or officers or affiliates of Buyer or any of its subsidiaries, and Class IIIsuch persons shall be deemed to be Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, the affirmative vote of the majority of the Independent Directors shall be required to (i) amend or otherwise modify the Articles of Organization of the Company, (ii) approve any amendment, modification or waiver by the Company of any provisions of this Agreement or (iii) approve any other action by the Company that materially adversely affects the interests of the stockholders of the Company (other than Buyer or MergerCo) with respect to the transactions contemplated hereby, including without limitation, any actions which would constitute a breach by the Company of its representations, warranties or covenants contained herein. (b) The number Company's obligations to appoint designees to the Board of Directors in each class shall be as nearly equal as possible. Upon the adoption subject to Section 14(f) of the ArticlesExchange Act and Rule 14f-1 promulgated thereunder. Subject to applicable law, the existing Directors Company shall promptly take all action requested by resolution classify themselves as Class IOfferor necessary to effect any such election, Class II or Class III Directorsincluding mailing to its stockholders the information statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Offeror shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Offeror's designees). The Class I Directors shall stand appointed for a term expiring In connection with the foregoing, the Company will promptly, at the Company’s first annual general meetingoption of Offeror, either increase the Class II Directors shall stand appointed for a term expiring at size of the Company’s second annual general meeting and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment 's Board of Directors and/or obtain the removal resignation of one such number of its current directors as is necessary to enable Offeror's designees to be elected or more Directors appointed to, and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of to constitute a majority of the remaining Company's Board of Directors then as provided above. Offeror will supply to the Company in officewriting and be solely responsible for any information with respect to itself and its nominees, although less than a quorum (as defined in the Articles)officers, or directors and affiliates required by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office Section 14(f) and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedRule 14f-1.

Directors. 27.1 There Promptly upon the acceptance for payment of, and payment by Merger Sub for, any shares of Company Common Stock pursuant to the Offer, Parent, U.S. Parent or Merger Sub shall be a board entitled to designate, from time to time, such number of Directors consisting of not less than one person provided however that directors on the Company may Board as will give Merger Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, which is the product of (a) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by Ordinary Resolution increase or reduce (b) the limits in percentage that (i) such number of shares of Company Common Stock so accepted for payment and paid for by Merger Sub plus the number of shares of Company Common Stock otherwise owned by Parent, U.S. Parent or Merger Sub or any other subsidiary of Parent bears to (ii) the number of such shares outstanding, and the Company shall, at such time, cause Merger Sub’s designees to be so elected; provided, however, that in the event that Merger Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are Directors on the date of this Agreement and who will be independent for purposes of Rule 10A-3 under the Exchange Act (the “Independent Directors. 27.2 The ”); provided, further that, in such event, if the number of Independent Directors shall be divided into reduced below three classes: Class Ifor any reason whatsoever, Class II any remaining Independent Directors (or Independent Director, if there shall be only one remaining) 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 Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who will be independent for purposes of Rule 10A-3 under the Exchange Act, and Class IIIsuch persons shall be deemed to be Independent Directors for purposes of this Agreement. The Subject to applicable Law, the Company shall take all action requested by Parent or U.S. Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Merger 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 Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Merger Sub, either increase the size of the Company Board or obtain the resignation of such number of Directors in its current directors as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board as provided above. At such time, the Company shall take all action necessary to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each class shall be as nearly equal as possible. Upon the adoption committee of the Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting Company Board and the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at (B) each annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from directors of each Company Subsidiary (and each committee thereof) that represents the removal of Directors for cause, may be filled by same percentage as such individuals represent on the vote of a majority of the remaining Directors then in office, although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedCompany Board.

Directors. 27.1 There (a) Promptly upon the purchase by Purchaser pursuant to the Offer of such number of Shares as represents at least a majority of the then-outstanding Shares, and from time to time thereafter, Purchaser shall be a board entitled to designate such number of Directors consisting of not less than one person provided however that directors, rounded up to the next whole number, on the Company may by Ordinary Resolution Board as will give Purchaser representation on the Company Board equal to the product of (x) the total number of directors on the Company Board (after giving effect to any increase or reduce the limits in the number of Directorsdirectors pursuant to this Section 1.4) and (y) the percentage that such number of Shares so purchased bears to the total number of Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Purchaser’s designees to be so elected or appointed. The Company shall also use its reasonable best efforts to cause individuals designated by Purchaser to constitute the same percentage of each committee of the Company Board (and of each board of directors and each committee thereof of each wholly-owned Subsidiary of the Company) as the percentage of the entire Company Board represented by individuals designated by Purchaser. The Company’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall take all actions necessary to effect any such election or appointment of Purchaser’s designees, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Purchaser will supply to the Company all information with respect to themselves and their respective officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. 27.2 The Directors shall be divided into three classes: Class I(b) Following the election or appointment of Purchaser’s designees pursuant to Section 1.4(a) and prior to the Effective Time, Class II and Class III. The number any amendment or termination of Directors in each class shall be as nearly equal as possible. Upon this Agreement requiring action by the adoption Company Board, any extension of time for the performance of any of the Articlesobligations or other acts of Parent or Purchaser under this Agreement, any waiver of compliance with any of the existing Directors shall by resolution classify themselves as Class Iagreements or conditions under this Agreement that are for the benefit of the Company, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at any exercise of the Company’s first annual general meetingrights or remedies under this Agreement and any action to seek to enforce any obligation of Parent or Purchaser under this Agreement (or any other action by the Company Board with respect to this Agreement, the Class II Directors shall stand appointed for a term expiring at Offer or the Company’s second annual general meeting and Merger if such other action adversely affects, or could reasonably be expected to adversely affect, any of the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meetingholders of Shares other than Parent or Purchaser) may only be authorized by, and at each annual general meeting thereafterwill require the authorization of, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of office to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, additional Directors and any vacancies in the board of Directors, including unfilled vacancies resulting from the removal of Directors for cause, may be filled by the vote of a majority of the remaining directors of the Company then in office who are directors of the Company on the date hereof or their successors as appointed by such continuing directors (the “Continuing Directors”); provided, however, that if there shall be no Continuing Directors as a result of such individuals’ deaths, disabilities, resignations or refusal to serve, then such actions may be effected by majority vote of the Independent Directors, or, if no Independent Directors are then in office, although less than by a quorum majority vote of the Company Board. (as defined in c) In the Articlesevent that Parent’s designees are elected or appointed to the Company Board pursuant to Section 1.4(a), or until the Effective Time, (i) the Company Board shall have at least such number of directors as may be required by the sole remaining Director. All Nasdaq rules or the federal securities Laws who are considered independent directors within the meaning of such rules and Laws (“Independent Directors”) and (ii) each committee of the Company Board that is required (or a majority of which is required) by the Nasdaq rules or the federal securities Laws to be composed solely of Independent Directors shall hold office until be so composed; provided, however, that in such event, if the expiration number of their respective terms Independent Directors shall be reduced below the number of office and until their successors directors as may be required by such rules or Laws for any reason whatsoever, the remaining Independent Director(s) shall have been appointed and qualified. A Director appointed be entitled to designate persons to fill a vacancy resulting from such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no other Independent Director then remains, the deathother directors shall designate such number of directors as may be required by the Nasdaq rules and the federal securities Laws, resignation to fill such vacancies who shall not be stockholders or removal Affiliates of a Director Parent or Purchaser, and such Persons shall serve be deemed to be Independent Directors for the remainder purposes of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualifiedthis Agreement.