Common use of Directors Clause in Contracts

Directors. (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 entitled to designate such number of directors on the Company 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 (ii) the 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”); 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 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 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 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon after the acceptance for payment of, and payment by Sub for, any of shares of Company Common Stock tendered pursuant to the OfferOffer representing at least a majority of the outstanding shares of Company Common Stock on a fully diluted basis (the “Appointment Time”) and, Sub from time to time thereafter, as shares of Company Common Stock are accepted for payment by Buyer, Buyer shall be entitled to designate such number of directors on members of the Board of Directors of the Company 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“Buyer Designees”), rounded up to the next nearest whole number, that equals as will give Buyer representation on the Board of Directors of the Company equal to the product of (i) the total number of directors on members of the Board of Directors of the Company Board (after giving effect to any increase in the number of the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such the number of shares of Company Common Stock beneficially owned by Parent or Buyer at such time (including shares of Company Common Stock so accepted for payment and paid for by Sub plus payment) bears to the total 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 then outstanding. In furtherance thereof, and the Company shall, at upon the request of, and as specified by, Buyer, promptly either increase the size of the Board of Directors of the Company or secure the resignations of such timenumber of the Company’s incumbent directors, cause Sub’s designees or both, as is necessary to enable Buyer 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 Directors 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 reduced below three for any reason whatsoever, 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 such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action actions available to the Company to cause Buyer Designees to be so elected or appointed. At such time, if requested by Parent Buyer, the Company shall also take all action necessary to effect cause persons designated by Buyer 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 each committee of the Board of Directors of the Company, to the extent permitted by applicable Law and the rules of any stock exchange or trading market on which the Company Common Stock is listed and traded. The provisions of this Section 1.3 are in addition to and shall not limit any rights which Buyer, Parent or any of their affiliates (as such term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) may have as a holder or beneficial owner of shares of Company Common Stock as a matter of applicable Law with respect to the election of directors or appointmentotherwise. (b) The Company shall take all actions required in order to fulfill its obligations under Section 1.3(a), including mailing to its stockholders the Information Statement containing shareholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder as part of the Schedule 14D-9; provided, however, that Parent and Buyer shall supply to the Company shall make such mailing in writing prior to the filing with the mailing SEC of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all any information required to be included in the Information Statement with respect to Sub’s designees). In connection with Parent and Buyer and Buyer Designees to the foregoingextent required by such Section 14(f) and Rule 14f-1. (c) Notwithstanding the provisions of this Section 1.3, the Company parties hereto shall promptly, use their respective reasonable best efforts to ensure that at least two of the option members of Sub, either increase the size Board of Directors of the Company Board or obtain shall, at all times following the resignation of such number of its current directors as is necessary Appointment Time and prior to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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, be directors of the concurrence Company who were directors of the Company on the date hereof (the “Continuing Directors”); provided, however, that, if there shall be in office less than two Continuing Directors for any reason, the Board of Directors of the Company shall cause the persons designated by the remaining Continuing Directors to fill such vacancies and such persons shall be deemed to be Continuing Directors 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 Parent or Buyer and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. From and after the time, if any, that Buyer Designees constitute a majority of the Independent Board of Directors shall be required for of the Company and prior to the Effective Time, subject to the terms hereof, any amendment to or modification of this Agreement, 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 Parent or Parent under this Agreement (except as expressly permitted Buyer 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 Company Board hereunder or any waiver of any condition to the Company’s obligations hereunder or any of the Company’s rights hereunder and any other action of the Company hereunder which adversely affects the Company Shareholders (other than Parent or Parent’s Buyer) may be effected only if (in addition to the approval of the Board of Directors of the Company as a whole) there are in office one or Sub’s obligations under this Agreementmore Continuing Directors and such action is approved by a majority of the Continuing Directors then in office. Following the Appointment Time and prior to the Effective Time, neither Parent nor Buyer shall take any other action to remove any Continuing Director.

Directors. (a) Promptly Effective upon the acceptance payment for payment ofall Shares accepted following the Acceptance Time, and payment by Sub forat all times thereafter, any shares of Company Common Stock pursuant to the Offer, Sub Parent shall be entitled to designate such number of directors on the Company 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 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 percentage that (A) such quotient obtained by dividing the aggregate number of shares of Company Common Stock so accepted for payment Shares Beneficially Owned by Parent and paid for Merger Sub or their respective Affiliates at such time by Sub plus the total 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 Shares then outstanding, and the Company shall, at such time, shall promptly take all actions reasonably necessary to cause SubParent’s designees to be so elected elected, including, if necessary, by increasing the size of the Company Board and/or obtaining the resignations of one or appointed more existing directors. Effective upon the payment for all Shares accepted following the Acceptance Time, and at all times thereafter, the 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, provided that in (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 event that Subelection or appointment of Parent’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 reduced below three for any reason whatsoever, the remaining Independent Directors shall be entitled subject 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 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 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 . The Company shall make such 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 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 under Section 14(f) and Rule 14f-1 as is necessary to enable SubParent’s designees to be elected or appointed to the Company Board as provided aboveBoard. 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee provisions of the Company Board (other than any committee of the Company Board established to take action under this AgreementSection 1.3(a) and each board 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 of each subsidiary of the Company designated by Subor otherwise. (bc) Following the election or appointment of SubParent’s designees pursuant to Section 1.03(a1.3(a) and until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any 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 or Merger Sub or Parent under this Agreement (except as expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or hereunder shall require the concurrence of a majority of the directors of the Company in office prior to appointment of Parent’s or Sub’s obligations under this Agreementdesignees.

Directors. (a) Promptly upon the acceptance for payment of, and payment purchase of Shares by Sub for, any shares of Company Common Stock pursuant to the OfferOffer and the Options, and from time to time thereafter, Sub shall be entitled to designate such number of directors on the Company 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 on the Board of Directors of the Company as will give Sub 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 Board (determined after giving effect to the directors elected pursuant to this sentenceSection) multiplied by (ii) and the percentage that (A) such number of shares of Company Common Stock Shares so accepted for payment and paid for by Sub plus purchased bears to 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 Shares outstanding, and the Company shall, at 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 time, number of directors as is necessary to provide Sub with such level of representation and shall cause Sub’s 's designees to be so elected or appointed to the Company Boardelected; PROVIDED, 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 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 reduced below three for any reason whatsoever, the remaining Independent Directors Sub shall be entitled to nominate designate a person number of directors equal to fill such vacancy who shall be deemed 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 an Independent Director for purposes on (i) each committee of this Agreement or, if no Independent the Board of Directors then remain, of the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates Company and (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company, Parent or Sub, and such persons . The Company's obligations to appoint designees to its Board of Directors shall be deemed subject to be Independent Directors for purposes Section 14(f) of this Agreementthe Exchange Act. Subject to applicable LawAt the request of Sub, the Company shall take all action requested by Parent actions necessary to effect any such election or appointmentappointment of Sub's designees, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunderthereunder which, and the Company unless Sub otherwise elects, shall make such mailing be so mailed together with the mailing of the Schedule 14D-9 (provided that 14D-9. Parent and Sub shall have provided will supply 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 foregoingthemselves and their respective officers, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of directors and affiliates required by 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) Section and each board of directors of each subsidiary of the Company designated by SubRule. (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 Company 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 's designees pursuant to Section 1.03(a1.04(a) until and prior to the Effective Time, and so long as there shall be at least one Continuing Director, such designees shall abstain fom acting upon, and the concurrence approval of a majority of the Independent Continuing Directors shall be required for required, and sufficient, to authorize any amendment resolution with respect to this Agreement, any termination of this Agreement by the Company, any extension amendment of this Agreement requiring action by the Company Board of Directors of the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Sub under this Agreement, any waiver of compliance with any of the agreements or Parent conditions under this Agreement (except as expressly permitted hereunder), for the benefit of the Company and any recommendation action to stockholders seek to enforce any obligation of Parent or Sub under this Agreement. If at any modification or withdrawal of any such recommendation, any retention of time the Continuing Directors reasonably deem it necessary to consult independent legal counsel or other advisors in connection with the transactions contemplated hereby, any required their duties as Continuing Directors or permitted consent or action actions to be taken by the Company, the Continuing Directors may retain such counsel for such purpose and the Company Board hereunder or any waiver of any of shall pay the Company’s rights or Parent’s or Sub’s obligations under this Agreement.reasonable expenses incurred in connection therewith. ARTICLE II THE MERGER

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares Shares constituting a majority of Company Common Stock the then outstanding Shares by Purchaser or Merger Sub, as applicable, pursuant to the Offer, Sub Purchaser from time to time shall be entitled to designate such number of directors (rounded up to the next whole number) on the Board of Directors of the Company Board as will give Purchaser or Merger Sub, as applicable, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number percentage of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Board of Directors of the Company Board (giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by (ii) equal to the percentage of then outstanding Shares owned by Purchaser or Merger Sub (provided that (A) such percentage of the total number of shares directors shall not be less than a majority of Company Common Stock so accepted for payment and paid for by Sub plus the number Board of shares Directors of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstandingCompany), and the Company shall, at such time, cause Purchaser's or Merger Sub’s designees 's designees, as applicable, to be so elected or appointed to the Company Boardby its existing Board of Directors; provided, provided however, that in the event that Sub’s such -------- ------- designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company such Board of Directors shall have at least three two directors who are members of the Company Board directors on the date of this Agreement and who are not neither officers of the Company nor affiliates of Purchaser or Merger Sub (the “"Independent Directors”"); and provided further that, in such event, that if the number of Independent Directors shall be reduced below three two for any reason reasons whatsoever, the remaining Independent Directors Director shall be entitled to nominate 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 are shall not officers, employees, stockholders be officers or affiliates of the Company, Parent Company or Subofficers 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 Lawlaw, the Company shall take all action actions requested by Parent Purchaser necessary to effect any such election or appointmentelection, 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 thereunderthereunder by the SEC, and the Company shall 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 designeesas defined below). In connection with the foregoing, the Company shall will promptly, at the option of SubPurchaser, either increase the size of the Company Company's Board or of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Purchaser's or Merger Sub’s designees 's designees, as applicable, to be elected or appointed to, and to constitute (rounded up to the Company next whole number) that percentage of the total number of directors on the Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of Directors of the Company Board (other than giving effect to the election of any committee 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 Company Board established to take action under this Agreement) and each board total number of directors of each subsidiary shall not be less than a majority of the Company designated by SubBoard of Directors of the Company). (bc) Following the election of Purchaser's or appointment of Merger Sub’s designees 's designees, as applicable, pursuant to this Section 1.03(a) until 6.11, prior to the 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 Independent Directors shall be required for any amendment to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this AgreementDirectors.

Directors. (a) Promptly upon Sub having acquired a majority of the acceptance for payment of, combined voting power of the Shares and payment by Sub for, any shares of Company Common Stock pursuant to the OfferClass B Shares, Sub shall be entitled to designate such number of directors on the Board of Directors of the Company 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 (ii) the 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 a majority of such shares outstandingdirectors, and the Company shall, at such time, cause Sub’s 's designees to be so elected or appointed to the Company Boardby its existing Board of Directors; provided, provided however, that in the event that Sub’s 's designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company such Board of Directors shall have at least three directors who are members of the Company Board 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 be entitled to nominate designate a person or persons to fill such vacancy who 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 two three persons to fill such vacancies who are shall not officers, employees, stockholders be officers or affiliates of the CompanyCompany or any of its subsidiaries, or officers or affiliates of Parent or Subany of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Lawlaw, the Company shall take all action requested by Parent that is reasonably necessary to effect any such election or appointmentelection, 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 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 's designees). In connection with the foregoing, the Company shall will promptly, at the option of SubParent, either increase the size of the Company Company's Board or of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub’s 's designees to be elected or appointed to, and to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 concurrence of constitute a majority of the Independent Directors shall be required for any amendment to this Agreementdirectors on, any termination of this Agreement by the Company, any extension by the Company 's Board of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except Directors as expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreementprovided above.

Directors. (a) Promptly upon the first acceptance for payment of, and payment by Sub for, any shares an aggregate amount of Company Common Stock Shares that represents at least a majority of the issued and outstanding Shares pursuant to the Offer, Sub Parent shall be entitled to designate such number of directors on the Company Board of Directors as will give SubParent, subject to compliance with Section 14(f) of 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, that equals which is the product of (ix) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (iiy) the percentage that (AI) such number of shares of Company Common Stock Shares so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock Shares otherwise owned by Parent, Sub or any other subsidiary of Parent bears to (BII) the number of such shares Shares outstanding, and the Company shall, at such time, cause SubParent’s designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that SubParent’s designees are appointed or elected to the Company BoardBoard of Directors, until the Effective Time Time, the Company Board of Directors shall have at least three (3) directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company (the “Independent Directors”); and provided further provided, further, that, in such event, if the number of Independent Directors shall be reduced below three (3) for any reason whatsoever, the any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three persons to fill such vacancies who are not officers, employees, stockholders officers or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. 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 (or similar body) of each of the Company’s Subsidiaries, 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 Company shall take all action reasonably requested by Parent necessary to effect any such election or appointmentelection, 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 of Directors or obtain the resignation of such number of its current directors directors, or both, as is necessary to enable Sub’s designees to be elected or appointed to the Company Board of Directors as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 Notwithstanding anything in this Agreement to the election or appointment of Subcontrary, if Parent’s designees pursuant constitute a majority of the Company Board of Directors after the Acceptance Time and prior to Section 1.03(a) until the Effective Time, then the concurrence affirmative vote of a majority of the Independent Directors (or if only one (1) exists, then the vote of such Independent Director) shall be required for (and such vote shall constitute the authorization of the Company Board of Directors and no other action on the part of the Company, including any amendment action by any director of the Company shall be required to this Agreement, any termination of authorize) to (i) amend or terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub (ii) exercise or Parent under this Agreement (except as expressly 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 Company Board hereunder or any waiver of waive any of the Company’s rights rights, benefits or Parent’s remedies hereunder, if such action would adversely affect holders of Shares other than Parent or Sub’s obligations , (iii) amend the certificate of incorporation or bylaws of the Company, or (iv) take any other action of the Company Board of Directors under or in connection with this AgreementAgreement 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 entire Company Board of Directors.

Directors. (a) Promptly Effective upon the acceptance for payment of, and payment by Sub for, of any shares of Company Common Stock Shares pursuant to the Offer, Sub Parent shall be entitled to designate such number of directors on the Company 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, 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 elected pursuant to this sentenceSection) multiplied by and (ii) the 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 Shares beneficially owned by Sub or any other subsidiary of Parent and/or Merger Subsidiary (including Shares accepted for payment) bears to (B) the total number of such shares Shares outstanding, and the Company shall, at such time, shall take all action necessary to cause SubParent’s designees to be so elected or appointed to the Company Board, provided including increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time as such designees constitute a majority of the Board (the “Control Date”), the Company shall 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 Company Board other than the Transaction Committee and (ii) each board of directors of each Subsidiary of the Company (and each committee thereof) that in represents the event that Sub’s designees are appointed or elected to same percentage as such individuals represent on the Company Board. (If Parent does not exercise its rights under this Section, all references in this Agreement to the Control Date shall be deemed references to the Effective Time.) Notwithstanding the foregoing, until Parent and/or Merger Subsidiary acquires a majority of the Effective Time outstanding Shares on a fully diluted basis, the Company Board shall have at least three directors who are use its reasonable efforts to ensure that all of the members of the Company Board on and such committees and boards as of the date of this Agreement and hereof who are not officers employees of the Company shall remain members of the Company Board and such committees and boards. (b) The Company’s obligations to appoint Parent’s designees to the “Independent Directors”); and provided further that, in such event, if the number of Independent Directors Company Board shall be reduced below three for any reason whatsoever, the remaining Independent Directors shall be entitled subject 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 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 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 . Subject to the Company shall make such mailing Parent’s compliance with the mailing final sentence 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 designeesthis Section 2.03(b). In connection with the foregoing, the Company shall promptlypromptly take all actions, at and shall include in the option of Sub, either increase Schedule 14D-9 an information statement (the size of the Company Board or obtain the resignation of “Information Statement”) containing such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed information with respect to the Company Board and its officers and directors, as provided aboveSection 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section. The Company Parent shall also use its reasonable efforts timely supply to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than in writing and be solely responsible for any committee of the Company Board established information with respect to take action under this Agreementitself and its nominees, officers, directors and affiliates required by Section 14(f) and each board of directors of each subsidiary of the Company designated by SubRule 14f-1. (bc) Following the election or appointment of SubParent’s designees pursuant to Section 1.03(a2.03(a) and until the Effective Time, the concurrence approval of a majority of the Independent Directors directors of the Company then in office who were not designated by Parent shall be required for to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any amendment action by any other director of the Company, shall be required to this Agreement, authorize) any termination of this Agreement by the Company, any amendment of this Agreement, 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 expressly 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 obligation or action hereunder by the Company Board hereunder Parent or Merger Subsidiary and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon after the acceptance first time at which Purchaser accepts for payment of, and payment by Sub for, any shares of Company Seller Common Stock pursuant to the OfferOffer (the “Acceptance Date”), Sub 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 entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) members of the Exchange Act, representation on Seller Board (the Company Board equal to at least that number of directors“Purchaser Designees”), rounded up to the next nearest whole number, that equals as will give Purchaser representation on the Seller Board equal to (x) the product of (i) the total number of directors on members of the Company Seller Board (after giving effect to the directors elected pursuant to this sentence) multiplied by (iiy) the percentage that (A) such the number of shares of Company Seller Common Stock beneficially owned by Parent or Purchaser at such time (including shares of Seller 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 payment) bears to (B) the total number of such shares of Seller Common Stock then outstanding; provided that in no event shall the Purchaser Designees constitute less than a majority of the Seller Board. In furtherance thereof, and the Company Seller shall, at 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 timenumber 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)), cause Sub’s designees or both, as is necessary to enable the Purchaser Designees to be so elected or appointed to the Company 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, provided that in the event that Sub’s designees are appointed (ii) each board of directors (or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members similar body) of the Company Board on the date each Subsidiary of Seller and (iii) each committee (or similar body) of each such board. The provisions of this Agreement Section 1.3 are in addition to and who are shall 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 limit any reason whatsoever, 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 Companyrights which Purchaser, Parent or Sub, and such persons shall be deemed 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 be Independent Directors for purposes the election of this Agreement. Subject to applicable Law, the Company directors or otherwise. (b) Seller shall take all action requested by Parent necessary actions required in order to effect any such election or appointmentfulfill its obligations under Section 1.3(a), 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 thereunder as part of the Schedule 14D-9 (provided that Sub 14D-9. Parent and Purchaser shall have provided supply to the Company on a timely basis all Seller in writing any information required to be included in the Information Statement with respect to Sub’s designees). In connection with Parent and Purchaser and 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 Purchaser Designees to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreementextent required by such Section 14(f) and each board of directors of each subsidiary of the Company designated by SubRule 14f-1. (bc) Following Notwithstanding the election or appointment provisions of Sub’s designees pursuant 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 Section 1.03(a) until the Effective Time, be directors of Seller; provided that if there shall be in office less than two Independent Directors for any reason, the concurrence 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 Independent Directors shall be required for Seller Board and prior to the Effective Time, subject to the terms hereof, any amendment to or modification of this Agreement, any termination of this Agreement by the CompanySeller, any extension by the Company of the time for the performance of any of the obligations of Sub Parent or Parent under this Agreement (except as expressly permitted Purchaser 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 Company Board hereunder or 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 Company’s rights Seller Board as a whole) there are in office one or Parent’s or Sub’s obligations under this Agreementmore Independent Directors and such action is approved by a majority of the Independent Directors then in office.

Directors. (a) Promptly upon Upon the acceptance for payment of, and payment by Merger Sub for, any for shares of Company Common Stock pursuant to the OfferOffer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, Sub Parent shall be entitled to designate such number of directors on the Company 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 new directors, rounded up to the next whole number, that equals on the Board of Directors of the Company as is equal to the product of (i) the total number of directors on the Board of Directors of the Company Board (determined after giving effect to the new directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such the aggregate number of shares of Company Common Stock so accepted for payment beneficially owned by Parent, Merger Sub and paid for by Sub plus any of their Affiliates bears to the total 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 then outstanding, and the Company shall, at such time, shall promptly take all actions necessary to cause SubParent’s designees to be so elected or appointed elected; provided, however, that prior to the Company BoardEffective Time, provided that in the event that Sub’s designees are appointed or elected to Board of Directors of the Company Board, until the Effective Time the Company Board 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 who are members of the Company Board on the date of this Agreement and who are not officers of the Company Directors is reduced to two (the “Independent Directors”2); 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 who were Company Directors shall be entitled to nominate a designate one (1) person to fill such vacancy the Board of Directors of the Company who is not an officer, director, employee or designee of Parent, Merger Sub or any of their Affiliates and who is reasonably satisfactory to Parent, (ii) the number of directors who are Company Directors is reduced to one (1), the remaining director who was a Company Director shall be deemed entitled 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 the Board of Directors of the Company who are not officers, employeesdirectors, stockholders employees or affiliates 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 remaining individuals who constituted the Company’s Board of Directors immediately prior to the Acceptance Time shall be entitled to designate three (3) persons to the Board of Directors of the CompanyCompany who are not officers, directors, employees or designees of Parent, Merger Sub or any of their Affiliates and who are reasonably satisfactory to Parent or Sub(and, and such in each case, the persons so designated shall be deemed to be Independent considered Company Directors for purposes of this Agreement). Subject Upon Parent’s request, at each such time Parent is entitled to applicable Lawdesignate directors on the Board of Directors of the Company, the Company will also cause (i) each committee of the Board of Directors 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 designees constitute on the Board of Directors of the Company. The Company’s obligations 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 action requested by 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 necessary shall have provided to effect any such election or appointment, including mailing to its stockholders the Information Statement containing 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 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 . Parent will be solely responsible for any information required to be included in the Information Statement with respect to Sub’s designees). In connection with itself and its nominees, officers and Affiliates required by Section 14(f) of the foregoingExchange Act and Rule 14f-1 thereunder. (b) Prior to the Acceptance Time, the Company shall promptlyobtain irrevocable resignations, conditioned upon the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at the option of Sub, either increase the size of the Company Board or obtain the resignation of least such number of its current shares of Company Common Stock as shall satisfy the Minimum Condition, of a sufficient number of directors as is necessary to enable Sub’s designees implement the provisions of Section 2.3(a). The Company shall deliver to be 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 the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of Directors of the Company Board (other than any committee of the Company Board established and prior 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 concurrence affirmative vote of a majority of the Independent Company Directors then in office shall be required for any amendment to this Agreement, any termination of (i) amend or terminate this Agreement by on behalf of the Company, any extension by the Company of the time for the performance of any of the obligations of Sub (ii) exercise or Parent under this Agreement (except as expressly 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 Company Board hereunder or any waiver of waive any of the Company’s rights or remedies hereunder, (iii) agree to extend the time for performance of Parent’s or Merger Sub’s obligations under hereunder, or (iv) take any other action by the Company in connection with this AgreementAgreement and the transactions contemplated hereby required to be taken by the Board of Directors of the Company adversely affecting the rights of the Company’s stockholders (other than Parent or Merger Sub).

Directors. (a) Promptly upon the acceptance of any Shares for payment of, and payment by Sub for, any shares of Company Common Stock exchange pursuant to the OfferOffer which, Sub together with the Shares then beneficially owned by the Purchaser, represent at least a majority of the Shares outstanding on a fully diluted basis and at all times thereafter, the Purchaser shall be entitled to elect or designate such number of directors on the Company 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 on the Company Board of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors (giving effect to the directors elected or designated by the Purchaser pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by the Purchaser and any of its affiliates bears to the total number of Shares then outstanding. The Company shall, upon the Purchaser’s request at any time following the acceptance of any Shares for exchange pursuant to the Offer, take such actions, including but not limited to promptly filling vacancies or newly-created directorships on the Company Board of Directors, promptly increasing the size of the Company Board of Directors (Aincluding by amending the Company Bylaws if necessary so as to increase the size of the Company Board of Directors) and/or promptly securing the resignations of such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus its incumbent directors as are necessary or desirable to enable 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 SubPurchaser’s designees to be so elected or appointed designated to the Company BoardBoard of Directors, provided that in and shall use its best efforts to cause the event that SubPurchaser’s designees are appointed to be so elected or elected designated at such time. The Company shall, upon the Purchaser’s request following the acceptance of any Shares for exchange pursuant to the Company BoardOffer, until also cause Persons elected or designated by the Effective Time Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Company Board shall have at least three directors who are members of Directors of (i) each committee of the Company Board on of Directors, (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 only to the date of this Agreement extent permitted by applicable law and who are not officers the Marketplace Rules 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 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 Nasdaq. Upon consummation of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable LawOffer, the Company shall take all action requested by Parent necessary to effect any 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 election or appointment, including mailing status. The Company’s obligations under this Section 1.3(a) shall be subject 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 . The Company shall make such 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 shareholders (together with the mailing of Schedule 14D-9) 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 by Section 14(f) and Rule 14f-1 as is necessary to enable Subthe Purchaser’s designees to be elected or appointed designated to the Company Board as provided aboveof Directors. The Purchaser shall provide the Company shall also use its reasonable efforts with information with respect to cause the SubPurchaser’s designees and the Purchaser’s officers, directors and affiliates to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreementextent required by Section 14(f) and each board Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that the Purchaser or any of its affiliates may have as a holder or beneficial owner of Shares as a matter of applicable law with respect to the election of directors of each subsidiary of the Company designated by Subor otherwise. (b) Following In the election or appointment of Subevent that the Purchaser’s designees are elected or designated to the Company Board of Directors pursuant to Section 1.03(a) 1.3(a), then, until the Effective Time, the concurrence Company shall cause the Company Board of Directors to maintain two (2) directors who are members of the Company Board of Directors 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 of whom shall be an “audit committee financial expert” as defined in Item 401(h) 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 remaining 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 all purposes of this Agreement. If no Continuing Director then remains, the other directors shall designate two (2) Persons 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 contrary, if the Purchaser’s designees constitute a majority of the Company Board of Directors after the acceptance of any Shares for exchange pursuant to the Offer and prior to the Effective Time, then the affirmative vote of a majority of the Independent Continuing Directors shall (in addition to the approval rights of the Company Board of Directors or the shareholders of the Company as may be required by the Restated Articles of Incorporation of the Company (as amended, the “Company Articles”), the bylaws of the Company (as amended, the “Company Bylaws”, and together with the Company Articles, the “Company Governing Documents”) or applicable law) be required (i) for any amendment the Company to amend or terminate this Agreement, 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 (ii) to exercise or Parent under this Agreement (except as expressly 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 Company Board hereunder or any waiver of waive any of the Company’s rights rights, benefits or Parent’s remedies hereunder, if such action would materially and adversely affect the holders of the Shares (other than the Purchaser), (iii) to amend the Company Governing Documents if such action would materially and adversely affect the holders of the Shares (other than the Purchaser) or Sub’s obligations (iv) to take any other action of the Company Board of Directors under or in connection with this AgreementAgreement if such action would materially and adversely affect the holders of the Shares (other than the Purchaser); provided, however, that if there shall be no Continuing Directors as a result of such Persons’ deaths, disabilities or refusal to serve, then such actions may be effected by majority vote of the entire Company Board of Directors.

Directors. (a) Promptly upon the acceptance for payment of, --------- and payment by Sub for, any such number of shares of Company Common Stock by Merger Sub pursuant to the OfferOffer as satisfies the Minimum Condition (the "Majority Acquisition"), and -------------------- from time to time thereafter, Merger Sub shall be entitled to designate such number of directors on the Company Board as will give Subof Directors of the Company, rounded up to the next greatest whole number, subject to compliance with Section 14(f) of the Exchange Act, representation on as shall represent a percentage of the Company Board of Directors 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 (ii) the percentage that (A) such number of the outstanding 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) Merger Sub; provided that, from 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, Majority Acquisition until the Effective Time the Company Board shall have Time, at least three directors -------- two persons who are members directors of the Company Board on the date of this Agreement and who are not officers hereof shall be directors of the Company (the “Independent "Continuing Directors”"); and provided further -------------------- --- -------- ------- that, in such event, if the number of Independent Continuing Directors shall be reduced below three two for any reason whatsoever, the any remaining Independent Continuing Directors shall be entitled to nominate designate a person to fill such vacancy who shall be deemed to be an Independent as a Continuing Director for purposes of this Agreement or, if no Independent Continuing Directors then remain, the other directors shall designate two persons to fill such vacancies who are shall not be officers, employeesdirectors, stockholders or affiliates of Parent, Merger Sub or the Company, Parent or Sub, and such persons shall be deemed to be Independent Continuing Directors for purposes of this Agreement. The Company and its Board of Directors 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 Lawlaw, the Company shall take all action requested by Parent necessary to effect any such election or appointmentelection, 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 thereunderthereunder not later than ten days prior to the scheduled expiration date of the Offer, and the Company shall 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 's designees). In connection with the foregoingAt such times, the Company shall promptlywill also cause (i) each committee of the Board of Directors, at the option of (ii) if requested by Merger Sub, either the board of directors of each of the Company's subsidiaries and (iii) if requested by Merger Sub, each committee of such board to include persons designated by Merger Sub constituting the same percentage of each such committee or board as Merger Sub's designees are of the Board. The Company shall, upon request by Merger Sub, promptly increase the size of the Company Board or obtain exercise its best efforts to secure the resignation resignations of such number of its current directors as is necessary to enable Sub’s Merger Sub designees to be elected or appointed to the Company Board as provided above. The Company and shall also use its reasonable efforts to cause the Merger Sub’s 's designees to be proportionately represented on each committee of the Company 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 Subso elected. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub forfor any Shares accepted by Sub for payment pursuant to the Offer at the Acceptance Time, any shares which Shares represent at least a majority of Company Common Stock the issued and outstanding Shares pursuant to the Offer, Sub Parent shall be entitled to designate such number of directors on the Company Board of Directors as will give SubParent, subject to compliance with Section 14(f) of 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, that equals which is the product of (ix) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (iiy) the percentage that (AI) such number of shares of Company Common Stock Shares so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock Shares otherwise owned by Parent, Sub or any other subsidiary of Parent bears to (BII) the number of such shares Shares outstanding, and the Company shall, at such time, cause SubParent’s designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that SubParent’s designees are appointed or elected to the Company BoardBoard of Directors, until the Effective Time Time, the Company Board of Directors shall have at least three (3) directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company (the “Independent Directors”); and provided further provided, further, that, in such event, if the number of Independent Directors shall be reduced below three (3) for any reason whatsoever, the any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three persons to fill such vacancies who are not officers, employees, stockholders officers or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. 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 (or similar body) of each of the Company’s Subsidiaries, 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 Company shall take all action requested by Parent necessary to effect any such election or appointmentelection, 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 of Directors or obtain the resignation of such number of its current directors directors, or both, as is necessary to enable Sub’s designees to be elected or appointed to the Company Board of Directors as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 Notwithstanding anything in this Agreement to the election or appointment of Subcontrary, if Parent’s designees pursuant constitute a majority of the Company Board of Directors after the Acceptance Time and prior to Section 1.03(a) until the Effective Time, then the concurrence affirmative vote of a majority of the Independent Directors (or if only one (1) exists, then the vote of such Independent Director) shall be required for any amendment to this Agreement, any termination of (i) amend or terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub (ii) exercise or Parent under this Agreement (except as expressly 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 Company Board hereunder or any waiver of waive any of the Company’s rights rights, benefits or Parent’s remedies hereunder, if such action would materially and adversely affect holders of Shares other than Parent or Sub’s obligations , (iii) amend the certificate of incorporation or bylaws of the Company, or (iv) take any other action of the Company Board of Directors under or in connection with this AgreementAgreement 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 entire Company Board of Directors.

Directors. (a) Promptly upon the first acceptance for payment of, and payment by Sub for, any shares of Company Common Stock pursuant to the OfferOffer of Shares that represent at least a majority of the issued and outstanding Shares, Sub and the transfer of funds to a paying agent to cover the Closing Amount with respect to such Shares, Parent shall be entitled to designate such number of directors on the Company Board of Directors as will give SubParent, subject to compliance with Section 14(f) of 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, that equals which is the product of (ix) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (iiy) the percentage that (AI) such number of shares of Company Common Stock Shares so accepted for payment and paid for by Sub and with respect to which funds were transferred to a paying agent to cover the Closing Amount plus the number of shares of Company Common Stock Shares otherwise owned by Sub Parent, Sub, or any other subsidiary of Parent bears to (BII) the number of such shares Shares outstanding, and the Company shall, at such time, cause SubParent’s designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that SubParent’s designees are appointed or elected to the Company BoardBoard of Directors, until the Effective Time Time, the Company Board of Directors shall have at least three (3) directors who are members of the Company Board 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 provided, further, that, in such event, if the number of Independent Directors shall be reduced below three (3) for any reason whatsoever, the any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three persons to fill such vacancies who are not officers, employees, stockholders officers or affiliates of the CompanyCompany and are 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. 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 (or similar body) of each of the Company’s Subsidiaries, 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 Company shall take all action requested by Parent necessary to effect any such election or appointmentelection, 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 timely basis 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 option of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its current directors directors, or both, as is necessary to enable Sub’s designees to be elected or appointed to the Company Board of Directors as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 Notwithstanding anything in this Agreement to the election or appointment of Subcontrary, if Parent’s designees pursuant constitute a majority of the Company Board of Directors after the Acceptance Time and prior to Section 1.03(a) until the Effective Time, then the concurrence affirmative vote of a majority of the Independent Directors (or if only one (1) exists, then the vote of such Independent Director) shall be required for any amendment to this Agreement, any termination of (i) amend or terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub (ii) exercise or Parent under this Agreement (except as expressly 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 Company Board hereunder or any waiver of waive any of the Company’s rights rights, benefits or Parent’s remedies hereunder, if such action would materially and adversely affect holders of Shares other than Parent or Sub’s obligations , (iii) amend the certificate of incorporation or bylaws of the Company, or (iv) take any other action of the Company Board of Directors under or in connection with this AgreementAgreement 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 entire Company Board of Directors.

Directors. (a) Promptly upon 13.1 The Company or a member of the acceptance for payment ofGroup shall reimburse and pay to each Director, and payment by Sub forthe Bison Representative, any shares 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 Common Stock pursuant 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 Offerboard of directors or other similar governing body of any other member of the Group (each, Sub 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 designate 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 number of directors on 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 will give Sub, subject to compliance with Section 14(fHayley 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 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 Ordinary Shares issued and outstanding (giving effect to the directors elected pursuant to this sentence) multiplied by (iiexcluding for such purpose any dilution in such ownership resulting from issuances of New Shares) the 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”); 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 Bison Parties between them shall be entitled to nominate appoint one (1) Director (the “Bison Director”) and cause the removal and replacement of the Bison Director, provided that the Lion Parties may require (acting reasonably and in good faith) the Bison Parties to replace the Bison Director (or the Bison Representative as defined in Clause 13.5.4) with a person of whom the Lion Parties shall first approve, save that the Lion Parties shall not be entitled to fill such vacancy who shall be deemed to be an Independent require the removal of either Xxxxxxx Xxxxx or Xxxxxxxxxxx Xxxxxxxxxx as the Bison Director for purposes of this Agreement or, if no Independent Directors then remain, or the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of Bison Representative. At any time when the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this AgreementBison Parties own less than ten per cent. 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(10%) 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 total 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee Ordinary Shares issued and outstanding (excluding for such purpose any dilution in such ownership resulting from issuances of the Company 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 New Shares pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment Clauses 3.1.1 to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement3.

Directors. (a) Promptly upon The Company agrees it shall cause the acceptance 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 payment ofelection to the Board (collectively, the “Company Nominees”) at the 2006 Annual Meeting and payment by Sub forto 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 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”), any shares of the Knightspoint Entities and the Company Common Stock 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 Offerpreceding 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, Sub then the Knightspoint Entities shall be entitled to designate select a replacement Director, and each of the Knightspoint Entities and the Xxxxxxxxxx Entities shall cause its respective Directors to elect such number 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 directors on 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 Board as will give Subshall select a replacement Director, subject to compliance with Section 14(f) and each of the Exchange Act, representation on Knightspoint Entities and the Xxxxxxxxxx Entities shall cause its Directors to elect such replacement Director. The Company and the Board equal shall not submit any matters to a stockholder vote at least that number of directors, rounded up to the next whole number, that equals the product of 2006 Annual Meeting other than: (i) the total number election of directors on the Company Board (giving effect Nominees to the directors elected pursuant to this sentence) multiplied by Board, and (ii) the percentage that ratification of the appointment of the Company’s outside auditor. (Ab) such number The Board or a nominating committee of shares the Board consisting of one 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 Common Stock so accepted for payment 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 paid for 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 Sub plus 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 the 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 shares of Company Common Stock otherwise beneficially owned by Sub or any other subsidiary them. (j) The provisions of Parent bears to Section 3.1(c), (Bd), (e) 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 (f) of this Agreement shall not in any way affect or limit the covenants and who are not officers agreements of the Company (the “Independent Directors”); and provided further that, Knightspoint Entities set forth elsewhere in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, 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 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 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly Effective upon the acceptance for payment of, and payment by Sub for, of any shares of Company Common Stock Shares pursuant to the Offer, Sub Parent shall be entitled to designate such number of directors on the Company 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, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company Company's Board of Directors (giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by and (ii) the 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 Shares beneficially owned by Sub or any other subsidiary of Parent and/or Acquisition (including Shares accepted for payment) bears to (B) the total number of such shares Shares outstanding, and the Company shall, at such time, shall take all action necessary to cause Sub’s Parent's designees to be so elected or appointed to the Company BoardCompany's Board of Directors, provided that in including increasing the event that Sub’s designees are appointed or elected number of directors, and seeking and accepting resignations of incumbent directors. At such time, to the Company Boardextent requested by Parent, until the Effective Time the Company Board shall have at least three directors who are members 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 Company Board on the date and (ii) each board of this Agreement and who are not officers directors of each Subsidiary of the Company (and each committee thereof) that represents the “Independent 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”"); and provided further thatthat if there shall be in office fewer than two Continuing Directors for any reason, in such event, if the number Company's Board of Independent Directors shall be reduced below three for any reason whatsoever, cause a person designated by the remaining Independent Directors shall be entitled to nominate a person Continuing Director to fill such vacancy who shall be deemed to be an Independent a Continuing Director for all purposes of this Agreement orAgreement, or if no Independent Continuing Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who are will not officers, employees, stockholders be officers or employees or affiliates of the Company, Parent or Sub, Acquisition or any of their respective Subsidiaries and such persons shall be deemed to be Independent Continuing Directors for all purposes of this Agreement. Subject . (b) The Company's obligations to applicable Law, appoint Parent's designees to the Company Company's Board of Directors shall take all action requested by Parent necessary be subject 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. The Company shall promptly take all actions, and the Company shall make such mailing with the mailing of include in the Schedule 14D-9 (provided that Sub 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 all the information required referred to be included in the Information Statement following sentence. Parent shall supply to the Company in writing and be solely responsible for any information with respect to Sub’s designees). In connection with the foregoingitself and its nominees, the Company shall promptlyofficers, 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreementand affiliates required by Section 14(f) and each board of directors of each subsidiary of the Company designated by SubRule 14f-1. (bc) Following the election or appointment of Sub’s Parent's designees pursuant to Section 1.03(a1.3(a) and until the Effective Time, the concurrence approval of a majority of the Independent Continuing Directors shall be required for 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 amendment action by any other director of the Company, shall be required to this Agreement, authorize) any termination of this Agreement by the Company, any extension amendment of this Agreement requiring action by the Company Company's Board of the Directors, any extension of time for the performance of any obligation or action hereunder by Parent or Acquisition, any waiver of compliance with any of the obligations agreements or conditions contained herein for the benefit of Sub or Parent under this Agreement (except as expressly permitted hereunder)the Company, 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 Company Board hereunder or any waiver of any Directors of the Company’s rights Company hereunder and any other action of the Company hereunder which adversely affects the holders of Shares (other than Parent or Parent’s or Sub’s obligations under this AgreementAcquisition).

Directors. (a) Promptly upon the acceptance for payment of, and payment purchase by Sub for, any shares of Company Common Stock Purchaser pursuant to the OfferOffer of such number of Shares as represents at least a majority of the then-outstanding Shares, Sub and from time to time thereafter, Purchaser shall be entitled to designate such number of directors on the Company 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 on the Company Board as will give Purchaser representation on the Company Board equal to the product of (ix) the total number of directors on the Company Board (after giving effect to any increase in the number of directors elected pursuant to this sentenceSection 2.4) multiplied by and (iiy) the percentage that (A) such number of shares of Company Common Stock Shares so accepted for payment and paid for by Sub plus purchased bears to the total 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 Shares outstanding, and the Company shall, at upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such time, number of directors as is necessary to provide Purchaser with such level of representation and shall cause SubPurchaser’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. (b) Following the election or appointment of Purchaser’s designees pursuant to Section 2.4(a) and prior to the Effective Time, any amendment or termination of this Agreement requiring action by the Company Board, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement, any waiver of compliance with any of the agreements or conditions under this Agreement that are for the benefit of the Company, any exercise of the Company’s rights 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 Company Board with respect to this Agreement or the Merger if such other action adversely affects, or could reasonably be expected to adversely affect, any of the holders of Shares other than Parent or Purchaser) may only be authorized by, and will require the authorization of, a majority of the 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, by a majority vote of the Company Board. (c) In the event that Parent’s designees are elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected Board pursuant to the Company BoardSection 2.4(a), until the Effective Time Time, (i) the Company Board shall have at least three such number of directors as may be required by the Nasdaq rules or the federal securities Laws who are members considered independent directors within the meaning of such rules and Laws (“Independent Directors”) and (ii) each committee of the Company Board on that is required (or a majority of which is required) by the date Nasdaq rules or the federal securities Laws to be composed solely of this Agreement and who are not officers of the Company (the “Independent Directors”)Directors shall be so composed; and provided further thatprovided, however, that in such event, if the number of Independent Directors shall be reduced below three the number of directors as may be required by such rules or Laws for any reason whatsoever, the remaining Independent Directors Director(s) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no other Independent Directors Director then remainremains, the other directors shall designate two persons such number of directors as may be required by the Nasdaq rules and the federal securities Laws, to fill such vacancies who are shall not officers, employees, be stockholders or affiliates Affiliates of the Company, Parent or SubPurchaser, and such persons 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares acquisition of Company a majority of the outstanding Common Stock Shares pursuant to the Offer, Sub or otherwise, so long as Parent owns a majority of the outstanding Common Shares Parent shall be entitled upon written request to the Company, subject to applicable law, to designate such number of directors on directors, rounded down to the nearest whole number, to the Board of Directors of the Company Board as will give Sub, subject to compliance with Section 14(fParent (or its affiliates) of the Exchange Act, representation on the Company such Board of Directors equal to at least that number of directors, rounded up to the next whole number, that directors which equals the product of (i) the total number of directors on the Company Company's Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number the sum 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 Shares so owned by Sub or any other subsidiary of Parent and Subsidiary bears to (B) the number of such shares Common Shares outstanding, and the Company shall, at such time, promptly use its best efforts to cause Sub’s the designees of Parent to be so elected or appointed elected, subject in all cases to Section 14(f) of the Exchange Act, it being understood that the Company shall have no obligation to comply with Section 14(f) until after the Offer is completed. These efforts shall, if necessary, include efforts to obtain any amendments to the by-laws of the Company Boardregarding the number of directors, provided that in 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 Sub’s Parent's designees are appointed or elected to the Company BoardCompany's Board of Directors, until the Effective Time Time, the Company Company's Board of Directors shall have at least three directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company hereof (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 any remaining Independent Directors (or Independent Director, if there be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors Director then remainremains, the other directors shall designate two three persons to fill such vacancies who are shall not officersbe stockholders, employees, stockholders affiliates or affiliates associates of the Company, Parent or Sub, Subsidiary 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 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 Notwithstanding anything in this Agreement to the Company on a timely basis all information required to be included contrary, 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 event that Parent's designees to be are elected or appointed to the Company Company's Board as provided above. The Company shall also use its reasonable efforts to cause of Directors, after the Sub’s designees to be proportionately represented on each committee acceptance for payment of the Company 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 Common Shares pursuant to Section 1.03(a) until the Offer and prior to the Effective Time, the concurrence affirmative vote of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of (a) amend or terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub (b) exercise or Parent under this Agreement (except as expressly 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 Company Board hereunder or any waiver of waive any of the Company’s rights 's rights, benefits or remedies hereunder, or (c) extend the time for performance of Parent’s or Sub’s 's and Subsidiary's respective obligations under this Agreementhereunder.

Directors. (a) Promptly Subject to compliance with applicable law, promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock Purchaser for the Shares pursuant to the Offer, Sub and from time to time thereafter, Parent shall be entitled to designate such number of directors on the Company 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 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 percentage that (A) such the aggregate number of shares of Company Common Stock so accepted for payment and paid for Shares beneficially owned by Sub plus Parent or its affiliates bears to the total 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 Shares then outstanding, and the . The Company shall, at such timeupon request of Parent, promptly take all actions necessary to cause Sub’s Parent's designees to be so elected or appointed elected, including, if necessary, increasing the size of the Company Board (to the Company Boardextent permitted by the Company's Certificate of Incorporation and By-laws) and/or seeking the resignations of one or more existing directors, provided provided, however, that in the event that Sub’s designees are appointed or elected prior to the Company Board, until the Effective Time (as defined in Section Section 2.2), the Company Board shall at all times have at least three directors two members who are members of the Company Board on the date of this Agreement and who are not neither officers of the Company or any of its subsidiaries, or officers or directors of Purchaser or any of its affiliates (the “"Independent Directors”"); and provided further that, in such event, if . If the number of Independent Directors shall be is reduced below three for any reason whatsoevertwo prior to the Effective Time, the remaining Independent Directors Director shall be entitled to nominate 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 to be an Independent Director for all purposes of this Agreement or, if Agreement. 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 are shall not officers, employees, stockholders be officers or affiliates of the CompanyCompany or any of its subsidiaries, or officers, directors or affiliates of Parent or Subany of its subsidiaries, and such persons shall be deemed to be Independent Directors for all purposes of this Agreement. Subject . (b) The Company's obligations to applicable Law, appoint Parent's designees to the Company Board shall take all action requested by Parent necessary be subject 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. The Company shall, at its expense, promptly take all actions required pursuant to such Section and the Company Rule in order to fulfill its obligations under this Section Section 1.3 and shall make such mailing with the mailing of include in the Schedule 14D-9 (provided that Sub shall have provided such information with respect to the Company on a timely basis all 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 required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoingitself, the Company shall promptlyand its officers, at the option of Sub, either increase the size of the Company Board or obtain the resignation of directors and affiliates required by such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed Section and Rule to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 SubCompany. (bc) Following the election or appointment of Sub’s Parent's designees pursuant to this Section 1.03(a) until Section 1.3 and prior to the Effective TimeTime (as defined in Section Section 2.2), the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any or 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 expressly 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 acts of Parent or permitted consent or action by the Company Board hereunder Purchaser or any waiver of any of the Company’s 's rights hereunder, shall require the concurrence of a majority of the Independent Directors (or Parent’s or Sub’s obligations under this Agreementin the case where there is only one Independent Director, the concurrence of such Independent Director).

Directors. (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 shall, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, Sub representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals which is the product of (ia) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by MULTIPLIED BY (iib) a fraction, the percentage that (A) such numerator of which is the number of shares of Company Common Stock so accepted for payment and paid for by Sub plus and the denominator of which is the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary outstanding at the time of Parent bears to (B) the number of such shares outstandingSub's designation, and the Company shall, at such time, cause Sub’s 's designees to be so elected or appointed to the Company Board; PROVIDED, provided HOWEVER, that in during the event that period commencing with the election or appointment of Sub’s 's designees are appointed or elected to the Company Board, Board until the Effective Time Time, the Company Board shall have at least three directors who are members of the Company Board 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”"INDEPENDENT DIRECTORS"); and provided further thatPROVIDED FURTHER, in HOWEVER, that if during such event, if period the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill any such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three persons to fill such vacancies who are not officersShareholders, employees, stockholders officers or affiliates Affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Lawlaw, the Company shall take all action requested by Parent necessary to effect for the purpose of effecting any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) appointment 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 '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 's designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts Prior to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 concurrence of a majority Company shall cause each member of the Independent Directors shall be required for any amendment Company Board, other than Sub's designees, to this Agreement, any termination execute and deliver a letter effectuating his or her resignation as a director 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 expressly 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 Company Board hereunder or any waiver of any of effective immediately prior to the Company’s rights or Parent’s or Sub’s obligations under this AgreementEffective Time.

Directors. (a) Promptly upon The number of Directors of the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock shall not be changed except pursuant to an amendment to the OfferRestated M&A. For so long as there is any Series A Preferred Share outstanding, Sub 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 such number two (2) Directors (collectively the “Series A Directors”), one of directors on the Company Board whom shall be a person designated by JAFCO so long as will give Sub, subject to compliance with Section 14(fJAFCO holds at least fifteen percent (15%) of the Exchange ActSeries A Preferred Shares (or Shares resulting from the conversion thereof or exchange therefor) it held as of the date hereof, representation on and the Company Board equal to at least that number of directors, rounded up to other (the next whole number, that equals the product of “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 total number of directors on the Company Board (giving effect then outstanding Series A Preferred Shares and it exercises its right to the directors elected pursuant to this sentence) multiplied by designate a Director, or (ii) by the percentage that (A) such number holders 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 Series A Preferred Shares in the event that Sub’s designees are appointed Intel (Cayman) does not or elected 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 Company Board, until the Effective Time the Company Board shall have at least three directors who are members 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 Board on and the Shareholders acknowledge that as of the date of this Agreement 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 (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 are not officers 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 “Independent DirectorsCEO”); ) and provided further that, in such event, if the number of Independent Directors Director shall be reduced below three for any reason whatsoever, referred to herein as the remaining Independent Directors “CEO Director.” The nineth (9th) Director shall be entitled to nominate an independent director appointed or removed by a person to fill such vacancy who shall be deemed to be an Independent Director for purposes vote of this Agreement or, if no Independent at least six (6) 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 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 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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(a8.5 (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 removed from office unless (A) until such removal is directed or approved by the Effective TimeShareholder(s) which originally designated or appoint such Director, or (B) the concurrence 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. Any vacancy on the Board occurring because of the death, resignation or removal of a majority Director shall be filled by the vote or written consent of the Independent Directors shall be required for any amendment to this Agreement, 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 expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any same Shareholder(s) which nominated and elected 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this AgreementDirector.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock the Purchaser for Shares pursuant to the Offer, Sub and from time to time thereafter, the Purchaser shall be entitled to designate such number of directors on the Company 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 on the Board of Directors of the Company as is equal to the product of (i) the total number of directors on the Board of Directors of the Company Board (determined after giving effect to the directors elected designated by the Purchaser pursuant to this sentence) multiplied by (ii) the percentage that (A) such the aggregate number of shares of Company Common Stock so accepted for payment and paid for Shares beneficially owned by Sub plus the Purchaser or its affiliates bears to the total 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 Shares then outstanding, and the Company shall, at such time, cause Sub’s designees subject 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 reduced below three for any reason whatsoever, 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 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 necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing upon request of the Schedule 14D-9 (provided that Sub shall have provided Purchaser, promptly take all actions necessary to cause the Company on a timely basis all information required Purchaser's designees to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoingso elected, the Company shall promptlyincluding, at the option of Subif necessary, either increase promptly increasing the size of the Board of Directors of the 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 obtain designees of the resignation Purchaser or any of such 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 current directors affiliates and who shall be a director not deemed to be a Purchaser Insider for all purposes of this Agreement. At such time, the 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 Sub’s the Purchaser's designees to be elected or appointed to the Board of Directors of the Company, and shall include in the Schedule 14D-9 such information with respect to the Company Board and its officers and directors as provided above. The Company shall also use is required under such Section and Rule in order to fulfill its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action obligations under this Agreement) Section 1.03. Parent will supply in writing any information with respect to itself and each board of its officers, directors of each subsidiary of and affiliates required by such Section and Rule to the Company designated by SubCompany. (bc) Following From and after the election or appointment of Sub’s the Purchaser's designees pursuant to this Section 1.03(a) until 1.03 and prior to the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any or 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 expressly 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 acts of Parent or the transactions contemplated hereby, any required Purchaser or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s 's rights hereunder, or Parent’s or Sub’s obligations under any other action taken by the Board of Directors of the Company in connection with this Agreement, will require the concurrence of a majority of the directors of the Company then in office who are not Purchaser Insiders.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Parent or Merger Sub for, any shares of Company Common Stock Shares pursuant to the Offer, Parent or Merger Sub shall be entitled to designate such number of directors on members of the Board of Directors of the Company 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, that equals which 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) such number of shares of Company Common Stock Shares so accepted for payment and paid for by Sub pursuant to the Offer plus the number of shares of Company Common Stock Shares otherwise owned by Parent, Merger Sub or any other subsidiary of Parent bears to (B) the number of such shares Shares outstanding, and the Company shall, at such time, cause Sub’s such designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that Sub’s such designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company such Board of Directors shall have at least three directors who are members of the Company Board directors on the date of this Agreement and who are not officers will be independent for purposes of Rule 10A-3 under the Company Exchange Act (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 any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three persons to fill such vacancies who are not officers, employees, stockholders or affiliates will be independent for purposes of Rule 10A-3 under the Company, Parent or SubExchange Act, 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 necessary to effect any such election or appointmentelection, including mailing to its stockholders 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 Sub’s such designees). In connection with the foregoing, the Company shall promptly, at the option of SubParent, 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 such designees to be elected or appointed to the Board of Directors of the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 Parent’s or Merger Sub’s designees pursuant to Section 1.03(a6.10(a) until 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 obligations of Parent or Merger Sub or waiver of the Company’s rights hereunder shall require the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this AgreementDirectors.

Directors. (a) Promptly Subject to compliance with applicable Law, promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock the Purchaser for Shares pursuant to the OfferOffer representing at least such number of Shares as shall satisfy the Minimum Condition, Sub and from time to time thereafter, Parent shall be entitled to designate such number of directors on the Company 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 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 percentage that (A) such the aggregate number of shares of Company Common Stock so accepted for payment and paid for Shares beneficially owned by Sub plus Parent or its Affiliates bears to the total 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 Shares then outstanding, and the Company shall, at such timeupon request of Parent, promptly take all actions necessary to cause SubParent’s designees to be so elected elected, including, if necessary, seeking the resignations of one or appointed more existing directors; provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company BoardBoard (as long as Parent and its Affiliates beneficially own a majority of the Common Shares of the Company); provided further, provided that in the event that Sub’s designees are appointed or elected prior to the Company Board, until the Effective Time (as defined in Section 2.2), the Company Board shall always have at least three 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 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 Purchaser Insiders is reduced below three for any reason whatsoevertwo prior to the Effective Time, the remaining Independent Directors director who is not a Purchaser Insider shall be entitled to nominate designate a person Person to fill such vacancy who is not a Purchaser Insider and who shall be a director not deemed to be an Independent Director a Purchaser Insider 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 such persons shall be deemed to be Independent Directors for all purposes of this Agreement. Subject . (b) The Company’s obligations to applicable Law, appoint Parent’s designees to the Company Board shall take all action requested by Parent necessary be subject 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 Company shall also use promptly take all actions required pursuant to such Section and Rule in order to fulfill its reasonable efforts obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of 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 Board established any information with respect to take action under this Agreement) itself and each board of its officers, directors of each subsidiary of the Company designated and Affiliates required by Subsuch Section and Rule. (bc) Following the election or appointment of SubParent’s designees pursuant to this Section 1.03(a) until 1.3 and prior to the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any or 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 expressly 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 acts of Parent or the transactions contemplated hereby, any required Purchaser or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights hereunder, will require the concurrence of a majority of the directors of the Company then in office who are not Purchaser Insiders (or Parent’s in the case where there are two or Sub’s obligations under this Agreementfewer directors who are not Purchaser Insiders, the concurrence of one director who is not a Purchaser Insider) if such amendment, termination, extension or waiver could be reasonably likely to have an adverse effect on the minority stockholders of the Company.

Directors. (a) Promptly upon the acceptance for payment of, and payment by after such time as Sub for, any shares of Company Common Stock purchases Shares pursuant to the Offer, Sub shall be entitled entitled, to the fullest extent permitted by law, to designate such at its option up to that number of directors on directors, rounded to the Company nearest whole number, of the Company's Board as will give Subof Directors, subject to compliance with Section 14(f) of the Exchange Act, representation on as will make the Company Board percentage of the Company's directors designated by Sub 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 (ii) the percentage that (A) such number of the aggregate voting power of the shares of Company Common Stock so accepted for payment and paid for held by Sub plus the number of shares of Company Common Stock otherwise owned by Sub Parent or any other subsidiary of Parent bears to (B) the number of such shares outstandingits Subsidiaries; provided, and the Company shallhowever, 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 's designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company such Board of Directors shall have at least three directors who are members of the Company Board 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 be entitled to nominate designate a person or persons to fill such vacancy who 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 two three persons to fill such vacancies who are shall not officers, employees, stockholders be officers or affiliates of the CompanyCompany or any of its subsidiaries, or officers or affiliates of Parent or Subany of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject 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 of the Company with respect to this Agreement, will require the concurrence of a majority of the Independent Directors and 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 Lawlaw, the Company shall take all action requested by Parent that is reasonably necessary to effect any such election or appointmentelection, 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 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 's designees). In connection with the foregoing, the Company shall will promptly, at the option of SubParent, to the fullest extent permitted by law, either increase the size of the Company Company's Board or of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub’s 's designees to be elected or appointed to the Company Company's Board of Directors as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub forfor any Shares accepted by Sub for payment pursuant to the Offer at the Acceptance Time, any shares which Shares represent at least a majority of Company Common Stock the issued and outstanding Shares pursuant to the Offer, Sub Parent shall be entitled to designate such number of directors on the Company Board of Directors as will give SubParent, subject to compliance with Section 14(f) of 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, that equals which is the product of (ix) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (iiy) the percentage that (AI) such number of shares of Company Common Stock Shares so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock Shares otherwise owned by Parent, Sub or any other subsidiary of Parent bears to (BII) the number of such shares Shares outstanding, and the Company shall, at such time, cause SubParent’s designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that SubParent’s designees are appointed or elected to the Company BoardBoard of Directors, until the Effective Time Time, the Company Board of Directors shall have at least three (3) directors who are members of the Company Board directors on the date of this Agreement and who are not officers “independent directors” for the purposes of the Company NASDAQ listing requirements (the “Independent Directors”); and provided further provided, further, that, in such event, if the number of Independent Directors shall be reduced below three (3) for any reason whatsoever, the any remaining Independent Directors (or Independent Director, if there shall be only one remaining) 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 such persons 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 Board of Directors shall appoint in the event of the death, disability or resignation of the Independent Directors, each of whom shall, following such appointment to the Company Board of Directors, shall be deemed to be an Independent Director pursuant to this Section 6.10. From and after the Acceptance Time, the Company and 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 of (i) each committee of the Company Board of Directors, (ii) each board of directors (or similar body) of each of the Company’s Subsidiaries, 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 Company and Parent shall take all action requested by Parent necessary to effect any such election or appointmentelection, including mailing to its stockholders 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 timely basis basis, and shall be solely responsible for, all information required to be included in the Information Statement with respect to SubParent, Sub and Parent’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its current directors directors, or both, as is necessary to enable SubParent’s designees to be elected or appointed to the Company Board of Directors as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 Notwithstanding anything in this Agreement to the election or appointment of Subcontrary, if Parent’s designees pursuant constitute a majority of the Company Board of Directors after the Acceptance Time and prior to Section 1.03(a) until the Effective Time, then the concurrence affirmative vote of a majority of the Independent Directors (or if only one (1) exists, then the vote of such Independent Director) shall be required for any amendment to this Agreement, any termination of (i) amend or terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub (ii) exercise or Parent under this Agreement (except as expressly 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 Company Board hereunder or any waiver of waive any of the Company’s rights rights, benefits or Parent’s remedies hereunder, if such action would materially and adversely affect holders of Shares other than Parent or Sub’s obligations , (iii) amend the certificate of incorporation or bylaws of the Company, or (iv) take any other action of the Company Board of Directors under or in connection with this AgreementAgreement 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 entire Company Board of Directors.

Directors. (a) Promptly upon Following the acceptance for payment of, Acceptance Date and the payment by Merger Sub for, any shares for such number of Company Common Stock Shares validly tendered and not properly withdrawn pursuant to the OfferOffer as satisfies the Minimum Condition, Sub 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 entitled to designate such number of directors on the Company 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, 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 elected pursuant to this sentenceSection) multiplied by and (ii) the percentage that (A) such the number of shares of Company Common Stock so Shares beneficially owned by Parent and/or Merger Sub (including Company Shares accepted for payment and actually paid for by Merger Sub plus pursuant to the Offer) bears to the total 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 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 Company shall, at such time, shall cause SubParent’s designees to be so elected or appointed to the Company Board, provided that in including by increasing the event that 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 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), upon Merger Sub’s designees are appointed or elected request, 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) 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 majority of the Effective Time outstanding Company Shares on a fully-diluted basis, the Company Board shall have at least three directors who are use its commercially reasonable efforts to ensure that all of the members of the Company Board on and such committees and boards as of the date of this Agreement and hereof who are not officers employees of the Company remain members of the Company Board and such committees and boards until the Effective Time. (b) The Company’s obligations to appoint Parent’s designees to the “Independent Directors”); and provided further that, in such event, if the number of Independent Directors Company Board shall be reduced below three for any reason whatsoever, the remaining Independent Directors shall be entitled subject 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 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 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 Company shall also use its reasonable efforts promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of 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 Board established in writing and be solely responsible for any information with respect to take action under this Agreementitself and its nominees, officers, directors and affiliates required by Section 14(f) and each board of directors of each subsidiary of the Company designated by SubRule 14f-1. (bc) Following the election or appointment of SubParent’s designees pursuant to Section 1.03(a) and until the Effective Time, the concurrence approval of a majority of the directors of the Company then in office who were not designated by Parent (the “Independent Directors Directors”) shall be required for to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any amendment action by any other director of the Company, shall be required to this Agreement, authorize) any termination of this Agreement by the Company, any extension by the Company amendment of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly 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 requiring action by the Company Board 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 rights certificate of incorporation and bylaws if such action would adversely affect or Parent’s would reasonably be expected to adversely affect the holders of Company Shares (other than Parent or Merger Sub’s obligations ), or (ii) any other action of the Company Board under or in connection with this AgreementAgreement if such action would adversely affect, or would reasonably be expected to adversely affect, the holders of Company Shares (other than Parent or Merger Sub).

Directors. (a) Promptly upon Sub having acquired a ---------- majority of the acceptance for payment of, combined voting power of the Shares and payment by Sub for, any shares of Company Common Stock pursuant to the OfferClass B Shares, Sub shall be entitled to designate such number of directors on the Board of Directors of the Company 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 (ii) the 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 a majority of such shares outstandingdirectors, and the Company shall, at such time, cause Sub’s 's designees to be so elected or appointed to the Company Boardby its existing Board of Directors; provided, provided however, that in the event that -------- ------- Sub’s 's designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company such Board of Directors shall have at least three directors who are members of the Company Board 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 be entitled to nominate designate a person or persons to fill such vacancy who 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 two three persons to fill such vacancies who are shall not officers, employees, stockholders be officers or affiliates of the CompanyCompany or any of its subsidiaries, or officers or affiliates of Parent or Subany of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Lawlaw, the Company shall take all action requested by Parent that is reasonably necessary to effect any such election or appointmentelection, 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 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 's designees). In connection with the foregoing, the Company shall will promptly, at the option of SubParent, either increase the size of the Company Company's Board or of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub’s 's designees to be elected or appointed to, and to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 concurrence of constitute a majority of the Independent Directors shall be required for any amendment to this Agreementdirectors on, any termination of this Agreement by the Company, any extension by the Company 's Board of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except Directors as expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreementprovided above.

Directors. (a) Promptly upon the acceptance for payment of, purchase of and payment for any Shares by Sub forYahoo! or Purchaser which represents at least a majority of the outstanding Shares (on a Fully Diluted Basis), any shares of Company Common Stock pursuant to the Offer, Sub Yahoo! shall be entitled to elect or designate such number of directors on the Company 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 on Launch's Board of Directors as is equal to the product of (i) the total number of directors on the Company Launch's Board of Directors (giving effect to the directors elected or designated by Yahoo! pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Purchaser, Yahoo! and any of their affiliates bears to the total number of Shares then outstanding (A) including for purposes of this Section 1.3 such Shares as are 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). Launch shall, upon Yahoo!'s request, use its reasonable efforts either to promptly increase the size of Launch's Board of Directors, including by amending the 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 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 its incumbent directors, or any other subsidiary of Parent bears both, as is necessary to (B) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s enable Yahoo!'s designees to be so elected or appointed 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 Company Boardnext 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, provided 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 any 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 in 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 Sub’s Yahoo!'s designees are appointed elected or elected designated to the Company BoardLaunch's Board of Directors as contemplated by Section 1.3(a), then, until the Effective Time the Company (as defined in Section 1.5), Launch shall cause Launch's Board shall of Directors to have at least three two (2) non-employee directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company hereof (the “"INDEPENDENT DIRECTORS"), provided, however, that if any Independent Directors”); and provided further that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoeverDirector is unable to serve due to death or disability, the remaining Independent Directors Director(s) shall be entitled to nominate elect or designate another person (or persons) who serves as a person director on the date hereof to fill such vacancy who vacancy, and such person (or persons) shall be deemed to be an Independent Director for purposes of this Agreement or, if Agreement. If no Independent Directors Director then remainremains, 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 not officers, employees, stockholders or affiliates of directors on the Company, Parent or Sub, date hereof) to fill such vacancies 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 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 Notwithstanding anything in this Agreement to the Company on contrary, if Yahoo!'s designees constitute a timely basis all information required to be included in majority of Launch's Board of Directors during the Information Statement with respect to Sub’s designees). In connection with period after the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation election 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 Yahoo! pursuant to this Section 1.03(a) until 1.3 but prior to the Effective Time, the concurrence 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 Independent Directors (or, if there shall be only one Independent Director, the affirmative vote of the single Independent Director) shall be required for 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 amendment to this Agreement, any termination other action of this Agreement by the Company, any extension by the Company Launch's Board of the time for the performance of any of the obligations of Sub Directors under or Parent under this Agreement (except as expressly 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 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 such actions and the transactions contemplated hereby, any required or permitted consent or action actions referenced in the immediately prior sentence may be effected by the Company Board hereunder or any waiver of any majority vote of the Company’s rights or Parent’s or Sub’s obligations under this Agreemententire Launch Board of Directors.

Directors. (a) Promptly upon The Board of Directors shall consist of up to nine (9) members who shall be appointed as follows: (1) the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub Founders shall be entitled to designate appoint one (1) director until such number time as the Founders, together, cease to hold 7% or more of directors on the issued and outstanding share capital of the Company Board as on an as-converted basis, after which they will give Subno longer have the right to appoint a director. However, subject to compliance with Section 14(f) notwithstanding the previous sentence, during the 18 month period commencing upon the closing of the Exchange ActPoalim Agreement, representation on 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 outstanding share capital of the Company Board equal on an as-converted basis after which they will no longer have the right to at least that number appoint a director. In the event the Founders will no longer be entitled to appoint a director, the directorship which is vacated shall thereafter be held by another independent industry expert to be appointed by a majority of directors, rounded up to the next whole number, that equals the product of (i) the total number of other directors on the Company Board (giving effect to the directors elected appointed pursuant to this sentenceArticles 65(a)(2)-(3) multiplied by (ii) the percentage below, such 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 two directors who are members of the Company Board independent industry experts may thereafter serve on the date Board of this Agreement Directors; (2) each of Pitango, Star, Genesis 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 Orbotech shall be entitled to nominate a person appoint one (1) director to fill such vacancy who shall be deemed to be an Independent Director the Board of Directors of the Company for purposes so long as it holds Preferred Shares constituting more than 5% 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 issued and outstanding share capital of the Company, Parent or Subon an as converted basis, and such persons thereafter the directorship which was vacated shall be deemed 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)(2); (3) each of Poalim Ventures and Wellington shall be Independent Directors entitled to appoint one (1) director for purposes so long as it holds Preferred Shares constituting more than 3% of this Agreement. Subject 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; (4) the majority of the other directors appointed pursuant to applicable LawArticles 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 take all action requested be a director if he or she is appointed as a director 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 concurrence of a majority of the Independent Directors shall be required for any amendment directors appointed pursuant to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.Articles 65(a)(l)-(3) above;

Directors. (a) Promptly upon the acceptance for payment of, of and payment by Sub for, the Purchaser for any shares of Company Common Stock Shares pursuant to the Offer, Sub and from time to time thereafter as Shares are accepted for payment and paid for by the Purchaser, the Purchaser shall be entitled to designate such number of directors on the Company Board Company's Directors, rounded to the nearest whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, Purchaser representation on the Company Company's Board of Directors equal to at least that number of directors, rounded up to the next whole number, that directors which equals the product greater of (i) a majority and (ii) the product of the total number of directors on the Company Board Company's Directors (after giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares of Company Common Stock Shares so accepted for payment and paid for by Sub plus the Purchaser bears to 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 Shares outstanding, and the Company shall, upon the written request of the Purchaser, at such time, promptly take such actions as are necessary to cause Sub’s the Purchaser's designees to be so elected or appointed appointed, including without limitation increasing the size of the Company's Board of Directors or using its best efforts to secure the Company Boardresignations of incumbent directors or both; PROVIDED, provided that in HOWEVER, that, notwithstanding the event that Sub’s designees are appointed or elected Purchaser's right to designate certain of the Company BoardCompany's Directors, until the Effective Time (as defined in Section 2.3), the Company Board Company's Directors shall have include at least three directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company hereof (the “"Independent Directors”"); and provided further further, that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, the any remaining Independent Directors shall be entitled to nominate designate a person to fill such vacancy who vacancies and such person shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three persons to fill such vacancies who are shall not be designees, stockholders, directors, officers, employees, stockholders employees or affiliates of the Company, Parent or Subthe Purchaser, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Lawlaws, the Company shall take all action requested by Parent necessary to effect any such the election or appointmentof directors as provided in this Section 1.3(a), 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 thereunder as part of the Schedule 14D-9 (provided that Sub 14D-9. The Parent and the Purchaser shall have provided supply to the Company on a timely basis all and be solely responsible for any 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 them and their designees required by Section 14(f) 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) Exchange Act and each board of directors of each subsidiary of the Company designated by SubRule 14f-1 promulgated thereunder. (b) Following Notwithstanding anything in this Agreement to the election contrary, subject to the terms of the Company's Certificate of Incorporation and By-laws, in the event that the Purchaser's designees are appointed or appointment elected as Company Directors, after the acceptance for payment of Sub’s designees Shares pursuant to Section 1.03(a) until the Offer and prior to the Effective Time, the concurrence affirmative vote of a majority (or, if there is only one or two Independent Directors, the single or unanimous vote, as the case may be) of the Independent Directors (who shall act as an independent committee of the Board of Directors for this purpose) shall be required for any amendment required, and alone shall be sufficient, to this Agreement, any termination of (i) amend or terminate this Agreement by the Company, (ii) exercise or waive any extension of the Company's rights or remedies hereunder, (iii) extend the time for performance of the Parent's and the Purchaser's respective obligations hereunder, or (iv) approve any other action by the Company that the Independent Directors reasonably determine would materially adversely affect the interests of the time for the performance of any stockholders of the obligations Company (other than the Parent, the Purchaser and their affiliates) with respect to the transactions contemplated hereby. The Board of Sub or Directors shall not delegate any matter set forth in this Section 1.3(b) to any committee of the Board. (c) The Company hereby represents and warrants that the Company's Directors, at a meeting duly called and held, has by unanimous vote, acknowledging that such vote will be relied upon by the Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors and the Purchaser in connection with the transactions contemplated herebyhereby and, any required to the extent permitted by applicable law, shall therefore be irrevocable and not subject to amendment, repeal or permitted consent or action by modification, resolved in accordance with Section 5.13 of the Company Board hereunder or any waiver Agreement and Plan of Merger dated as of October 30, 1997, among the Company, BILC Acquisition Corp, and ILC Technology Inc. (the "ILC Merger Agreement"), that (i) prior to the Effective Time any of the Company’s rights 's Directors elected on behalf of the Purchaser pursuant to paragraph (a) above shall constitute "Company Nominees" and "BEC Nominees" (as such terms are defined in the ILC Merger Agreement) and (ii) from and after the Effective Time, all of the Company's Directors nominated or Parent’s designated for election by the Parent or Sub’s obligations under this the Purchaser shall constitute "Company Nominees" and "BEC Nominees" pursuant to Section 5.13 of the ILC Merger Agreement.

Directors. (ac) Promptly upon The Company hereby covenants and agrees that, from and after the acceptance Funding Time, KLIM shall have the right to nominate up to six (6) individuals designated by KLIM to the Board (each a “KLIM Director”), which may include one or more directors of the Company as of the date of this Agreement. XXXX acknowledges and agrees that each of the following existing directors of the Company shall be deemed to constitute a KLIM director as of the date of this Agreement: Xxxxxx Xxxxx, Xxxxxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxxx. To the extent that there are not six (6) KLIM Directors appointed to the Board as of the earlier of the dates set forth in clauses (i) and (ii) above, the Company agrees to take all actions within its control as may be necessary to cause up to six KLIM Directors to be appointed to the Board, with each appointment to occur promptly after designation of an individual as a KLIM Director. (d) If any KLIM Director is unable or unwilling to serve as a director, resigns as a director, is removed as a director or ceases to be a director for payment ofany other reason (including any failure of a KLIM Director to be elected at any meeting of Company stockholders), KLIM shall have the right to designate a replacement KLIM Director and payment the Company shall promptly take all actions within its control to cause such replacement KLIM Director to be appointed to the Board. If at any time after the changes to the size and composition of the Board contemplated by Sub forSection 1(b) and Section 1(c) above have been implemented (i) the KLIM Directors appointed to the Board represent less than a majority of the directors in office at such time and (ii) KLIM has designated one or more KLIM Directors that have not been appointed to the Board but if so appointed the KLIM Directors would represent a majority of the directors in office at such time, the Company hereby agrees that the Board will not approve any action until such time as the KLIM Directors that have been designated by KLIM have been appointed to the Board in accordance with this Agreement. (e) Each KLIM Director will be nominated by the Company for election to serve as a director on the Board at each applicable annual or special meeting of the Company’s stockholders from and after the Funding Time and (i) the Board will recommend that the stockholders of the Company vote to elect each KLIM Director as a director of the Company at any such annual or special meeting, (ii) the Company will use its commercially reasonable efforts (which will include the solicitation of proxies) to obtain the election of each KLIM Director at any such annual or special meeting and (iii) the Company will cause all shares of Company Common Stock common stock represented by proxies granted to it (or any of its representatives) to be voted in favor of the election of each KLIM Director as a director of the Company at any such annual or special meeting to the extent permitted pursuant to such proxies. (f) Promptly after the OfferFunding Time (and in any event within five (5) days thereof), Sub the Board will form a Litigation and Non-Recurring Payables Committee of the Board (the “Litigation and Non-Recurring Payables Committee”) with such committee to have such powers and responsibilities as set forth on Schedule A attached hereto (the “Committee Responsibilities”). Any amendment to the Committee Responsibilities will require the consent of KLIM. The Board, following the formation of the Litigation and Non-Recurring Payables Committee, shall appoint Xxxxxxx Xxxxx (or such other KLIM Director as designated by XXXX) as the chair of the Litigation and Non-Recurring Payable Committee. The Company agrees that the other members of the Litigation and Non-Recurring Payable Committee (including any replacements thereof) shall be subject to the approval of KLIM. (g) Each KLIM Director shall be entitled to designate such number of directors on the Company Board as will give Subsame retainer, subject to compliance with Section 14(f) of the Exchange Actequity compensation and other fees or compensation, representation on the Company Board equal to at least that number of directorsincluding travel and expense reimbursement, rounded up paid to the next whole number, that equals the product of (i) the total number of non-employee directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the 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 for service as a director, including for serving on the date of this Agreement and who are not officers any committee of the Company Board. The Company’s non-employee director compensation program (both amount and form) shall be subject to the “Independent Directors”); and provided further thatapproval of KLIM. Any director minimum share ownership requirements shall be deemed satisfied in respect of the KLIM Directors by any shares of common stock held by KLIM or one or more of its Affiliates. (h) Each KLIM Director, in such eventeach case upon appointment to the Board, if the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors shall be entitled to nominate the same indemnification rights as other non-employee directors of the Company and the Company shall enter into an indemnification agreement with each KLIM Director (in the form signed by each current member of the Board) and the Company shall use its commercially reasonable efforts to maintain, in full force and effect, directors’ and officers’ liability insurance to the same extent that it provides insurance, as of the date hereof, for the non-employee directors on the Board. The Company acknowledges and agrees that it is the indemnitor of first resort (with respect to each KLIM Director in connection with matters arising from service as a person to fill such vacancy who shall be deemed to be an Independent Director director of the Company). (i) Effective upon the Funding Time and for purposes so long as KLIM has Board designation rights under this Agreement, KLIM hereby waives its rights under Article IV of this that certain Third Amended and Restated Stockholders’ 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 Subdated as of July 14, 2021, by and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, among 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 stockholders 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 Subnamed therein. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly Effective upon the acceptance for payment of, and payment by Merger Sub for, any shares of Company Common Stock Shares pursuant to the OfferOffer (the "OFFER ACCEPTANCE TIME"), Sub Parent shall be entitled to designate such number of four (4) directors on the Company Company's Board as will give Subof Directors; PROVIDED, subject to compliance with Section 14(f) of the Exchange ActHOWEVER, representation on the Company Board equal to at least that number of directors, rounded up prior to the next whole numberEffective Time, that equals the product Company's Board 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) 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 Directors shall always have at least three (3) members who were directors who are members of the Company Board on the date of this Agreement and who are not officers prior to consummation of the Company Offer (the “Independent Directors”each, a "CONTINUING DIRECTOR"); and provided further thatPROVIDED, HOWEVER, that if Merger Sub purchases 85% or more of the Shares in such eventthe Offer, if the number of Independent Continuing Directors shall be one (1). If the number of Continuing Directors is reduced below to fewer than three (3) for any reason whatsoeverprior to the Effective Time, the remaining Independent and departing Continuing Directors shall be entitled to nominate designate a person Person or Persons to fill the vacancy and Parent shall take all such vacancy who shall be deemed actions as are necessary to cause the Person or Persons so designated to be an Independent Director for purposes so appointed. Notwithstanding anything in this Agreement to the contrary, Parent agrees that it shall not take any of the following actions without the affirmative vote of a majority of the Continuing Directors: (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement orAgreement, 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 (b) waive any of the Company's rights, Parent 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 such persons 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 deemed subject 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 14f-l 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to promptly 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 all actions required pursuant to this Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment 1.3 and Rule 14f-l in order to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s fulfill its obligations under this AgreementSection 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 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, officers, directors and affiliates required by Section 14(f) and Rule 14f-1.

Directors. (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, Sub Parent shall be entitled to designate such number of directors on the Company Board of Directors as will give SubParent, subject to compliance with Section 14(f) of 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, that equals which is the product of (ix) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (iiy) the percentage that (AI) 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 (BII) the number of such shares of Company Common Stock outstanding, and the Company shall, at such time, cause SubParent’s designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that SubParent’s designees are appointed or elected to the Company BoardBoard of Directors, until the Effective Time the Company Board of Directors shall have at least three directors who are members of the Company Board 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 any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three persons to fill such vacancies who are not officers, employees, stockholders officers or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. 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 of Directors, (ii) each board of directors (or similar body) of each of the Company’s Subsidiaries, 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 Company shall take all action requested by Parent necessary to effect any such election or appointmentelection, 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 of Directors or obtain the resignation of such number of its current directors directors, or both, as is necessary to enable Sub’s designees to be elected or appointed to the Company Board of Directors as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 Notwithstanding anything in this Agreement to the election or appointment of Subcontrary, if Parent’s designees constitute a majority of the Company Board of Directors after the acceptance for payment of shares of Company Capital Stock pursuant to Section 1.03(a) until the Offer and prior to the Effective Time, then the concurrence affirmative vote of a majority of the Independent Directors (or if only one exists, then the vote of such Independent Director) shall be required for any amendment to this Agreement, any termination of (i) amend or terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub (ii) exercise or Parent under this Agreement (except as expressly 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 Company Board hereunder or any waiver of waive any of the Company’s rights rights, benefits or Parent’s remedies hereunder, if such action would materially and adversely affect holders of shares of Company Capital Stock other than Parent or Sub’s obligations , (iii) amend the certificate of incorporation or by-laws of the Company, or (iv) take any other action of the Company Board of Directors under or in connection with this AgreementAgreement 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 entire Company Board of Directors.

Directors. (a) Promptly upon the acceptance for payment of, and payment for, Shares by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall be entitled to designate such number of directors on the Board of Directors of the Company 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 (ii) the 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 a majority of such shares outstandingdirectors, and the Company shall, at such time, cause Sub’s 's designees to be so elected or appointed to the Company Boardby its existing Board of Directors; provided, provided however, that in the event that Sub’s 's designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company such Board of Directors shall have at least three two directors who are members directors of the Company Board on the date of this Agreement and who are not officers of the Company or any of its subsidiaries (the “"Independent Directors”)") and; and provided further that, in such event, if the number of Independent Directors shall be reduced below three two for any reason whatsoever, the remaining Independent Directors Director shall be entitled to nominate 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 are shall not officers, employees, stockholders be officers or affiliates of the CompanyCompany or any of its subsidiaries, or officers or affiliates of Parent or Subany of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. The Company shall, if requested by the Parent, also cause directors designated by the Parent to constitute at least a majority of (i) each committee of the Company'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 Lawlaw, the Company shall take all action requested by Parent necessary to effect any such election or appointmentelection, 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 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 's designees). In connection with the foregoing, the Company shall will promptly, at the option of SubParent, either increase the size of the Company Board of Directors of the Company, any subsidiary or any committee thereof and/or obtain the resignation of such number of its current directors or committee members as is necessary to enable Sub’s 's designees to be elected or appointed to, and to the Company Board constitute a majority of such boards and committees as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon Section 1. The property and business affairs of the acceptance Corporation shall be managed under the direction of the Board of Directors. Directors shall be elected by a plurality vote at the annual meeting or a special meeting of the shareholders and shall hold office for payment ofa term of one year or until their successors are elected and qualified. In case of the failure to hold the annual meeting on the date fixed herein for the same to be held, and payment by Sub forthe directors shall hold over until the next annual meeting, any shares unless prior to said meeting a special meeting of Company Common Stock pursuant the shareholders for the purpose of electing directors has been held. Subject to the Offerrights, Sub shall be entitled if any, of any series of Preferred Stock to designate such elect additional directors under circumstances specified in the Articles of Incorporation and to the minimum and maximum number of authorized directors provided in the Articles of Incorporation, the authorized number of directors on will be as determined from time to time by the Company Board as will give Sub, subject to compliance with Section 14(f) of Directors. If no determination of the Exchange Actnumber of directors has been made by the Board of Directors, representation on the Company number of directors shall be [seven]. Section 2. Any vacancy occurring in the Board equal to of Directors caused by resignation, death or other incapacity, shall be filled by majority vote of the remaining members of the Board until the next annual meeting of shareholders; provided, however, that if the vote of the remaining members of the Board of Directors shall result in a tie, such vacancy shall be filled by the shareholders at least the next annual meeting of the shareholders or at a special meeting of the shareholders called for that purpose. Section 3. Any vacancy occurring in the Board of Directors, caused by an increase in the number of directors, rounded up to shall be filled by a majority vote of the members of the Board until the next whole numberannual meeting of shareholders; provided, however, that equals if the product vote of the members of the Board of Directors shall result in a tie, such vacancy shall be filled by the shareholders at the next annual meeting of the shareholders or at a special meeting of the shareholders called for that purpose. Section 4. A person shall not be nominated, stand for election or be elected as a director of the Corporation who (iI) at the total number time of directors on the Company Board his election shall be seventy (giving effect to the directors elected pursuant to this sentence70) multiplied by years of age or older, (ii) the 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”); 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 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 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 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement has retired from employment by the Company, any extension by the Company Corporation and is sixty-five (65) years of the time for the performance of any of the obligations of Sub age or Parent under this Agreement older or (except as expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreementiii) has retired from active business and professional vocations.

Directors. (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 entitled to designate such number of directors on the Company 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 (ii) the 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 As soon as reasonably practicable after the Effective Time Time, the Company Board Buyer shall have at least three directors who are cause four (4) current members of the Company Board on the date Company's board 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 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 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 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary the Buyer, conditional upon obtaining any necessary regulatory approvals. Such current members of the Company's board of directors shall be mutually agreed to by the Company and the Buyer and shall be appointed, at the sole discretion of the Buyer, as either Class I, Class II or Class III members of the Buyer's board of directors in a manner that ensures that each of such classes has an approximately equal number of directors. Beginning with the first annual shareholder meeting after such election or appointment and thereafter, such designated by Subpersons shall be subject to the same nomination and election procedures as the other directors on the Buyer's board of directors. The Buyer shall use its reasonable best efforts to obtain any regulatory approvals referred to in the first sentence of this Section 6.2(b)(i) prior to the Closing Date. (bii) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until As soon as reasonably practicable after the Effective Time, the concurrence of a majority Buyer Bank shall cause four (4) current members of the Independent Directors Company's board of directors to be elected or appointed to the board of directors of Buyer Bank, conditional upon obtaining any necessary regulatory approvals. Such current members of the Company's board of directors shall be required for any amendment mutually agreed to this Agreement, 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 expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection and Buyer Bank. Beginning with the transactions contemplated herebyfirst annual shareholder meeting after such election or appointment and thereafter, such designated persons shall be subject to the same nomination and election procedures as the other directors on Buyer Bank's board of directors. The Buyer shall use its reasonable best efforts to obtain any required regulatory approvals referred to in the first sentence of this Section 6.2(b)(ii) prior to the Closing Date. (iii) As soon as reasonably practicable after the Effective Time, Company Bank shall set the number of directors constituting its board of directors at the number of directors constituting Buyer Bank's board of directors and Buyer shall elect or permitted consent appoint to Company Bank's board of directors the directors serving on Buyer Bank's board of directors, conditional upon obtaining any necessary regulatory approvals. Beginning with the first annual shareholder meeting after such election or action by appointment and thereafter, such designated persons shall be subject to the same nomination and election procedures as the other directors on Company Bank's board of directors. The Buyer shall use its reasonable best efforts to obtain any regulatory approvals referred to in the first sentence of this Section 6.2(b)(iii) prior to the Closing Date. Prior to the Closing Date, the Company Board hereunder or any waiver of any shall use its reasonable best efforts to assist the Buyer accomplish the covenants contained in this Section 6.2(b)(iii). (iv) The Buyer shall offer to each member of the Company’s rights 's board of directors that is not elected or Parent’s appointed to the Buyer's board of directors, Buyer Bank's board of directors or Sub’s obligations under this AgreementCompany Bank's board of directors after the Effective Time pursuant to Sections 6.2(b)(i)-(iii) above membership on the Buyer's advisory board for the Alamance County, North Carolina market.

Directors. (a) Promptly Effective upon the acceptance for payment of, and payment by Merger Sub for, any of shares of Company Common Stock pursuant to the OfferOffer (the "APPOINTMENT TIME"), Sub Parent shall be entitled to designate such number of directors on the Company 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, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company Company's Board of Directors (giving effect to the election of any additional directors elected pursuant to this sentenceSection 1.3) multiplied by and (ii) the 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 Parent or Merger Sub or any other subsidiary (including shares of Parent Company Common Stock accepted for payment) bears to (B) the total number of such shares of Company Common Stock 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 reduced below three for any reason whatsoever, 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 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 reasonably necessary to effect cause Parent's designees to be elected or appointed to the Company's Board of Directors, 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 such election reason prior to the Effective Time, the remaining and departing Continuing Directors shall be entitled to designate a person to fill the vacancy. Notwithstanding anything in this Agreement to the contrary, if Parent's designees are elected to the Company's Board of Directors prior to the Effective Time, the affirmative vote of a majority of the Continuing Directors shall be required for the Company to (a) amend or appointmentterminate this Agreement or agree or consent to any amendment or termination of this Agreement, including mailing (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 stockholders the Information Statement containing the information required by Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 14f-l 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to promptly 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 all actions required pursuant to this Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment 1.3 and Rule 14f-l in order to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s fulfill its obligations under this AgreementSection 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 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, officers, directors and affiliates required by Section 14(f) and Rule 14f-1.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock for the Shares pursuant to the Offer, Sub shall be entitled to designate such number of directors on the Company 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, as will give Sub representation on the Board of Directors equal to at least that equals number of directors equal to 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 of Directors and (ii) the 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 Shares so purchased bears to (B) the number of such shares Shares outstanding, and the Company shall, at such time, use its best efforts to 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 appropriate number of directors who are members of the Company 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 of this Agreement hereof and who are not officers 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”"); and provided further thatprovided, in such eventfurther, that if the number of Independent Directors shall be reduced below three for any reason whatsoeverreason, the Board of Directors shall, subject to the approval of the remaining Independent Directors, if any, designate a person or persons to fill the vacancy or vacancies who are directors on the date hereof and not an officer, director, employee or affiliate of Parent or Sub nor an employee of the Company. Any vacancies that cannot be filled in the foregoing manner shall be filled by the Board of Directors at its discretion. (b) The Company's obligations to appoint Sub's designees to the Board of Directors shall be entitled subject 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 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 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, . Parent 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 supply and shall be solely responsible for all information required to be included in the Information Statement with respect to themselves, their officers, directors and affiliates, and 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 's designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreementrequired by Section 14(f) and each board of directors of each subsidiary of the Company designated by SubRule 14f-1. (bc) Following the election or appointment of Sub’s 's designees pursuant to this Section 1.03(a) and until the Effective Time, any amendment of this Agreement or the concurrence Articles of a majority Incorporation or Bylaws of the Independent Directors shall be required for any amendment to this AgreementCompany, 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 expressly 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 herebyacts of Parent or Sub, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s 's rights hereunder, or Parent’s any transaction between Parent (or Sub’s obligations under any affiliate or associate thereof) and the Company shall require the concurrence of a majority of the Independent Directors. The Independent Directors shall have the authority to retain such counsel and other advisors at the expense of the Company as are reasonably appropriate to assist them in the exercise of their duties in connection with this Agreement. In addition, the Independent Directors shall have the authority to institute any action on behalf of the Company to enforce performance of this Agreement.

Directors. (a) Promptly upon the acceptance for payment of, and payment for, 50.1% of the Shares by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall be entitled to designate such number of directors on the Board of Directors of the Company 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 (ii) the 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 a majority of such shares outstandingdirectors, and the Company shall, at such time, cause Sub’s 's designees to be so elected or appointed to the Company Boardby its existing Board of Directors; provided, provided however, that in the event that Sub’s 's designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company such Board of Directors shall have at least three two directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company (the “"Independent Directors”"); and provided further provided, further, that, in such event, if the number of Independent Directors shall be reduced below three two for any reason whatsoever, the remaining Independent Directors Director shall be entitled to nominate 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 are shall not officers, employees, stockholders be officers or affiliates of the CompanyCompany or any of its subsidiaries, or officers or affiliates of Parent or Subany of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Lawlaw, the Company shall take all action requested by Parent necessary to effect any such election or appointmentelection, 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 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 's designees). In connection with the foregoing, the Company shall will promptly, at the option of SubParent, either increase the size of the Company Company's Board or of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub’s 's designees to be elected or appointed to, and to constitute a majority of, the Company Company's Board of Directors as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the acceptance for payment ofSubject to article 94, and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall be entitled to designate such number of directors on the Company 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 (ii) the 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 Directors shall not 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 less than two (the “Independent Directorsprescribed minimum”) nor more than thirteen and shall be determined by the Board (the “Authorised Number”); and . The continuing Directors may act notwithstanding any vacancy in their body provided further that, in such event, if the number of Independent the Directors shall be is reduced below three for any reason whatsoeverthe prescribed minimum, the remaining Independent Director or Directors shall be entitled to nominate appoint forthwith an additional Director or additional Directors so that the Board comprises such minimum or shall convene a person to fill general meeting of the Company for the purpose of making such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement orappointment. If, 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 at any general meeting of the Company, Parent or Sub, (a) the Chairman determines that the number of persons properly nominated to serve as Directors exceeds the Authorised Number and such persons shall be deemed to be Independent (b) the number of Directors for purposes of this Agreement. Subject to applicable Law, is reduced below 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 Authorised Number due 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 failure of Sub, either increase the size of the Company Board one or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees more Directors to be elected or appointed to re-elected (as the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreementcase may be) 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 concurrence way of a majority of the Independent votes cast at that meeting or any adjournment thereof, then from the persons properly nominated to serve as Directors those receiving the highest number of votes in favour of election or re-election (as the case may be) shall be required 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 general meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to the provisions of the Acts and these articles) only until the conclusion of the annual general meeting of the Company next following such appointment. If, at any amendment to this Agreement, any termination meeting of this Agreement by the Company, any extension resolutions are passed by the Company a majority of the time for votes cast at that meeting or any adjournment thereof in respect of the performance 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 obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders votes cast at that meeting or any modification adjournment thereof in their favour, not be elected or withdrawal re-elected (as the case may be) to the Board; provided, that nothing in this provision will require or result in the removal of any a Director whose election or re-election to the Board was not voted on at 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreementmeeting.

Directors. (a) Promptly upon the acceptance for payment ofOffer Acceptance Time and all times thereafter, subject to compliance with applicable Laws and payment by Sub forthe applicable rules and regulations of the NYSE Listed Company Manual, any shares of Company Common Stock pursuant to the Offer, Merger Sub shall be entitled to designate such number of directors on the Company 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 on the Company Board as is equal to the product of (i) the total number of directors on the Company Board (after giving effect to the directors elected 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 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 its incumbent directors as are necessary or any other subsidiary of Parent bears desirable to (B) the number of such shares outstanding, and the Company shall, at such time, cause enable Merger Sub’s designees to be so elected or appointed designated to the Company Board, provided that in the event that and (B) cause Merger Sub’s designees are 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 elected designated by Merger Sub to constitute the same percentage (rounded up to the Company Board, until the Effective Time next whole number) as is on the Company Board shall have at least three directors who are members of each committee of the Company Board on to the date of extent permitted by applicable Laws and the NYSE Listed Company Manual. The Company’s obligations under this Agreement and who are not officers Section 1.3(a) shall be subject to Section 14(f) of the Company (the “Independent Directors”); Exchange Act 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 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 such persons shall be deemed to be Independent Directors for purposes of this AgreementRule 14f-1 promulgated thereunder. Subject to applicable Law, the The Company shall take all action requested by Parent necessary actions required pursuant to effect any such election or appointmentSection 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 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 not later than 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 time as is necessary to enable Merger Sub’s designees to be elected or appointed designated to the Company Board as provided aboveat the Offer Acceptance Time. The Merger Sub shall and Parent shall cause Merger Sub to supply the Company shall also use its reasonable efforts with, and be solely responsible for, information with respect to cause the Merger Sub’s designees and Parent’s and Merger Sub’s respective officers, directors and affiliates to be proportionately represented on each committee the extent required by Section 14(f) of the Company Board (other than Exchange Act and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any committee rights that any of Merger Sub, Parent or any of their respective Affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable Laws with respect to the Company Board established to take action under this Agreement) and each board election of directors of each subsidiary of the Company designated by Subor otherwise. (b) Following In the election or appointment of event that Merger Sub’s designees are designated to the Company Board pursuant to Section 1.03(a) 1.3(a), then, until the Effective Time, the concurrence 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 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 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 purposes of this Agreement. If no Continuing Director then remains, the 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 NYSE Listed Company Manual and eligible to serve on the Company’s audit committee under the Exchange Act and NYSE Listed Company Manual, 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, 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 contrary, 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 Independent Continuing Directors (or in the case 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 any amendment the Company to amend, modify or terminate this Agreement, any termination of this Agreement by the Company, any extension by (ii) for the Company of 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 Parent under this Agreement (except as expressly permitted hereunderany of their Affiliates), or (v) to take any recommendation to stockholders other action of the Company Board under or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors 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 transactions contemplated herebyholders 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 permitted consent 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 action the Company Board) in reasonable circumstances and other advisors at the expense of the Company as determined by the Continuing Directors, and the authority to institute any action on behalf of the Company Board hereunder to enforce performance of this Agreement or any waiver of any of the Company’s rights hereunder, in each case until the Closing. Following the Offer Acceptance Time and prior to the Effective Time, unless required by applicable Law or Parent’s applicable fiduciary duties or Sub’s obligations under this Agreementfor removal for good cause, neither Parent nor Merger Sub shall take any action to remove any Continuing Director.

Directors. (a) Promptly upon after the acceptance for payment ofAcceptance Time, and payment by Sub forfrom time to time thereafter, any shares of Company Common Stock pursuant to the Offer, Sub shall Purchaser will be entitled to designate such number of directors on the Company 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 nearest whole number, that equals on the Board of Directors of the Company (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 Board (after giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such the number of shares of Company Common Stock Shares beneficially owned by Parent or Purchaser at such time (including Shares so accepted for payment and paid for by Sub plus payment) bears to the total 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 outstandingShares then outstanding on a Fully Diluted basis, and the Company shallwill, at upon request by Purchaser, promptly increase the size of the Board of Directors of the Company or use commercially reasonable efforts to seek the resignations of such time, number of directors as is necessary to provide Purchaser with such level of representation and will use commercially reasonable efforts to cause Sub’s designees the Purchaser Designees to be so elected or appointed appointed. From and after the Acceptance Time, the Company shall, upon Parent’s request, to the Company Boardextent permitted by the applicable requirements of the SEC and NASDAQ, provided that in use commercially reasonable efforts to cause Purchaser Designees to constitute at least the event that Sub’s designees are appointed or elected same percentage (rounded up to the Company Board, until next whole number) as is on the Effective Time the Company Board shall have at least three directors who are members of Directors of the Company Board on the date of this Agreement and who are not officers (i) each committee of the Company (the “Independent Directors”); and provided further that, in such event, if the number Board of Independent Directors shall be reduced below three for any reason whatsoever, 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 (ii) each board of directors (or Sub, similar body) of each wholly-owned Subsidiary of the Company and (iii) each committee (or similar body) of each such persons shall board. The Company’s obligation to appoint Purchaser Designees to the Board of Directors of the Company will be deemed subject to be Independent Directors for purposes Section 14(f) of this Agreementthe Exchange Act. Subject to applicable LawAt the request of Purchaser, the Company shall take all action requested by Parent necessary will file with the SEC and mail (or otherwise disseminate as permitted under Applicable Law) to effect any such election or appointment, including mailing to its stockholders the Information Statement containing Company’s shareholders 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 Exchange Act and Rule 14f-1 promulgated thereunder, and Parent and Purchaser will be solely responsible for such information. For purposes of this Agreement, such information required by Section 14(f) of the Company shall make such mailing Exchange Act and Rule 14f-1 promulgated thereunder that is filed with the mailing SEC and mailed (or otherwise disseminated as permitted under Applicable Law) to the Company’s shareholders will be considered part 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 Sub14D-9. (b) Following Notwithstanding the election or appointment provisions of Sub’s designees pursuant 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 Section 1.03(a) until the Effective Time, the concurrence of a majority 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 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 elect the Person designated by the remaining Independent Director or Directors to fill such vacancy and such Person shall be required deemed to be an Independent Director for any amendment to 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 by the Company of the time for the performance of any of the obligations of Sub Parent or Parent under this Agreement Purchaser hereunder, (except as expressly 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 Company Board hereunder or iv) any waiver of any condition to the Company’s obligations hereunder or any of the Company’s rights hereunder or Parent(v) any amendment to the Company Charter Documents may be effected only if (in addition to the approval of the Board of Directors of the Company as a whole) there are in office one (1) or more Independent Directors and such action is approved by a majority of the Independent Directors then in office. For purposes of considering any matter set forth in this Section 1.3(b), 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 Independent Directors and will have the authority to institute any action on behalf of the Company to enforce performance of this Agreement or any of the Company’s or Sub’s obligations under this Agreementrights hereunder.

Directors. (a) Promptly Effective upon the acceptance for payment of, and payment by Sub for, of any shares of Company Common Stock Shares pursuant to the Offer, Sub Parent shall be entitled to designate such number of directors on the Company 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, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company Company's Board of Directors (giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by and (ii) the 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 Shares beneficially owned by Sub or any other subsidiary of Parent and/or Merger Subsidiary (including Shares accepted for payment) bears to (B) the total number of such shares 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 reduced below three for any reason whatsoever, 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 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 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 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 Board as provided above. The Company shall will also use its reasonable best efforts to cause individuals designated by Parent to constitute the Sub’s designees number of members, rounded up to be proportionately represented the next whole number, on (i) each committee of the Company Board and (other than any committee of the Company Board established to take action under this Agreementii) and each board of directors of each subsidiary Subsidiary of the Company designated by Sub(and each committee thereof) that represents the same percentage as such individuals represent on the Board of Directors of the Company. (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 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 Sub’s Parent's designees pursuant to Section 1.03(a2.03(a) and until the Effective Time, the concurrence approval of a majority of the Independent Directors directors of the Company then in office who were not designated by Parent shall be required for to authorize (and such authorization shall constitute the authorization of the Board of Directors and no other action on the part of the Company, including any amendment action by any other director of the Company, shall be required to this Agreement, authorize) any termination of this Agreement by the Company, any extension amendment of this Agreement requiring action by the Company Board of the Directors, any extension of time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly 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 obligation or action hereunder by the Company Board hereunder Parent or Merger Subsidiary and any enforcement of or any waiver of compliance with any of the Company’s rights agreements or Parent’s or Sub’s obligations under this Agreementconditions contained herein for the benefit of the Company (and the directors designated by Parent shall leave any Board of Directors meeting for the period during which such matters are being considered).

Directors. (a) Promptly Subject to compliance with applicable Laws, promptly upon the acceptance for payment of, and payment by Sub for, any shares of Parent for Company Common Stock Shares pursuant to the Offer, Sub Offer and from time to time thereafter Parent shall be entitled to designate such number of directors on the Company 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 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 percentage that (A) such the aggregate number of shares of Company Common Stock so accepted for payment Shares beneficially owned by Parent and paid for by Sub plus its controlled Subsidiaries bears to the total number of shares of Company Common Stock otherwise owned Shares then outstanding (including Company Common Shares that are accepted for payment, but excluding any shares held by Sub the Company or any other subsidiary of Parent bears to (B) the number of such shares outstandingits Subsidiaries), and the Company shall, at such timeupon request of Parent, promptly take all actions necessary to cause SubParent’s designees to be so elected elected, including, if necessary, seeking the resignations of one or appointed 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 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 Company BoardEffective Time, 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 always have at least three directors 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 on as of the date hereof, and (3) reasonably satisfactory to Parent. If the number of this Agreement and directors 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 Purchaser Insiders is reduced below three for any reason whatsoevertwo prior to the Effective Time, the remaining Independent Directors director who is not a Purchaser Insider shall be entitled to nominate designate a person Person to fill such vacancy who is not a Purchaser Insider or Interested Person and who shall be a director not deemed to be an Independent Director 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 or, if no Independent Directors then remain, the other directors shall be entitled to designate two persons Persons to fill such vacancies who are not officers, employees, stockholders Purchaser Insiders or affiliates of the Company, Interested Persons and who are reasonably satisfactory to Parent or Sub, and such persons who shall be directors not deemed to be Independent Directors Purchaser Insiders for all purposes of this Agreement. Subject . (b) The Company’s obligations to applicable Law, appoint Parent’s designees to the Company Board shall take all action requested by Parent necessary be subject 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 14-f 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 Company shall also use promptly take all actions required pursuant to such Section and Rule in order to fulfill its reasonable efforts obligations under this Section 2.03 and shall include in the Schedule 14D-9 such information with respect to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established and its officers and directors as is required under such Section and Rule in order to take action fulfill its obligations under this Agreement) Section 2.03. Parent will supply to Company any information with respect to itself and each board of its officers, directors of each subsidiary of the Company designated and Affiliates required by Subsuch Section and Rule. (bc) Following the election or appointment of SubParent’s designees pursuant to this Section 1.03(a) until 2.03 and prior to the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any or 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 expressly 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 acts of Parent, the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights hereunder, or Parent’s the taking of any other action by the Company in connection with this Agreement or Sub’s obligations under the transactions contemplated hereby required to be taken by the Company Board will require the concurrence of the two directors of Company then in office who are not Purchaser Insiders if such amendment, termination, extension or waiver would or could reasonably be expected to have an adverse effect on the stockholders of the Company other than Parent and its Affiliates. The directors of the Company who are not Purchaser Insiders shall 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 appropriate by such directors and shall have the authority to institute any action on behalf of the Company to enforce the performance of this Agreement.

Directors. (a) Promptly Effective upon the acceptance for payment of, and payment by Sub for, or exchange of any shares of Company Common Stock pursuant to the Offer, Sub Parent shall be entitled to designate such number of directors on the Company 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, 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 elected pursuant to this sentenceSection 2.03) multiplied by and (ii) the 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 beneficially owned by Parent and/or Merger Sub (including shares of Company Common Stock accepted for payment or any other subsidiary of Parent exchange) bears to (B) the total number of such shares of Company Common Stock outstanding, and the Company shall, at such time, shall take all action necessary to cause Sub’s Parent's designees to be so elected or appointed to the Company Board, provided 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 Company Board and (ii) each board of directors of each Subsidiary of the Company identified by Parent (and each committee thereof) that in represents the event that Sub’s designees are appointed or elected to same percentage as such individuals represent on the Company Board, until in each case only to the Effective Time extent permitted by applicable Law. Notwithstanding the provisions of this Section 2.03, the parties hereto shall use their respective best efforts (including by reducing the number of directors that Parent may designate pursuant to the first sentence of this paragraph (a), but in no event to less than a majority of the directors on the Company Board shall have Board) to ensure that at least three directors who are two of the members of the Company Board shall, at all times prior to the Effective Time, be directors of the Company who were directors of the Company on the date of this Agreement and who are not officers of hereof (the "Continuing Directors"); provided that if there shall be in office fewer than two Continuing Directors for any reason, the Company (the “Independent Directors”); and provided further that, in such event, if the number of Independent Directors Board shall be reduced below three for any reason whatsoever, cause a person designated by the remaining Independent Directors shall be entitled to nominate a person Continuing Director to fill such vacancy who shall be deemed to be an Independent a Continuing Director for all purposes of this Agreement orAgreement, or if no Independent Continuing Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who are will not officers, employees, stockholders be officers or employees or affiliates of the Company, Parent or Sub, Merger Sub or any of their respective subsidiaries and such persons shall be deemed to be Independent Continuing Directors for all purposes of this Agreement. Subject . (b) The Company's obligations to applicable Law, appoint Parent's designees to the Company Board shall take all action requested by Parent necessary be subject 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. The Company shall promptly take all actions, and the Company shall make such mailing with the mailing of include in the Schedule 14D-9 (provided that Sub 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 all in writing and be solely responsible for any information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoingitself, the Company shall promptlyMerger Sub and their respective nominees, at the option of Subofficers, 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreementand affiliates required by Section 14(f) and each board of directors of each subsidiary of the Company designated by SubRule 14f-1. (bc) Following the election or appointment of Sub’s Parent's designees pursuant to Section 1.03(a2.03(a) and until the Effective Time, the concurrence approval of a majority of the Independent Continuing Directors shall be required for any amendment to this Agreement, authorize any termination of this Agreement by the Company, any extension by the Company amendment of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly 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 requiring action by the Company Board Board, 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’s rights , any amendment of the certificate of incorporation or Parent’s by-laws of the Company, and any other action of the Company hereunder which adversely affects the holders of shares of Company Common Stock (other than Parent or Merger Sub’s obligations under this Agreement).

Directors. (a) Promptly Effective upon the acceptance for payment ofOffer Closing and from time to time thereafter, and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub Parent shall be entitled to designate such number of directors on the Company 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, on the Board of Directors that equals the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors elected pursuant to this sentenceSection 1.3) multiplied by and (ii) the 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 beneficially owned by Parent and/or Merger Sub or any other subsidiary of Parent (including shares accepted for payment) bears to (B) the total number of such shares outstanding, and the Company shall, at such time, shall 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 reduced below three for any reason whatsoever, 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 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 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 SubParent’s designees to be elected or appointed to the Company Board as provided aboveof Directors, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. The At such time, the Company shall also use its reasonable efforts cause individuals designated by Parent to cause constitute the Sub’s designees number of members, rounded up to be proportionately represented the next whole number, on (A) each committee of the Company Board of Directors and (other than any committee of the Company Board established to take action under this AgreementB) and as requested by Parent, each board of directors of each subsidiary Subsidiary of the Company designated by Sub(and each committee thereof) that represents the same percentage as such individuals represent on the Board of Directors. (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 necessary to effect the appointment of 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 order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. (c) Following the election or appointment of SubParent’s designees pursuant to Section 1.03(a1.3(a) and until the Effective TimeTime (as defined in Section 2.2(b) hereof), the concurrence approval of a majority of the directors of the Company then in office who were not designated by Parent (the “Independent Directors Directors”) shall be required for to authorize (and such authorization shall constitute the authorization of the Board of Directors and no other action on the part of the Company, including any amendment action by any other director of the Company, shall be required to this Agreement, authorize) any termination of this Agreement by the Company, any extension amendment of this Agreement requiring action by the Company Board of the Directors, any extension of time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly 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 obligation or action hereunder by the Company Board hereunder Parent or Merger Sub and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly Subject to compliance with applicable Laws, promptly upon the acceptance for payment of, and payment by Sub for, any of such number of shares of Company Seller Common Stock as represents at least a majority of the then-outstanding shares of Seller Common Stock pursuant to the OfferOffer and from time to time thereafter, Sub Purchaser shall be entitled to designate such number of directors on the Company 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 on the Seller Board as is equal to the product of (ix) the total number of directors on the Company Seller Board (determined after giving effect to the election of any additional directors elected pursuant to this sentenceSection 1.3) multiplied by (iiy) the percentage that (A) such the aggregate number of shares of Company Seller Common Stock so accepted for payment and paid for beneficially owned by Sub plus Purchaser or any of its Affiliates bears to the total number of shares of Company Seller Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares then outstanding, and the Company Seller shall, at such timeupon request of Purchaser, promptly take all actions necessary to cause SubPurchaser’s designees to be so elected (including, if necessary, seeking the resignations of one or appointed to more existing directors or increasing 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 size of the Company Board on the date of this Agreement and who are not officers of the Company (the “Independent Directors”)Seller Board) in compliance with applicable Law; and provided further thatprovided, in such eventhowever, if the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors that Purchaser shall be entitled to nominate designate at least a person majority of the directors on the Seller Board (as long as Purchaser and its Affiliates beneficially own a majority of the 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 an Independent Director a Purchaser Insider 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 such persons shall be deemed to be Independent Directors for all purposes of this Agreement. Subject . (b) Seller’s obligations to applicable Law, appoint Purchaser’s designees to the Company Seller Board shall take all action requested by Parent necessary be subject 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. 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 the Company shall make such mailing with the mailing of include in the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all such 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 Seller and its current officers and directors as is necessary required under such Section and Rule in order to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use fulfill its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action obligations under this Agreement) Section 1.3. Parent will supply to Seller any information with respect to itself and each board of directors of each subsidiary of the Company designated its Affiliates required by Subsuch Section and Rule. (bc) Following the election or appointment of SubPurchaser’s designees pursuant to this Section 1.03(a) until 1.3 and prior to the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any or termination of this Agreement by the CompanySeller pursuant to Article IX, any extension by the Company Seller of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly 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 herebyacts of Parent or Purchaser hereunder, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the CompanySeller’s rights or any of the obligations of Parent or Purchaser hereunder will require the consent of a majority of the directors of Seller then in office 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, any actions with respect to the enforcement of this Agreement by Seller shall be effected only by the action of a majority of the directors of Seller then in office who are not Purchaser Insiders (or Sub’s obligations under this Agreementthe action of the sole director if there shall only be one director then in office who is not a Purchaser Insider), and such authorization shall constitute the authorization of the Seller Board and no other action on the part of Seller, including any action by any other director of Seller, shall be required to authorize any such action.

Directors. (a) Promptly upon the acceptance for payment of, and payment purchase by Merger Sub for, any pursuant to the Offer of such number of shares of Company Common Stock pursuant (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 the Offertime thereafter, Sub (i) Parent shall be entitled to designate such number of directors on ("Parent's Designees"), rounded up to the Company Board as next whole number that will give SubParent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of Company Board equal to at least that number of directors, rounded up to the next whole number, that equals the product of (ix) the total number of directors on the Board of Directors of Company Board (giving effect to any increase in the number of directors elected pursuant to this sentenceSection 1.4) multiplied by and (iiy) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for purchased in the Offer (together with any Shares then owned by Sub plus Parent or any of its Subsidiaries) bears to the aggregate 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 outstanding on the date of this Agreement purchase (such number being, the "Board Percentage"), and who are not officers (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 “Independent Directors”); and provided further that, in resignations of such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors shall be entitled directors as is necessary to nominate a person to fill such vacancy who shall be deemed enable Parent's Designees to be an Independent Director for purposes elected to the Board of this Agreement or, if no Independent Directors then remain, the other directors of Company and shall designate two persons use best efforts to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed cause Parent's Designees promptly to be Independent Directors for purposes of this Agreement. Subject so elected, subject in all instances 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 compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. At the request of Parent, and the Company shall make take, at Parent's expense, all lawful action necessary to effect any such mailing 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 mailing Section 14(f) of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required Exchange Act and Rule 14f-1 promulgated thereunder to be included in the Information Statement with respect to Sub’s designees)Schedule 14D-9. In connection with Notwithstanding 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 all times prior to the Company Effective Time (as defined in Section 2.3) Company's Board of Directors shall include at least two Continuing Directors (as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 Subdefined in Section 1.4(b)). (b) Following the election or appointment of Sub’s designees Parent's Designees pursuant to this Section 1.03(a) until 1.4 and prior to the Effective TimeTime of the Merger, any amendment or termination of this Agreement, waiver of the obligations or other acts of Parent or Merger Sub or waiver of Company's rights hereunder shall require the concurrence of a majority of the Independent Continuing Directors shall be required for any amendment to then in office. For purposes of this Agreement, the term "Continuing Directors" means at any termination time (i) those directors of Company who are directors on the 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 any of their affiliates and who were designated as "Continuing Directors" for purposes of this Agreement by the Company, any extension by the Company a majority of the Continuing Directors in office at the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreementdesignation.

Directors. (a) Promptly upon After the acceptance Purchaser accepts for payment of, such number of Shares tendered and payment by Sub for, any not properly withdrawn as represents no less than a majority of the voting power of the shares of capital stock of the Company Common Stock then outstanding (determined on a fully diluted basis) pursuant to the OfferOffer (the “Acceptance Time”), Sub and at all times thereafter, the Purchaser shall be entitled to elect or designate such number of directors on the Company 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 on the Company Board as is equal to the product of (i) 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 (ii) the percentage that (A) such the aggregate number of shares of Company Common Stock so accepted for payment Shares beneficially owned by Parent and paid for by Sub plus its direct or indirect wholly-owned Subsidiaries, including the Purchaser, bears to the total number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) Shares then outstanding. After the number of such shares outstandingAcceptance Time, and the Company shall, at such timeupon the Purchaser’s request, cause Subtake all actions as are necessary or desirable to enable the Purchaser’s designees to be so elected or appointed designated to the Company Board, provided that in the event that Sub’s designees are appointed including promptly filling vacancies or elected to newly created directorships on the Company Board, until promptly increasing the Effective Time size of the Company Board (including by 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 have cause the Purchaser’s designees to be so elected or designated at least three directors who are such time (any and all members of the Company Board immediately prior to any designees of the Purchaser joining the Company Board and who remain on the date Company Board after any designees of the Purchaser join the Company Board, the “Continuing Directors”). If at any time the number of directors 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 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 who are not officers 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. (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”); and provided further thatprovided, that in such event, if the event the number of Independent Directors shall be reduced below three the number as may be required by such Laws for any reason whatsoever, the remaining Independent Directors Director(s) shall be entitled to nominate a person designate Persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no other Independent Directors Director then remainremains, the other directors shall designate two persons such number of directors as may be required by the rules of the NASDAQ or the federal securities Laws, to fill such vacancies who are shall not officers, employees, be stockholders or affiliates of the Company, Parent or Subthe Purchaser, and such persons 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. (d) 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 Notwithstanding anything to the Company on a timely basis all information required to be included contrary set forth in this Agreement, in the Information Statement with respect to Sub’s designees). In connection with event that 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 SubPurchaser’s designees to be are elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts prior to cause the Sub’s designees Effective Time pursuant to be proportionately represented on each committee Section 1.3(a), and without limiting Section 1.3(a), in addition to any approvals of the Company Board (other than any committee or the stockholders of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of as may be required by the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective TimeCharter, the concurrence Company Bylaws or applicable Law, the affirmative vote of a majority of the Independent Continuing Directors then in office (or, if there shall be only one or two Continuing Directors then in office, all of such Continuing Directors then in office) shall be required for any 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 to this Agreement, any termination of this Agreement by or any Promissory Note, (ii) the Company, any extension by the Company of the time for the performance of any of the obligations of Sub ’s exercise or Parent under this Agreement (except as expressly 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 Company Board hereunder or any waiver of any of the Company’s rights rights, benefits or Parent’s or Sub’s obligations 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 Parent or its direct or indirect Subsidiaries, including the Purchaser), (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 Continuing Directors, and the authority to institute any action on behalf of the Company to enforce performance of this Agreement.

Directors. (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 entitled to designate such number of directors on the Company Board as will 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, that equals which is the product of (ia) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (iib) the percentage that (Ai) 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 (Bii) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s 's designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that Sub’s 's designees are appointed or elected to the Company Board, until the Effective Time of the Company Merger such Board of Directors shall have at least three two directors who are members of the Company Board Directors on the date of this Agreement and who are not officers of the Company (the “"Independent Directors”)") 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 reduced below three two for any reason whatsoever, the any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director 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 shall not be officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Lawlaw, the Company shall take all action requested by Parent necessary to effect any such election or appointmentelection, 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 '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 's designees to be elected or appointed to the Company Board as provided above. The Company provisions of this Section 6.07 are in addition to and shall also use its reasonable efforts not limit any rights which Sub, Parent or any of their affiliates may have as a holder or beneficial owner of shares of Common Stock as a matter of law with respect to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board election of directors of each subsidiary of the Company designated by Subor otherwise. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares Shares constituting a majority of Company Common Stock the then outstanding Shares by Purchaser or Merger Sub, as applicable, pursuant to the Offer, Sub Purchaser from time to time shall be entitled to designate such number of directors (rounded up to the next whole number) on the Board of Directors of the Company Board as will give Purchaser or Merger Sub, as applicable, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number percentage of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Board of Directors of the Company Board (giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by (ii) equal to the percentage of then outstanding Shares owned by Purchaser or Merger Sub (provided that (A) such percentage of the total number of shares directors shall not be less than a majority of Company Common Stock so accepted for payment and paid for by Sub plus the number Board of shares Directors of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstandingCompany), and the Company shall, at such time, cause Purchaser's or Merger Sub’s designees 's designees, as applicable, to be so elected or appointed to the Company Boardby its existing Board of Directors; provided, provided however, that in the event that Sub’s such -------- ------- designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company such Board of Directors shall have at least three two directors who are members of the Company Board directors on the date of this Agreement and who are not neither officers of the Company or of any holder of more than 5% of its Shares (as of the date of this Agreement) nor affiliates of Purchaser or Merger Sub (the “"Independent Directors”"); and provided further that, in such event, that if the number of Independent Directors shall be reduced below three two for any reason reasons whatsoever, the remaining Independent Directors Director shall be entitled to nominate 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 are shall not officers, employees, stockholders be officers or affiliates of the Company, Parent Company or Subof any holder of more than 5% of its Shares (as of the date of this Agreement) 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 Lawlaw, the Company shall take all action actions requested by Parent Purchaser necessary to effect any such election or appointmentelection, 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 thereunderthereunder by the SEC, and the Company shall 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 designeesas defined below). In connection with the foregoingforegoing and subject to the provisions of this Section 6.11 regarding Independent Directors, the Company shall will promptly, at the option of SubPurchaser, either increase the size of the Company Company's Board or of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Purchaser's or Merger Sub’s designees 's designees, as applicable, to be elected or appointed to, and to constitute (rounded up to the Company next whole number) that percentage of the total number of directors on the Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of Directors of the Company Board (other than giving effect to the election of any committee 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 Company Board established to take action under this Agreement) and each board total number of directors of each subsidiary shall not be less than a majority of the Company designated by SubBoard of Directors of the Company). (bc) Following the election of Purchaser's or appointment of Merger Sub’s designees 's designees, as applicable, pursuant to this Section 1.03(a) until 6.11, prior to the 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 Independent Directors shall be required for any amendment to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this AgreementDirectors.

Directors. (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 entitled to designate such number of directors on the Company 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 which is the product of of (ia) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (iib) the percentage that (Ai) 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 (Bii) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s 's designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event -------- ------- that Sub’s '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 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 any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three persons to fill such vacancies who are shall not be officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Lawlaw, the Company shall take all action requested by Parent necessary to effect any such election or appointmentelection, 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 's designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, use its best 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 Sub’s 's designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 's designees pursuant to this Section 1.03(a) until 6.09 and prior to the Effective Time, any amendment or termination of this Agreement, extension for the performance or waiver of the obligations of Parent or Sub or waiver of the Company's rights hereunder shall require the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this AgreementDirectors.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Merger Sub for, any shares of the Company Common Stock pursuant to the Offer, the Parent or Merger Sub shall be entitled to designate designate, from time to time, such number of directors on persons for election or appointment to the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, Merger Sub representation on the Company Board equal to at least that such number of directors, rounded up to the next nearest whole number, that equals is the product of (ia) the total number of directors on the Company Board (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (iib) a fraction (i) the percentage that (A) such numerator of which shall be the number of shares of the Company Common Stock so accepted for payment and paid for by Merger Sub plus the number of shares of the Company Common Stock otherwise owned by Parent or Merger Sub or any Subsidiary of Parent and (ii) the denominator of which shall be 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 Merger Sub’s designees to be so elected or appointed to the Company Boardappointed; provided, 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 (3) directors who are members of the Company Board directors on the date of this Agreement and who are not officers will be independent for purposes of Rule 10A-3 under the Company Exchange Act (the “Independent Directors”); and provided further provided, further, that, in such event, if the number of Independent Directors shall be reduced below three (3) for any reason whatsoever, the any remaining Independent Directors (or Independent Director, if there shall be only one (1) remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three (3) persons to fill such vacancies who are not officers, employees, stockholders or affiliates will be independent for purposes of Rule 10A-3 under the Company, Parent or SubExchange Act and the applicable stock exchange requirements, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. The Company’s obligations under this Section 7.16 shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Subject to applicable Lawlaw, the Company shall take all action requested by Parent necessary make commercially reasonable efforts to effect any such election or appointmentelection, including mailing to its stockholders 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 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 the Parent or Merger Sub, either increase the size authorized number of directors of the Company Board or use reasonable efforts to 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. The At such time, the Company shall also use its shall, if requested by Parent, take commercially reasonable efforts to cause individuals designated by Parent to constitute the Sub’s designees number of members, rounded up to be proportionately represented the nearest whole number, on (A) each committee of the Company Board and (other than any committee of the Company Board established to take action under this AgreementB) and each board of directors of each subsidiary of the Company’s Subsidiaries (and each committee thereof) that represents the same percentage as such individuals represent on the Company designated Board in each case to the extent permitted by Subapplicable law or the rules of the Nasdaq. (b) Following Notwithstanding anything in this Agreement to the election contrary, if Parent’s or appointment of Merger Sub’s designees pursuant constitute a majority of the Company Board prior to Section 1.03(a) until the Effective Time, then the concurrence affirmative vote of a majority of the Independent Directors shall (in addition to the approval rights of the Company Board or the shareholders of the Company as may be required by the governing documents of the Company or applicable law) be required for any amendment the Company (i) to amend or terminate this Agreement, any termination of this Agreement by the Company, any extension by the Company of (ii) to extend the time for the of performance of of, or waive, any of the obligations or other acts of Parent or Merger Sub or Parent under this Agreement (except as expressly permitted hereunder)Agreement, any recommendation or to stockholders exercise 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 Company Board hereunder or any waiver of waive any of the Company’s rights rights, benefits or Parent’s remedies hereunder, if such action would adversely affect the holders of shares of the Company Common Stock (other than Parent or Merger Sub’s obligations ), (iii) except as expressly provided herein, to amend any governing document of the Company in a manner that would reasonably be expected adversely to affect the holders of shares of the Company Common Stock (other than Parent or Merger Sub), or (iv) to take any other action or make any other determination of the Company Board under or in connection with this Agreement or the Transactions if such action would reasonably be expected adversely to affect the holders of shares of the Company Common Stock (other than Parent or Merger Sub). The Independent Directors shall have, and Parent shall cause the Independent Directors to have, the authority to retain such counsel (which may include current counsel to the Company or the Company Board) and other advisors at the expense of the Company as determined by the Independent Directors, and the authority (acting as a committee of the Company Board, which hereby shall be deemed to be constituted) to institute any action on behalf of the Company to enforce performance of this Agreement.

Directors. (a) Promptly upon following the acceptance for payment of, purchase of and payment by Sub for, any for a number of shares of Company Common Stock pursuant that satisfies the Minimum Condition, and from time to the Offertime thereafter, Sub Purchaser shall be entitled to designate such number of directors on the Company 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, on the 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 elected pursuant to this sentenceSection) multiplied by and (ii) the 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 beneficially owned by Sub or any other subsidiary Parent and Purchaser (including shares of Parent Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to (B) the total number of such shares of Company Common Stock outstanding, and the Company shall, at such time, shall take all action within its power to cause Sub’s Purchaser's designees to be so elected or appointed to the Company Board, provided 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 Sub’s Purchaser's designees are to be appointed or elected to the Company Board, until the Effective Time the Company Board (as defined below), such board of directors shall have at least three two directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company (the “Independent Directors”"CONTINUING DIRECTORS"); and provided further that, that in such event, if the event that the number of Independent Continuing Directors shall be reduced below three two for any reason whatsoever, the any remaining Independent Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies 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 such persons shall be deemed to be Independent Continuing Directors for purposes of this Agreement. Subject to applicable LawAs used in this Agreement, 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 term "SUBSIDIARY" when used with respect to Sub’s designees). In connection with the foregoingany party means any corporation or other organization, the Company shall promptlywhether incorporated or unincorporated, of which such party directly or indirectly owns or controls 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 concurrence of least a majority of the Independent Directors shall be required for any amendment securities or other interests having by their terms ordinary voting power to this Agreement, any termination of this Agreement by the Company, any extension by the Company elect a majority of the time for the performance board of any of the obligations of Sub directors or Parent under this Agreement (except as expressly permitted hereunder)others performing similar functions with respect to such corporation or other organization, any recommendation to stockholders or any modification or withdrawal organization of any which 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreementparty is a general partner.

Directors. (a) Promptly upon the acceptance for payment of, and payment purchase by Sub for, any shares of Company Common Stock Purchaser pursuant to the OfferOffer of such number of Shares as shall satisfy the Minimum Condition, Sub and from time to time thereafter, Purchaser shall be entitled to designate such number of directors on the Company 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 on the Company 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 in the number of directors elected pursuant to this sentenceSection 1.3) multiplied by (ii) and the percentage that (A) such number of shares of Company Common Stock Shares so purchased (including Shares accepted for payment and paid for by Sub plus the purchased Top-Up Shares) bears to the total 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 Shares outstanding, and the Company shall, at upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such time, number of directors as is necessary to provide Purchaser with such level of representation and shall cause SubPurchaser’s designees to be so elected or appointed 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, provided that in the event that Sub’s designees are appointed or elected to ; (ii) each Board of Directors and each committee thereof of each wholly owned Subsidiary of the Company Boardand (iii) the designees, until appointees or other similar representatives of the Effective Time 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 have 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. (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 “Independent Continuing Directors”); and provided further thatprovided, in such eventhowever, that if the number of Independent Continuing Directors shall be is reduced below three for any reason whatsoeverreason, the remaining Independent Continuing Directors shall be entitled to nominate elect or designate a person meeting the foregoing criteria to fill such vacancy who shall be deemed to be an Independent a Continuing Director for purposes of this Agreement or, if no Independent Continuing Directors then remain, the other directors shall designate two three persons meeting the foregoing criteria to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Subvacancies, and such persons shall be deemed to be Independent Continuing Directors for purposes of this Agreement. Subject to applicable Law, The Company and the Company Board shall promptly take all action requested by Parent as may be necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by comply with their obligations under this 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 designees1.3(b). 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 So long as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 concurrence of a majority of the Independent Directors there shall be required for at least one Continuing Director, any amendment to this Agreement, any or termination of this Agreement requiring action by the CompanyCompany Board, any extension by the Company of the time for the performance of any of the obligations or other acts of Sub Parent or Parent Purchaser under this Agreement (except as expressly 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 Company Board hereunder or and any waiver of compliance with any of the agreements or conditions under this Agreement for the benefit of the Company or any exercise of the Company’s rights or remedies under this Agreement shall require the concurrence of a majority of the Continuing Directors (or of the sole Continuing Director if there shall then be only one Continuing Director). (c) In the event that Parent’s designees are elected or Sub’s obligations under appointed to the Company Board pursuant to Section 1.3(a), until the Effective Time, each committee of the Company Board that is required by the NYSE rules or the federal securities laws to be comprised solely of, or a majority of, Continuing Directors shall be so comprised; provided, however, that in such event, if the number of Continuing Directors shall be reduced below the number of directors as may be required by such rules or securities laws for any reason whatsoever, the remaining Continuing Director(s) shall be entitled to designate persons meeting the foregoing criteria to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this AgreementAgreement or, if no other Continuing Director then remains, the other directors shall designate such number of directors as may be required by the rules of the NYSE and the federal securities laws, to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Section 1.3(c).

Directors. (a) Promptly upon the acceptance for payment of, and payment for, Shares by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall be entitled to designate such number of directors on the Board of Directors of the Company 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 (ii) the 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 a majority of such shares outstandingdirectors, and the Company shall, at such time, cause Sub’s 's designees to be so elected or appointed to the Company Boardby its existing Board of Directors; provided, provided however, that in the event that Sub’s 's designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company such Board of Directors shall have at least three two directors who are members of the Company Board 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 two for any reason whatsoever, the remaining Independent Directors Director shall be entitled to nominate 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 are shall not officers, employees, stockholders be officers or affiliates of the Company, or officers or affiliates of Parent or Subany of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Lawlaw, the Company shall take all action requested by Parent necessary to effect any such election or appointmentelection, including mailing to its stockholders 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 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 's designees). In connection with the foregoing, the Company shall will promptly, at the option of SubParent, either increase the size of the Company Company's Board or of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub’s 's designees to be elected or appointed to, and to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 concurrence of constitute a majority of the Independent Company's Board of Directors shall be required for any amendment to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreementprovided above.

Directors. (a) Promptly upon the first acceptance for payment of, and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall be entitled to designate such number of directors on the Company Board of Directors as will give Sub, subject to compliance with Section 14(f) of 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, that equals which is the product of (ia) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (iib) the percentage that (Ai) 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 (Bii) 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 Boardelected; provided, provided however, that in the event that Sub’s designees are appointed or elected to the Company BoardBoard of Directors, until the Effective Time the Company Board of Directors shall have at least three two directors who are members of the Company Board 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 two for any reason whatsoever, the any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director 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, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable LawLegal Requirements, the Company shall take all action requested by Parent necessary or appropriate to effect any such election or appointmentelection, including mailing to its stockholders 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 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 of Directors 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 of Directors as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock pursuant Prior to the Offerexercise of the EIS Exchange Right, Sub the Board of Directors of Newco shall be entitled composed of four Directors. Isis shall have the right to designate such number nominate three directors of directors on the Company 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 Newco (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) 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"ISIS DIRECTORS"), provided that one such director is a 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 to be the chairman of Newco. Each Participant agrees to vote its shares of Common Stock in favor of the event that Sub’s designees are appointed or elected election of the nominees of the other Participant to the Company Board of Directors. 7.1.1 If the chairman is unable to attend any meeting of the 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 reduced below three for any reason whatsoever, the remaining Independent Isis Directors shall be entitled to nominate a person appoint another Director to fill 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 vacancy who removed Director arising from such removal. 7.1.3 The Directors shall meet not less than three times in each Financial Year and all Directors' meetings shall be deemed held in Bermuda to be an Independent Director for purposes the extent required pursuant to the laws of this Agreement or, if no Independent Directors then remainBermuda or to ensure the sole residence of Newco in Bermuda. 7.1.4 At any such meeting, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates presence of the Company, Parent or Sub, EIS Director and such persons one of the Isis Directors shall be deemed required to be Independent Directors for purposes of this Agreement. Subject constitute a quorum and, subject to applicable LawClause 18 hereof, 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 Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company 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 concurrence affirmative vote of a majority of the Independent Directors present at a meeting at which such a quorum is present shall constitute an action of the Directors. In the event of any meeting being inquorate, the meeting shall be adjourned for a period of seven days. 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 first meeting of the Directors after the exercise by EIS of the EIS Exchange Right. In the event that the EIS Exchange Right is exercised at any time by EIS, each of Isis, and 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 the right, exercisable alternatively, of nominating one Director to be chairman of Newco for a term of one year. If the chairman of Newco is unable to attend any meeting of the Directors, the Directors shall be required for any amendment to this Agreement, 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 expressly 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.be

Directors. (a) Promptly upon Upon the acceptance for payment of, Offer Acceptance Time and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall be entitled to designate such number of directors on the Company Board as will give Suball times thereafter, subject to compliance with Section 14(f) applicable Legal Requirements and the applicable Marketplace Rules of the Exchange ActNASDAQ, representation on the Company Board equal Purchaser shall be entitled to at least that elect or designate such number of directors, rounded up to the next whole number, that equals on the Board of Directors of the Company as is equal to the product of (i) the total number of directors on the Board of Directors of the Company Board (after giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by (ii) the percentage that (A) such the aggregate number of shares Shares beneficially owned by Parent, Purchaser and any of Company Common Stock so accepted for payment and paid for by Sub plus their Subsidiaries bears to the total 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 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 timeactions 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), cause Subincluding 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 appointed designated 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 reduced below three for any reason whatsoever, 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 such persons shall be deemed (B) cause Purchaser’s designees to be Independent 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 for purposes of this Agreementthe 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. Subject to applicable LawFrom and after the Offer Acceptance Time, the Company shall shall, at Parent’s request, take all action requested by Parent necessary to effect any 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 election or appointmentstatus. 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 its stockholders (together with the Information Statement containing Schedule 14D-9) 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 14f-l as is necessary to enable SubPurchaser’s designees to be elected or appointed designated to the Board of Directors of the Company. Purchaser shall supply the Company Board as provided above. The Company shall also use its reasonable efforts with, and be solely responsible for, information with respect to cause the SubPurchaser’s designees and Parent’s and Purchaser’s respective officers, directors and Affiliates to be proportionately represented on each committee the extent required by Section 14(f) of the Company Board (other than Exchange Act and Rule 14f-l. The provisions of this Section 1.3(a) are in addition to and shall not limit any committee 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 Company Board established to take action under this Agreement) and each board election of directors of each subsidiary of the Company designated by Subor otherwise. (b) Following In the election or appointment of Subevent that Purchaser’s designees are elected or designated to the Board of Directors of the Company pursuant to Section 1.03(a) 1.3(a), then, until the Effective Time, the concurrence 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 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 Marketplace Rules, 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 (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 purposes of this Agreement. If no Continuing Director then remains, the other directors shall designate three (3) Persons who are not officers, directors or employees of Parent, Purchaser, or any of their Affiliates, and who do not otherwise have any material financial or other material 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 contrary, if Purchaser’s designees constitute a majority of the Board of Directors of the Company after the Offer Acceptance Time and prior to the Effective Time, then the affirmative vote of a majority of the Independent Continuing Directors shall (in addition 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 any amendment the Company to amend or terminate this Agreement, 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 (ii) to exercise or Parent under this Agreement (except as expressly 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 Company Board hereunder or any waiver of waive any of the Company’s rights rights, benefits or Parent’s remedies hereunder, if such action would adversely affect, or Sub’s obligations would reasonably be expected to adversely affect, the holders of Shares (other than Parent or Purchaser), (iii) to amend the Company 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 Continuing Directors, and the authority to institute any action on behalf of the Company to enforce performance of this Agreement.

Directors. (a) Promptly upon As promptly as practicable following the acceptance for payment ofdate hereof, and payment by Sub forin any event within four (4) business days hereof, any shares of Company Common Stock pursuant to the Offer, Sub shall be entitled to designate such number of directors on the Company agrees that the Board as will give Sub, subject to compliance with Section 14(f) and all applicable committees of the Exchange Act, representation on the Company Board equal shall take all actions necessary to at least that number of directors, rounded up to the next whole number, that equals the product of (i) increase the total number size of the Board from seven (7) to eight (8) directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by and (ii) appoint the percentage that (A) such number Nominee as a director of shares 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 Company Common Stock so accepted for payment and paid for by Sub plus Shareholders. The size of the number 2017 Class shall be automatically reduced to two members as of shares the date of Company Common Stock otherwise owned by Sub or any other subsidiary the Company’s 2017 Annual Meeting of Parent bears to (B) the number of such shares outstandingShareholders, and the Company shalland 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 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 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 member of the Board (and all committees thereof), at such time, cause Subtime (the “Trigger Event Resignation Date”) as the Privet Group’s designees aggregate Beneficial Ownership of Common Stock decreases to be so elected or appointed less than (x) to the Company Board, provided that in the event that Sub’s designees are appointed or elected extent prior 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 the 2017 Annual Meeting of Shareholders, 5.00% of the Company outstanding shares of Common Stock and (y) to the “Independent Directors”); and provided further that, in such event, if extent after the number date of Independent Directors shall be reduced below three for any reason whatsoever, 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 2017 Annual Meeting 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 Shareholders of the Company, Parent or Sub3.50% 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 such persons (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 deemed required to be Independent Directors for purposes preserve the confidentiality of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointmentCompany’s business and information, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) discussions or matters considered in or for meetings of the Exchange Act and Rule 14f-1 promulgated thereunderBoard or related thereto, and shall have the Company shall make such mailing same rights and benefits, including with respect to insurance, indemnification, exculpation, compensation and fees, as are applicable to the mailing independent directors of the Schedule 14D-9 (provided that Sub 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 2017 Annual Meeting of Shareholders, Nominee shall have provided to the Company on a timely basis any and all information required to be included disclosed in a proxy statement or other filing under applicable law or that is otherwise consistent with the Information Statement information that is required to be disclosed by all other persons standing for election as a director of the Board, stock exchange rules or listing standards, along with respect any additional information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to Sub’s designees)directors or satisfying compliance and legal obligations, and to 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 connection with the foregoing, event that the Company shall promptly, at the option of Sub, either increase the size Nominee (i) voluntarily resigns as a director of the Company Board or obtain the resignation of such number of its current directors (ii) is unable to serve as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee a director of the Company Board (other than due to death or incapacity or due to 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 Timeremoval without cause, the concurrence Privet Group shall be entitled to recommend a substitute person(s) to fill the resulting vacancy, subject to (x) the approval of a majority of the Independent Directors shall Nominating and Corporate Governance Committee, it being understood that the Nominating and Corporate Governance Committee cannot unreasonably withhold their consent to such a replacement candidate and that a good faith belief that a replacement candidate’s appointment would not be required for any amendment to this Agreementin the best interest of the Company or its business does not constitute an unreasonable withholding of consent, any termination and (y) the Board’s good faith customary due diligence process, including review of this Agreement 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 CompanyPrivet Group, any extension the Privet Group will have the right to recommend additional substitute person(s) for consideration by the Company Nominating and Corporate Governance Committee. Upon the approval of a replacement by the time for Board acting in good faith (and subject to the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunderBoard’s good faith customary due diligence process), any recommendation the Board will take such actions as necessary to stockholders or any modification or withdrawal appoint such replacement nominee to the Board no later than five business days after the Nominating and Corporate Governance Committee approval 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 Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreementreplacement nominee.