Common use of Directors Clause in Contracts

Directors. (a) Subject to compliance with applicable law, promptly upon the payment by the Purchaser for Shares pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of the total number of directors on the Board of Directors of the Company (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates bears to the total number of Shares then outstanding, and the Company shall, upon request of Parent, promptly take all actions necessary to cause Parent's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that prior to the Effective Time (as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee of the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company. (c) From and after the election or appointment of Parent's designees pursuant to this Section 1.03 and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or the

Directors. (a) Section 1.3.1 Subject to compliance with applicable law, promptly upon the payment by the Purchaser for Shares pursuant to the Offer representing at least a majority such number of Shares as shall satisfy the votes entitled to be cast by all holders of SharesMinimum Condition, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Sharesthereafter, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to the product of the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or any of its affiliates bears to the total number of Shares then outstandingoutstanding (including, in each case, any outstanding securities of the Company owned by Parent or any of its affiliates convertible or exchangeable into or exercisable for Shares on an as-converted basis), and the Company shall, upon request of Parent, promptly take all actions necessary to cause Parent's ’s designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that prior to the Effective Time (as defined in Section 2.02)Time, the Company Board shall always have at least one member who is neither an officer, director or designee of the Parent ("Purchaser Insiders")two Continuing Directors. (b) Section 1.3.2 The Company's ’s obligations to appoint Parent's ’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.031.3. Parent will supply to the Company any information with respect to itself and its itself, the Purchaser, their respective officers, directors and affiliates and proposed designees to the Company Board required by such Section and Rule to Rule, and the CompanyCompany shall include such information in the Schedule 14D-9. (c) From and after Section 1.3.3 Following the election or appointment of Parent's ’s designees to the Company Board pursuant to this Section 1.03 1.3 and prior to the Effective Time, the Company’s bylaws shall be amended to provide that any Adverse Matter (as defined below) shall require, in addition to any other affirmative votes required under the DGCL, the affirmative vote of not less than a majority of the entire Company Board, which majority shall include the concurrence of a majority of the Continuing Directors; provided, however, that if the foregoing provisions of this subsection are invalid or incapable of being enforced under applicable law, then neither Parent nor the Purchaser shall approve (either in its capacity as a stockholder or as a party to this Agreement, as applicable), and Parent and the Purchaser shall use their reasonable efforts to prevent the occurrence of, such action unless such actions shall have received the unanimous approval of the entire Company Board. For the purposes of this Section 1.3.3, an “Adverse Matter” shall mean any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or thethe Purchaser hereunder, or any waiver of any condition to the Company’s obligations hereunder or any of the Company’s rights hereunder, if such amendment, termination, extension or waiver would be reasonably likely to have an adverse effect on the stockholders of the Company other than the Purchaser or its affiliates. For purposes of this Section 1.3, the term “Continuing Directors” shall mean any directors of the Company then serving, if any, who are directors as of the date hereof. Notwithstanding the provisions of this Section 1.3, the parties hereto shall use their respective reasonable efforts to ensure that at least two of the members of the Company Board shall, at all times prior to the Effective Time (as defined in Section 2.2 hereof), be Continuing Directors, provided that, if there shall be in office fewer than two Continuing Directors for any reason, the parties shall use their reasonable efforts to cause the Company Board to cause the person designated by the remaining Continuing Director to fill such vacancy, which person shall be deemed to be a Continuing Director for all purposes of this Agreement. 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 the Purchaser, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. The Company Board shall not delegate any Adverse Matter to any committee of the Company Board unless such committee consists only of Continuing Directors.

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the acceptance for payment by the Purchaser for Shares pursuant to the Offer representing at least a majority Sub of the votes entitled to be cast by all holders any shares of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesCompany Common Stock, Parent shall be entitled to designate such the number of directorsmembers, rounded up to the next whole number, on the Company's Board of Directors of the Company as is equal to that equals the product of (i) the total number of directors on members of the Company's Board of Directors of the Company (determined after giving effect to the election of any additional directors elected pursuant to this sentenceSection 6.6) multiplied by and (ii) the percentage that the aggregate number of Shares beneficially owned shares of Company Common Stock accepted for payment by Parent or its affiliates Purchaser bears to the total number of Shares then shares of Company Common Stock outstanding, and the Company shall, upon request of Parent, promptly shall take all actions action necessary to cause Parent's designees to be so electedelected or appointed to the Company's Board of Directors, including, if necessarywithout limitation, increasing the number of directors, and seeking the and accepting resignations of one incumbent directors. At such times, the Company will use all reasonable efforts to cause individuals designated by Parent to constitute the same percentage as such individuals represent on the Company's Board of Directors or more existing directors; providedeach committee of the Board (other than any committee of the Board established to take action under this Agreement), howeverand, that prior if requested by Parent, each board of directors of each Subsidiary and each committee of each such board. Notwithstanding the foregoing, until such time as Parent acquires a majority of such outstanding shares of Company Common Stock on a fully-diluted basis (determined as set forth in Exhibit A to the Effective Time (as defined in Section 2.02this Agreement), the Board Company shall always have at least one member who is neither an officer, director or designee use all reasonable efforts to ensure that all of the Parent ("Purchaser Insiders")members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and such boards and committees. (b) The Company's obligations to appoint Parent's designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.03 6.6 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule in order 14f-1 to fulfill its obligations under this Section 1.036.6. 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 such Section 14(f) and Rule to the Company14f-1. (c) From and after the election or appointment of Parent's designees pursuant to this Section 1.03 and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or the

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the satisfaction of the Minimum Condition and the acceptance for payment by the Purchaser for Shares of any shares of Company Common Stock pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesOffer, Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, on the Board Company’s board of Directors of the Company as is equal to directors that equals the product of (i) the total number of directors on the Board Company’s board of Directors of the Company directors (determined after giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by the percentage that and (ii) a fraction whose numerator is the aggregate number of Shares shares of Company Common Stock the beneficially owned by Parent or its affiliates bears Acquisition Sub (including shares of Company Common Stock accepted for payment pursuant to the Offer), and whose denominator is the total number of Shares shares of Company Common Stock then outstanding, and the Company shall, upon request of Parent, promptly shall take all actions action necessary to cause Parent's ’s designees to be so electedelected or appointed to the Company’s board of directors, includingincluding increasing the number of directors, if necessary, and seeking the and accepting resignations of one or more existing incumbent directors; provided. At such time, howeverto the extent requested by Parent, the Company will also use its best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Company’s board of directors and (ii) each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as individuals designated by Parent represent on the board of directors of the Company. Notwithstanding the provisions of this Section 1.3, the parties hereto shall use their respective commercially reasonable efforts to cause at least two of the members of the Company’s board of directors, at all times prior to the Effective Time (as defined in Section 2.02hereinafter defined), to be individuals who were directors of the Board Company and were not officers or employees of the Company or any of its Subsidiaries on the date hereof (the “Continuing Directors”); provided, however, that if at any time prior to the Effective Time there shall always have at least be in office only one member Continuing Director for any reason, the Company’s board of directors shall cause a person who is neither not an officer, director officer or designee employee of the Company or any of its Subsidiaries designated by the remaining Continuing Director to fill such vacancy (and such person shall be deemed to be a Continuing Director for all purposes of this Agreement), and if at any time prior to the Effective Time no Continuing Directors then remain, the other directors of the Company then in office shall use reasonable efforts to designate two persons to fill such vacancies who are not officers or employees or affiliates of the Company, its Subsidiaries, Parent or Acquisition Sub or any of their respective affiliates ("Purchaser Insiders"and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement). (b) The Company's ’s obligations to appoint Parent's ’s designees to the Board Company’s board of directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors directors, as is required under such Section 14(f) and Rule 14f-1 of the Exchange Act require in order to fulfill its obligations under this Section 1.03. Section, so long as Parent will supply any shall have provided to the Company on a timely basis the information with respect to itself Parent and its nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 of the Exchange Act. The provisions of this Section 1.3 are in addition to and shall not limit any rights which Acquisition Sub, Parent or any of their affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of applicable law with respect to the Companyelection of directors or otherwise. (c) From and after Following the election or appointment of Parent's ’s designees pursuant to this Section 1.03 1.3(a) and prior to until the Effective Time, the approval of a majority of the Continuing Directors or if there shall only be one, of a Continuing Director, shall be required to authorize (and such authorization shall constitute the authorization of the Company’s board of directors and no other action on the part of the Company, including any amendment or action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company’s board of directors, any extension of time for performance of any obligation or action hereunder by Parent or Acquisition Sub requiring the consent of the Company, any waiver of compliance by the Company of the time for the performance of any of the obligations agreements or conditions contained herein for the benefit of the Company, any required or permitted consent or action by the board of directors of the Company hereunder and any other acts action of the Company hereunder which adversely affects the holders of shares of Company Common Stock (other than Parent or theAcquisition Sub); provided, that, if for any reason there shall be no Continuing Directors, such actions may be effected by majority vote of the entire board of directors of the Company.

Directors. (a) Subject to compliance with applicable lawLaw, promptly upon the payment by the Purchaser for Shares pursuant and subject to the Offer representing at least a majority of the votes entitled to be cast by all holders of SharesClosing, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate such number of directors, rounded up nominate two directors to the next whole number, on the Board of Directors of as constituted after the Company as is equal to Offer Closing (the product of “Post-Offer Board”) (the total number of directors on the Board of Directors of the Company (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates bears to the total number of Shares then outstanding“Purchaser Designees”), and the Company shall, upon request of Parent, promptly take all actions necessary shall use its reasonable best efforts to cause Parent's designees the Purchaser Designees to be so electedappointed. In connection with the foregoing, includingas a condition to and in connection with the Offer Closing, if necessarythe Company shall obtain and deliver, seeking at the Offer Closing, resignations of one Xxxxxxxxx Xxxxx and Xxxxx X. Xxxxxxxx (in their respective capacities as directors), such resignations to be effective as of or more existing directorsimmediately after the Offer Closing (the “Director Resignations”), and take such actions as are reasonably necessary to enable Purchaser Designees to be appointed to the Post-Offer Board to fill the vacancies created by the Director Resignations as provided above; provided, however, that prior to following the Effective Time Offer Closing until the later of the next election of directors and June 14, 2023, (as defined in Section 2.02), i) the number of directors of the Post-Offer Board shall always be four; and (ii) the Post-Offer Board shall have at least one member two directors who is neither an officer, director are or designee who were existing directors on the date of this Agreement (the Parent ("Purchaser Insiders"“Existing Directors”). (b) The Company's ’s obligations to appoint Parent's designees to the Post-Offer Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunder. The Company shall promptly use its reasonable best efforts to take all actions required pursuant to such Section 14(f) and Rule 14f-l in order to fulfill its obligations under this Section 1.03 5.8 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule in order 14f-l to fulfill its obligations under this Section 1.035.8. Parent will Purchaser 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 Affiliates required by such Section 14(f) and Rule to the Company14f-1. (c) From and after The compensation of the election or appointment directors on the Post-Offer Board will consist of Parent's designees pursuant to an annual cash retainer in the amount of $20,000. (d) The obligations of the Company under this Section 1.03 5.8 shall survive the consummation of the Transactions and prior shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 5.8 applies without the Effective Time, any amendment or termination consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 5.8 applies shall be third party beneficiaries of this Agreement by Section 5.8, each of whom may enforce the Company, any extension by the Company provisions of the time for the performance of any of the obligations or other acts of Parent or thethis Section 5.8).

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the payment by the Purchaser for Shares pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of Shares, Closing and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Sharesthereafter, Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to that equals the product of (i) the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the election of any additional directors elected pursuant to this sentenceSection 1.3) multiplied by and (ii) the percentage that the aggregate number of Shares shares of Company Common Stock beneficially owned by Parent or its affiliates and/or Merger Sub (including shares accepted for payment pursuant to the Offer) bears to the total number of Shares then shares outstanding, and the Company shall, upon request promptly following Parent’s written request, cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors (with such method to be by the election of Parent, promptly including the selection of the individuals designated for resignation). The Company shall take all such actions necessary to cause Parent's ’s designees to be so electedContinuing Directors under the Company’s Articles of Incorporation. At each such time, includingthe Company shall also cause individuals designated by Parent to constitute the proportional number of members, if necessary, seeking the resignations of one or more existing directors; provided, however, that prior rounded up to the Effective Time (as defined in Section 2.02)next whole number, the Board shall always have at least one member who is neither an officer, director or designee on each committee of the Company Board in proportion to the number of directors designated by Parent ("Purchaser Insiders")to the Company Board, to the extent permitted by applicable Law and the Nasdaq Marketplace Rules. (b) The Company's ’s obligations to appoint Parent's ’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunderpromulgated thereunder and, to the extent applicable to a “controlled company,” the Nasdaq Marketplace Rules. The Company shall promptly take all actions required pursuant necessary to such Section and Rule in order effect the appointment of Parent’s designees, including mailing to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 shareholders such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.031.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent will 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 Affiliates required by such Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) and this Section 1.3(b) shall be subject to the Companyreceipt of such information. (c) From and after Notwithstanding anything in this Agreement to the contrary, following the election or appointment of Parent's ’s designees pursuant to this Section 1.03 1.3(a) and prior to until the Effective Time, the affirmative vote of a majority of the directors of the Company then in office who were not so designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board, and if any amendment or other action on the part of the Company, including any action by any other director of the Company, shall be required, Parent shall cause the directors designated by Parent to take all necessary actions required to ratify such actions) (i) any termination of this Agreement by the Company, (ii) any extension amendment of this Agreement requiring action by the Company Board, (iii) any extension of the time for the performance of any obligation or action hereunder by Parent or Merger Sub, (iv) any waiver of compliance with any of the obligations agreements or other acts conditions contained herein for the benefit of Parent the Company or theany of the Company’s rights or benefits hereunder and (v) any amendment of the Company’s Articles of Incorporation.

Directors. (a) Subject to compliance with applicable lawThe number of directors of the Surviving Corporation shall be ten, promptly upon the payment of which six shall be named by EVI and four shall be named by the Purchaser for Shares pursuant Company. (b) The directors to be named by the Offer representing at least a majority Company shall be determined within 21 days of the votes entitled to be cast date hereof by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal from the current Board of Directors of the Company. One of such directors shall be Thomxx X. Xxxxx, Xx. Xx the Company does not notify EVI of its designees within such 21 day period, EVI (c) The directors to be named by EVI shall be determined within 21 days of the date hereof by the Board of Directors of EVI from the current Board of Directors of EVI. One of such directors shall be Bernxxx X. Xxxoc-Dannxx. Xx, prior to the product Effective Time of the total number Merger, any of directors on EVI's designees to the Board of Directors of the Surviving Corporation as so selected shall decline or be unable to serve as a director of the Surviving Corporation, the Board of Directors of EVI shall designate another person to serve in such person's stead. (d) The directors to be named by the Company shall be from the existing directors of the Company shall be required to be approved by EVI. The directors of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation from the Effective Time of the Merger until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. (determined after giving effect e) Subject to the directors elected pursuant to this sentence) multiplied by fiduciary duties of the percentage that Board of Directors of the aggregate number of Shares beneficially owned by Parent or its affiliates bears to the total number of Shares then outstandingSurviving Corporation, and the Company shall, upon request willingness of Parent, promptly take all actions necessary such persons to cause Parent's designees to be so elected, including, if necessary, seeking serve as directors of the resignations of one or more existing directors; provided, however, that prior to the Effective Time (as defined in Section 2.02)Surviving Corporation, the Board shall always have at least one member who is neither an officer, director or designee of Directors of the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees Surviving Corporation shall submit as nominees for election to the Board shall be subject to Section 14(f) of Directors of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in Surviving Corporation at the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company. (c) From and after the election or appointment Annual Meeting of Parent's designees pursuant to this Section 1.03 and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company Stockholders of the time for Surviving Corporation to be held in 1999 and 2000 the performance of any initial directors of the obligations or other acts of Parent or theSurviving Corporation as provided for herein.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the payment by the Purchaser for Shares purchase of shares of Common Stock pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of SharesOffer, and from time to time thereafter so long as the thereafter, Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, as will give Purchaser representation 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 and (determined after giving effect to the directors elected pursuant to this sentenceii) multiplied by the percentage that the aggregate number of Shares beneficially owned shares of Common Stock purchased by Parent Merger Sub or its affiliates Purchaser or any affiliate bears to the total number of Shares then outstandingshares of Common Stock outstanding (the "Percentage"), and the Company shall, upon request of Parentby Purchaser, promptly take all actions increase the size of the Board of Directors and/or exercise its reasonable best efforts to secure the resignations of such number of directors as is necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause ParentPurchaser's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that prior to until the Effective Time (as defined in Section 2.02)Time, the Board shall always of Directors will have at least one member who is neither an officerContinuing Director. At the request of Purchaser, director or designee the Company will use its reasonable best efforts to cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Parent Board, ("Purchaser Insiders"). ii) the board of directors of each Subsidiary and (biii) the committees of each such board of directors. The Company's obligations to appoint Parent's designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunderAct. The Company shall promptly take take, at its expense, all actions required pursuant action necessary to effect any such Section and Rule in order to fulfill its obligations under this Section 1.03 election, and shall include in the Schedule 14D-9 such the information with respect to required by Section 14(f) of the Company and its officers and directors as is required under such Section Exchange Act and Rule in order to fulfill its obligations under this Section 1.0314f-1 promulgated thereunder. Parent Purchaser will supply to Company in writing and be solely responsible for any information with respect to itself and its officersnominees, directors and affiliates required by such Section 14(f) and Rule to the Company14f-1. (cb) From and after Following the election or appointment of ParentPurchaser's designees pursuant to this Section 1.03 5.4 and prior to the Effective Time, the approval of a majority of the directors of the Company then in office who are not designated by Purchaser (the "Continuing Directors") shall be required to authorize (and such authorization shall constitute the authorization of the Board of Directors and no other action on the part of the Company, including any amendment or action by any other director of the Company, shall be required to 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 or other acts of Parent Purchaser or theMerger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the payment purchase by the Purchaser for Shares pursuant to the Offer representing Richfood or --------- any of its Subsidiaries (including Merger Subsidiary) of such number of shares of Dart Common Stock which represents at least a majority of the votes entitled to be cast by all holders outstanding shares of SharesDart Common Stock, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Sharesthereafter, Parent Richfood shall be entitled to designate such number of directorsdirectors ("Richfood's Designees"), rounded up to the next whole number, as will give Richfood representation on the Board of Directors of the Company as is Dart equal to the product of (x) the total number of directors on the Board of Directors of the Company Dart (determined after giving effect to any increase in the number of directors elected pursuant to this sentenceSection 2.4), and (y) multiplied by the percentage that such number of Shares so purchased ----------- bears to the aggregate number of Shares beneficially owned outstanding (such number being, the "Board Percentage"), and Dart shall, subject to Richfood's having theretofore provided Dart with the information with respect to Richfood's Designees required pursuant to Section 14(f) of the Exchange Act, promptly satisfy the Board Percentage by Parent (i) increasing the size of the Board of Directors of Dart, or its affiliates bears (ii) securing the resignations of such number of directors as is necessary to enable Richfood's Designees to be elected to the total number Board of Shares then outstanding, Directors of Dart (and Dart shall use its best efforts to cause the Company shall, upon then-remaining members of the Dart's Board of Directors to promptly so elect Richfood's Designees). At the request of ParentRichfood, promptly take Dart shall take, at Dart's expense, all actions lawful action necessary to cause Parent's designees to be so electedeffect any such election, including, if necessarywithout limitation, seeking mailing to Dart's stockholders the resignations of one or more existing directors; provided, however, that prior to the Effective Time (as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee of the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees to the Board shall be subject to information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant , unless such information has previously been provided to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include Dart's stockholders in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company14D-9. (cb) From and after Following the election or appointment of ParentRichfood's designees Designees pursuant to this Section 1.03 2.4 and prior to the Effective TimeTime of the Merger, any amendment ----------- or termination of this Agreement by the CompanyDart, any extension by the Company of the time for the performance of any or waiver of the obligations or other acts of Parent Richfood or theMerger Subsidiary hereunder by Dart or waiver of Dart's rights hereunder shall require the concurrence of a majority of directors of Dart then in office who are directors on the date hereof and who voted to approve this Agreement; provided, that if there shall be no such directors, such -------- actions may be effected by majority vote of the entire Board of Directors of Dart; and provided, further, that after the approval of this Agreement by the -------- ------- stockholders of Dart, no such amendment, termination, modification or supplement shall reduce or change the Merger Consideration or adversely affect the rights of Dart's stockholders hereunder without the approval of such stockholders.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the purchase of and payment for any Shares by the Purchaser for Shares pursuant to the Amended Offer representing which represent at least a majority of the votes entitled to be cast by all holders of Shares, Shares (on a fully diluted basis) and from time to time thereafter so long as the thereafter, Praxair and Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate members of the Board such that Praxair and Purchaser, subject to compliance with Section 14(f) of the Exchange Act, will have a number of directorsrepresentatives on the Board, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of (x) the total number of directors on the Board of Directors multiplied by (y) the percentage of the Company (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of outstanding Shares beneficially owned by Parent Purchaser or its affiliates bears to the total number of Shares then outstanding, and the Company shall, upon request of Parent, promptly take all actions necessary to cause Parent's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directorsaffiliates; provided, howeverthat, that any action to be taken prior to the Effective Time (as defined in Section 2.02), 2.3 hereof) by the Board shall always have at least one member who is neither an officer, director or designee of the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to this Agreement shall be approved by a majority of those directors of the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03who have not been designated by Praxair or Purchaser. Parent will supply any information with respect to itself and its officersNotwithstanding the foregoing, directors and affiliates required by such Section and Rule to the Company. (c) From and after the election or appointment of Parent's designees pursuant to this Section 1.03 and prior to until the Effective Time, the Company and Praxair shall use all reasonable efforts to retain as members of Company's Board of Directors at least two directors who at the time are neither officers of Praxair or the Company (or any amendment of their respective affiliates), nor designees of Purchaser (or termination any of this Agreement its affiliates), nor shareholders or affiliates of Purchaser (or any respective affiliate) (the "Disinterested Directors"). The Company shall, upon request by Praxair or Purchaser, promptly increase the size of the Board to the extent permitted by the Company's Restated Certificate of Incorporation (the "Company Charter") and, any extension by to the Company extent required to comply with this Section 1.3, secure the resignations of such number of directors as is necessary to enable Praxair's designees to be elected to the time for the performance of any of the obligations or other acts of Parent or theBoard and shall cause Praxair's designees to be so elected.

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the fulfillment of the Minimum Condition and upon the acceptance for payment by of the Purchaser for Shares shares of Company Common Stock pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesOffer, Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, on the Board Company’s board of Directors of the Company as is equal to directors that equals the product of (i) the total number of directors on the Board Company’s board of Directors of the Company directors (determined after giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by the percentage that and (ii) a fraction whose numerator is the aggregate number of Shares shares of Company Common Stock then beneficially owned by Parent or its affiliates bears Acquisition Co. (including shares of Company Common Stock accepted for payment pursuant to the Offer), and whose denominator is the total number of Shares shares of Company Common Stock then outstanding, and the Company shall, upon request of Parent, promptly shall take all commercially reasonable actions necessary to cause Parent's ’s designees to be so electedelected or appointed to the Company’s board of directors, includingincluding increasing the number of directors, if necessary, and seeking the and accepting resignations of one incumbent directors. At such time, to the extent requested by Parent, the Company will also use its reasonable best efforts (i) to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company’s board of directors, that represents the same percentage as the individuals designated by Parent represent on the board of directors of the Company and (ii) to cause individuals designated by Parent to constitute all of the members of the board of directors of each Subsidiary (as defined in Section 3.1 below) and each committee thereof. Notwithstanding the provisions of this Section 1.3, the parties hereto shall use their reasonable best efforts to cause at least two of the members of the Company’s board of directors, at all times prior to the Effective Time, to be individuals who were directors of the Company and were not officers or more existing directorsemployees of the Company or any Subsidiary on the date hereof and who each meet the requirements for being considered “disinterested” under Section 302A.673 of the MBCA (the “Continuing Directors”); provided, however, that if at any time prior to the Effective Time there shall be in office only one Continuing Director for any reason, the Company’s board of directors shall cause a person who is not an officer or employee of the Company or any Subsidiary designated by the remaining Continuing Director to fill such vacancy (as defined in Section 2.02and such person shall be deemed to be a Continuing Director for all purposes of this Agreement), the Board shall always have and if at least one member who is neither an officer, director or designee of the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company. (c) From and after the election or appointment of Parent's designees pursuant to this Section 1.03 and time prior to the Effective TimeTime no Continuing Directors then remain, any amendment the other directors of the Company then in office shall use their reasonable best efforts to designate two persons to fill such vacancies who are not officers or termination employees or affiliates of this Agreement by the Company, its Subsidiaries, Parent or Acquisition Co. or any extension by of their respective affiliates and who each meet the Company requirements for being considered “disinterested” under Section 302A.673 of the time MBCA (and such persons shall be deemed to be Continuing Directors for the performance all purposes of any of the obligations or other acts of Parent or thethis Agreement).

Directors. (a) Subject Parent, Buyer and the Company shall use their respective reasonable best efforts to compliance with applicable lawensure that the Company Board will, promptly upon the payment by the Purchaser for Shares pursuant to the Offer representing Closing, be comprised of at least a majority seven (7) directors, (i) at least five (5) of whom may be designated in writing by Parent and Buyer (the votes entitled “Buyer Directors”), in their sole discretion, as soon as reasonably practicable and in any event prior to be cast by all holders of Sharesconvening the EGM, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiariesii) continue to hold at least such number two (2) of Shares, Parent whom shall initially be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors current non-executive directors of the Company as is equal designated by the Company and Buyer by mutual written agreement (if and to the product of the total number of directors extent that they shall agree to continue to serve on the Company Board of Directors after the Closing), and who shall at all times be independent from Parent, Buyer and the Majority Shareholders and shall at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2008; provided, that, if and to the extent that the current non-executive directors of the Company do not agree to serve on the Company Board after the Closing, Buyer shall (determined after giving effect and Parent shall cause Buyer to) designate replacement directors who shall at all times be independent from Parent, Buyer and the Majority Shareholders and who shall at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2008, as promptly as reasonably practicable and in any event prior to convening the EGM (the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates bears to the total number of Shares then outstandingso designated, and the Company shall, upon request of Parent, promptly take all actions necessary to cause Parent's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that prior to the Effective Time (as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee of the Parent ("Purchaser Insiders"“Independent Directors”). (b) The Company's obligations Each Independent Director shall resign from, and the Company shall take such other action reasonably necessary to appoint Parent's designees ensure that each such Independent Director ceases to be a director of, the Company Board shall be subject upon the earliest to Section 14(foccur of (i) such time after the Acceptance Time as Buyer and its Affiliates, in the aggregate, own one hundred percent (100%) of the Exchange Act issued and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section outstanding Shares and Rule in order to fulfill its obligations under this Section 1.03 (ii) the Second Step Distribution having been made and shall include in the Schedule 14D-9 such information with respect to subsequent liquidation and dissolution of the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to (the Company“Liquidation”) having been completed. (c) From and If, at any time after the election Closing, an Independent Director resigns from, or appointment of otherwise ceases to be a member of, the Company Board, or ceases to be independent from Parent's designees pursuant to this Section 1.03 and , Buyer or the Majority Shareholders, in each case, prior to the Effective Timedate of resignation contemplated by Section 2.05(b), Parent shall procure that the respective Independent Director shall be replaced by a new director that is independent from Parent, Buyer and the Majority Shareholders and shall at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2008. (d) Parent and Buyer shall supply to the Company in writing any amendment information regarding the Buyer Directors, and (to the extent applicable) those Independent Directors designated by Buyer, as required by applicable Laws in connection with the appointment of the Buyer Directors, and (to the extent applicable) those Independent Directors designated by Buyer, to the Company Board, and Parent and Buyer shall be solely responsible for any such information. (e) In addition to the discharge contemplated by Section 2.04(a)(iv), Buyer shall (i) at the first annual or termination extraordinary general meeting of this Agreement by shareholders of the CompanyCompany held after the Closing, cause all members of the Company Board resigning effective upon the Acceptance Time to be fully and finally discharged for their acts of management or supervision, as applicable and (ii) at the first annual or extraordinary general meeting of shareholders of the Company held after the resignation of an Independent Director, cause such Independent Director to be fully and finally discharged for his or her acts of supervision; provided that Parent and Buyer shall not be required to cause the discharge of any extension director for acts as a result of fraud (bedrog), gross negligence (grove xxxxxx) or willful misconduct (opzet) of such director. (f) Notwithstanding any other required vote, the affirmative vote of the Independent Directors shall also be required for approving: (i) any restructuring that would reasonably be expected to lead to a dilution of the shareholdings of the Minority Shareholders, other than (A) pursuant to a rights issue by the Company or any other share issue where the Minority Shareholders have been offered an opportunity to subscribe pro rata in accordance with their then existing shareholding in the Company (voorkeursrecht), (B) the Asset Sale, the Second Step Distribution or the Liquidation or (C) the Compulsory Acquisition; and (ii) any other form of unequal treatment that prejudices or would reasonably be expected to prejudice or negatively affect the value of the time for Shares or voting rights attached to the performance of Shares held by the Minority Shareholders, but in any of event not including (A) the obligations Asset Sale, the Second Step Distribution and the Liquidation or other acts of Parent or the(B) the Compulsory Acquisition.

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the payment by the Purchaser for Shares purchase of shares of Company Common Stock pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of SharesOffer, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesParent, Parent in accordance with applicable Law, including U.S. federal securities laws, shall be entitled to designate such the number of directors, rounded up to the next whole number, on constituting the Company’s entire Board of Directors of the Company as is equal to that equals the product of (i) the total number of directors on the Company’s entire Board of Directors of the Company (determined after giving effect to the election of directors designated and elected by Parent pursuant to this sentenceSection 1.3(a)) multiplied by and (ii) the percentage that the aggregate number of Shares shares of Company Common Stock beneficially owned by Parent or its affiliates and/or Merger Sub (including shares of Company Common Stock purchased pursuant to the Offer) bears to the total number of Shares shares of Company Common Stock then outstanding, and the Company shall, upon request of Parent, promptly take all actions necessary to shall cause Parent's ’s designees to be so electedelected or appointed to the Company’s Board of Directors, including, if necessary, by increasing the total number of Company directorships, and seeking the and accepting resignations of one or more existing incumbent directors; provided. At such time, howeverthe Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, that prior rounded up to the Effective Time next whole number, on (as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee i) each committee of the Parent Company’s Board of Directors and ("Purchaser Insiders"). (bii) The Company's obligations to appoint Parent's designees to the Board shall be subject to Section 14(f) each board of directors of each Subsidiary of the Exchange Act Company (and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to each committee thereof) that represents the same percentage as such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to individuals represent on the Company. (c) From and after ’s Board of Directors. Without limiting the election or appointment generality of Parent's designees pursuant to this Section 1.03 and the foregoing paragraph, at all times prior to the Effective Time, the Company’s Board of Directors shall be composed of not less than two Continuing Directors each of whom shall be a Qualified Person and if the number of Continuing Directors shall ever be fewer than two for any amendment reason (or termination if immediately following consummation of this Agreement by the Offer there are not at least two then-existing directors of the Company who are Qualified Persons and willing to serve as Continuing Directors), then the number of Continuing Directors required hereunder shall be one, unless the remaining Continuing Director is able to identify a Qualified Person who is not then an officer or Affiliate of the Company, any extension by the Company of the time for the performance of Parent or any of their respective subsidiaries and is willing to serve as a Continuing Director, in which case such remaining Continuing Director shall be entitled to designate any such Qualified Person to fill such vacancy and such designated Qualified Person shall be deemed to be a Continuing Director for all purposes of this Agreement, or if no Continuing Directors then remain, the obligations or other acts directors shall be required to designate two Qualified Persons to fill such vacancies and such persons shall be deemed to be Continuing Directors for all purposes of Parent or thethis Agreement.

Directors. (a) Subject to compliance with applicable lawLaw, promptly effective immediately upon the payment by the Purchaser for Shares pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesOffer, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of (i) the total number of directors on the Board of Directors of the Company (determined after giving effect to the directors elected designated pursuant to this sentence) multiplied by the percentage that and (ii) a fraction whose (x) numerator is the aggregate number of Shares then beneficially owned by Parent or its affiliates bears to and Purchaser and (y) denominator is the total number of Shares then outstanding, and the Company shall, upon the request of Parent, promptly take all actions necessary use its reasonable best efforts to cause Parent's designees to be so electedelected or appointed, including, if necessary, increasing the number of directors and seeking the resignations of one or more existing directors; provided, however, that that, prior to the Effective Time (as defined in Section 2.02)Time, the Board of Directors of the Company shall always have have, subject to the following sentence, at least one member two (2) directors who is neither an officer, director or designee were directors of the Parent Company as of the date hereof, one of whom shall be Xxxxxx Xxxxxxx ("Purchaser InsidersContinuing Directors"). If, at any time prior to the Effective Time, there shall be only one (1) Continuing Director serving as a director of the Company for any reason, then the Company's Board of Directors shall cause an individual selected by the remaining Continuing Director to be designated to serve on the Company's Board of Directors (and such individual shall be deemed to be a Continuing Director for all purposes under this Agreement), and if, at any time prior to the Effective Time, no Continuing Director then remains, then the Company's Board of Directors shall designate and cause two (2) individuals to serve on the Company's Board of Directors who are not officers, employees or affiliates of the Company, Parent or Purchaser and such individuals shall be deemed to be Continuing Directors for all purposes under this Agreement. (b) The Company's obligations obligation to appoint ParentXxxxxx's designees to the Board of Directors of the Company shall be subject to include its compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, including mailing to the Company's stockholders, at the same time as the mailing of the Schedule 14D-9, an information statement containing the information required by such Section and Rule. 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 actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule such Rule, in order to fulfill its obligations under this Section 1.03. 1.03 so long as Parent will supply any shall have provided to the Company, on a timely basis, the information with respect to itself Parent and its designees, officers, directors and affiliates required by such Section and Rule to the Companysuch Rule. (c) From and after the Following any election or appointment of ParentXxxxxx's designees pursuant to this Section 1.03 and prior to the Effective Time, the approval of a majority of the Continuing Directors or, if there shall only be one (1), of the Continuing Director, shall be required to authorize (and such authorization shall constitute the authorization of the Company's Board of Directors and no other action on the part of the Company, including any action of the Company's Board of Directors, shall be required to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any amendment of the Company's Certificate of Incorporation or By-laws, (iii) any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or thePurchaser, (iv) any exercise or waiver of any of the Company's rights or remedies hereunder or (v) any other consent or action by the Company's Board of Directors with regard to any substantive matter relating to this Agreement or the Merger.

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the acceptance for payment by the Purchaser for of any Shares pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesOffer, Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to that equals the product of (i) the total number of directors on the Board of Directors of the Company (determined after giving effect to the election of any additional directors elected pursuant to this sentenceSection 1.03) multiplied by and (ii) the percentage that the aggregate number of Shares beneficially owned by Parent or and its affiliates Affiliates (including Shares accepted for payment) bears to the total number of Shares then outstanding, and the Company shall, upon request of Parent, promptly shall use its reasonable best efforts to take all actions action necessary to cause Parent's ’s designees to be so elected, including, if necessary, seeking the resignations of one elected or more existing directors; provided, however, that prior to the Effective Time (as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee of the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall be subject also use its reasonable best efforts to Section 14(fcause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Exchange Act Board of Directors and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to (B) each board of directors of each Subsidiary of the Company (and its officers and directors each committee thereof) that, in each case, represents the same percentage as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03individuals represent on the Board of Directors. Parent will supply any information with respect to itself and its officersNotwithstanding the foregoing, directors and affiliates required by such Section and Rule to the Company. (c) From and after following the election or appointment of Parent's ’s designees pursuant to this Section 1.03 1.03(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least three Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors and the board of directors of each Subsidiary of the Company to at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below three prior to the Effective Time, any amendment remaining Continuing Directors (or termination of this Agreement by the CompanyContinuing Director, any extension by the Company of the time for the performance of any of the obligations if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or other acts designee of Parent or theany of its Affiliates and who shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the purchase of and payment by the Purchaser for Shares pursuant to the Offer representing by Parent or any of its subsidiaries which represent at least a majority of the votes entitled to be cast by all holders of Sharesoutstanding Shares (on a fully diluted basis), and from time to time thereafter so long as thereafter, the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to the product of the total number of directors on the such Board of Directors of the Company (determined after giving effect to the directors elected designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by the Purchaser, Parent or its and any of their affiliates bears to the total number of Shares then outstanding, and outstanding (such number being the "Board Percentage"). The Company shall, upon request of Parentthe Purchaser, promptly take all actions cause Purchaser's designees to satisfy the Board Percentage, including without limitation increasing the size of the Company Board and securing resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be so elected to the Company Board, and shall cause Parent's designees to be so elected. Notwithstanding the foregoing, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that prior to until the Effective Time (as defined in Section 2.021.5 hereof), the Company shall retain as members of the Company Board at least two directors who are directors of the Company on the date hereof (the "Company Designees"); provided, that subsequent to the purchase of and payment for Shares pursuant to the Offer, Parent shall always have its designees represent at least one member who is neither an officer, director or designee a majority of the entire Company Board. If at any time prior to the Effective Time there are less than two Company Designees on the Company Board, Parent, Purchaser and the Company shall either (i) use their reasonable efforts to appoint successors who are not affiliated with Parent or the Purchaser or ("ii) permit the resigning Company Designee to appoint his or her successors in his or her reasonable discretion. The Company will use its reasonable best efforts to cause persons designated by Purchaser Insiders"). to constitute the same percentage as is on the Company Board of (bi) each Committee of the Company Board, (ii) each board of directors of each Subsidiary of the Company and (iii) each committee of each such board, in each case only to the extent permitted by law. The Company's obligations to appoint Parent's designees to the Board under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in Parent or the Schedule 14D-9 such information with respect to Purchaser will supply the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. Upon receipt of such information from Parent or the Purchaser, the Company shall include in the Schedule 14D-9 (as an annex or otherwise) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the CompanyCompany Board. (cb) From and after the election or appointment of time, if any, that Parent's designees pursuant to this Section 1.03 and prior to constitute a majority of the Effective TimeCompany Board, any amendment or 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 or other acts of Parent or thethe Purchaser hereunder, any waiver of any condition or any of the Company's rights hereunder or other action by the Company hereunder may be effected only by the action of a majority of the directors of the Company then in office who either were directors of the Company on the date hereof or are not affiliated with Parent or the Purchaser, which action shall be deemed to constitute the action of the full Company Board; provided, that if there shall be no such directors, such actions may be effected by unanimous vote of the entire Company Board.

Directors. (a) Subject to compliance with applicable lawlaw and to the extent permitted by the National Association of Securities Dealers, promptly upon the payment purchase by the Purchaser for Shares pursuant to the Offer representing of such number of Shares as represents at least a majority of the votes entitled to be cast by all holders of outstanding Shares, and from time to time thereafter so long as the thereafter, Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as is 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 (determined after giving effect to the election of any additional directors elected pursuant to this sentencesection) multiplied by and (ii) the percentage that the aggregate such number of Shares beneficially owned by Parent or its affiliates and/or Purchaser (including Shares accepted for payment) so purchased bears to the total number of Shares then outstanding, and the . The Company shall, upon request of Parentby Purchaser, promptly take all actions necessary to cause ParentPurchaser's designees to be so electedelected or appointed to the Board of Directors of the Company, includingincluding without limitation, if necessary, seeking increasing the size of the Board of Directors of the Company or securing the resignations of one such number of directors as is necessary to provide Purchaser with such level of representation, or more existing directorsboth; providedPROVIDED, howeverHOWEVER, that prior the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02), . The Company will cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board shall always have at least one member who is neither an officer, director or designee of Directors of the Parent Company and ("Purchaser Insiders"). (bii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint Parent's designees to the its Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunderAct. The At the request of Purchaser, the Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.03 1.04 and shall include in the Schedule 14D-9 such or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent and Purchaser will supply to the Company, and be solely responsible for, all information with respect to the Company themselves and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its their respective officers, directors and affiliates required by such Section and Rule to the CompanyRule. (cb) From and after Following the election or appointment of ParentPurchaser's designees pursuant to this Section 1.03 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action 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 thePurchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the full Board of Directors even if such majority of Continuing Directors does not constitute a majority of all directors then in office.

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the payment by the Purchaser for Shares pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of Shares, Closing and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Sharesthereafter, Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to that equals the product of (i) the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the election of any additional directors elected pursuant to this sentenceSection 1.3) multiplied by and (ii) the percentage that the aggregate number of Shares shares of Company Common Stock beneficially owned by Parent or its affiliates and/or Merger Sub (including shares accepted for payment) bears to the total number of Shares then shares outstanding, and the Company shall, upon request of Parent, promptly take all actions necessary to shall cause Parent's ’s designees to be so electedelected or appointed to the Company Board, including, if necessary, including by increasing the number of directors and seeking the and accepting resignations of one or more existing incumbent directors; provided. At such time, howeverthe Company shall also cause individuals designated by Parent to constitute the number of members, that prior rounded up to the Effective Time (as defined in Section 2.02)next whole number, the Board shall always have at least one member who is neither an officer, director or designee on each committee of the Parent ("Purchaser Insiders")Company Board that represents the same percentage as such individuals represent on the Company Board. (b) The Company's ’s obligations to appoint Parent's ’s designees to the Company Board shall be subject to Section 14(f) of the Exchange 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant necessary to such Section and Rule in order effect the appointment of Parent’s designees, including mailing to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such stockholders information with respect to the Company and its officers and directors directors, as is required under such Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.031.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent will 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 such Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the Companyreceipt of such information. (c) From and after Following the election or appointment of Parent's ’s designees pursuant to this Section 1.03 1.3(a) and prior to until the Effective TimeTime (as defined in Section 2.2(b) hereof), the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any amendment or action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any extension amendment of this Agreement requiring action by the Company Board, any extension of the time for the performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the obligations agreements or conditions contained herein for the benefit of the Company or any other acts of action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or theMerger Sub).

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the acceptance for payment by the Purchaser for of any Shares pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesOffer, Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, on the Company's Board of Directors of the Company as is equal to that equals the product of (i) the total number of directors on the Company's Board of Directors of the Company (determined after giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by and (ii) the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates and/or Merger Subsidiary (including Shares accepted for payment) bears to the total number of Shares then outstanding, outstanding (such directors to be allocated as evenly as possible among each of the classes of directors of the Company) and the Company shall, upon request of Parent, promptly shall take all actions action necessary to cause Parent's designees to be so electedelected or appointed to the Company's Board of Directors, including, if necessary, including increasing the number of directors or seeking the and accepting resignations of one or more existing incumbent directors; provided. Parent's designees shall serve as evenly as possible among the classes of the Company's Board of Directors. At such time, howeverthe Company will also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, that prior rounded up to the Effective Time next whole number, on (as defined in Section 2.02), i) each committee of the Board shall always have at least one member who is neither an officer, director or designee and (ii) each board of directors of each Subsidiary of the Parent Company ("Purchaser Insiders")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 Exchange 1934 Act and Rule 14f-1 promulgated 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 actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors directors, as is required under such Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.03Section. Parent will 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 such Section 14(f) and Rule to the Company14f-1. (c) From and after Following the election or appointment of Parent's designees pursuant to this Section 1.03 2.03(a) and prior to until the Effective Time, the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to (i) 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 action by any other director of the Company, shall be required to authorize) any amendment or termination of this Agreement by the Company, any extension of time for performance of any obligation or action hereunder by Parent or Merger Subsidiary, any exercise of rights or waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company, and (ii) take any other action by the Company of in connection with this Agreement or the time for the performance of any of the obligations or other acts of Parent or thetransactions contemplated hereby.

Directors. (a) Subject Promptly upon the acceptance for payment of, and payment by Merger Sub for, shares of Company Common Stock pursuant to the Offer, the parties hereto shall use best efforts such that Merger Sub may designate such number of members of the Company Board of Directors as will give Merger Sub, subject to compliance with applicable lawSection 14(f) of the Exchange Act, promptly upon representation on the payment by the Purchaser for Shares pursuant Company Board of Directors equal to the Offer representing at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate such that number of directors, rounded up to the next whole number, on the Board of Directors of the Company as which is equal to the product of (a) the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the directors elected pursuant to this sentence) multiplied by (b) the percentage that the aggregate (i) such number of Shares beneficially shares of Company Common Stock so accepted for payment and paid for by Merger Sub plus the number of shares of Company Common Stock otherwise owned by Parent, Merger Sub or any other subsidiary of Parent or its affiliates bears to (ii) the total number of Shares then such shares outstanding, and the Company shall, upon request of Parent, promptly take all actions necessary to cause Parent's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that in the event that Merger Sub’s designees are appointed or elected to the Company Board of Directors, then until the Effective Time the Company shall use best efforts to cause the Company Board of Directors to have at least two (2) directors who are (i) directors on the date of this Agreement and (ii) independent directors for purposes of the continued listing requirements of the Nasdaq (such directors, the “Independent Directors”); provided, further, that if any Independent Director is unable to serve due to death or disability or any other reason, the parties hereto shall use best efforts such that the remaining Independent Directors may elect or designate another individual (or individuals) who serve(s) as a director (or directors) on the date of this Agreement (provided that such individual is an independent director for purposes of the continued listing requirements of the Nasdaq) to fill the vacancy, and such director (or directors) shall be deemed to be an Independent Director (or Independent Directors) for purposes of this Agreement. If no Independent Director remains prior to the Effective Time (as defined in Section 2.02)Acceptance Date, the Board parties hereto shall always have at least one member who is neither an officer, director or designee use best efforts such that a majority of the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees to members of the Board of Directors of the Company at the time of the execution of this Agreement shall be subject entitled to Section 14(fdesignate two (2) individuals to fill such vacancies who shall not be employees of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information or otherwise affiliated with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company. (c) From , Parent or Merger Sub, and after such individuals shall be deemed Independent Directors for purposes of this Agreement. Following the election or appointment of Parent's ’s designees to the Company Board of Directors pursuant to this Section 1.03 5.15, and prior to until the Effective Time, the approval of a majority of the Independent Directors shall be required to authorize: (a) any amendment or termination of this Agreement by Agreement, (b) any amendment to the CompanyCertificate of Incorporation of the Company or the Bylaws of the Company (except for the Merger), (c) any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent, (d) waiver of any of the Company’s rights under this Agreement or any other acts action adversely affecting the rights of the Company Common Stockholders (other than Parent or theMerger Sub), and (e) any other consent of the Company or the Company Board of Directors with respect to this Agreement, the Offer or the Merger or any other transaction contemplated thereby or in connection therewith. To the fullest extent permitted by law, the authorization of any such matter by a majority of the Independent Directors shall constitute the authorization of such matter by the Company Board of Directors, and no other action on the part of the Company or any other director of the Company shall be required to authorize such matter. Following the Acceptance Time and prior to the Effective Time, neither Parent nor Merger Sub shall take any action to remove any Independent Director unless the removal shall be for cause. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Merger Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board of Directors as provided above.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the purchase of and payment --------- for any Shares by Parent or the Purchaser for Shares pursuant to the Offer representing which represents at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent outstanding Shares (and/or their respective whollyon a fully-owned subsidiaries) continue to hold at least such number of Sharesdiluted basis), Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to the product of the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by the Purchaser, Parent or its and any of their affiliates bears to the total number of Shares then outstanding, and the . The Company shall, upon request Parent's request, use its reasonable efforts either to promptly increase the size of the Company Board of Directors, including by amending the Bylaws of the Company if necessary so as to increase the size of the Company Board of Directors, or promptly secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent's designees to be so elected or designated to the Company's Board of Directors, promptly take all actions necessary and shall use its reasonable efforts to cause Parent's designees to be so electedelected or designated at such time. At such time, includingthe Company shall, if necessaryupon Parent's request, seeking also cause persons elected or designated by Parent to constitute the resignations of one or more existing directors; provided, however, that prior same percentage (rounded up to the Effective Time 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 Company Subsidiary (as defined in Section 2.023.2), and (iii) each committee (or similar body) of each such board, in each case only to the Board shall always have at least one member who extent permitted by applicable law or the rules of any stock exchange on which the Company Common Stock is neither an officer, director or designee of the Parent ("Purchaser Insiders"). (b) listed. The Company's obligations to appoint Parent's designees to the Board under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.03 and shall include in 1.3(a), including, but not limited to, mailing to stockholders (together with the Schedule 14D-9 such 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected or designated to the Company Board of Directors. Parent or the Purchaser shall supply the Company with information with respect to the Company either of them and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its their nominees, officers, directors and affiliates to the extent required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of the Purchaser, Parent or any of their respective affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the Companyelection of directors or otherwise. (cb) From and after In the election or appointment of event that Parent's designees are elected or designated to the Company Board of Directors, then, until the Effective Time, the Company shall cause the Company Board of Directors to have at least two directors who are non-executive directors (the "Independent Directors"); provided, however, --------------------- -------- ------- that if any Independent Director is unable to serve due to death or disability, the remaining Independent Director(s) shall be entitled to elect or designate another person (or persons), who is not a current or former executive of the Company ("Non- Executive"), and such non-executive person (or persons) shall be deemed to be an Independent Director for purposes of this Agreement. If no Independent Director then remains, the other directors shall designate two persons who are Non- Executives on the date hereof (or, in the event there shall be less than two directors who are Non-Executive Directors on the date hereof available to fill such vacancies as a result of such persons' deaths, disabilities or refusals to serve, such number of other Non-Executives who are willing to fill such vacancies) and such Non-Executives shall be deemed Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Parent's designees constitute a majority of the Company Board of Directors after the acceptance for payment of Shares pursuant to this Section 1.03 the Offer and prior to the Effective Time, any amendment then the affirmative vote of a majority of the Independent Directors (or termination if only one exists, then the vote of such Independent Director) shall be required to (i) amend or terminate this Agreement by the Company, any extension by the Company of the time for the performance of (ii) exercise or waive any of the obligations Company's rights, benefits or remedies hereunder, if such action would materially and adversely affect holders of Shares other acts of than Parent or thePurchaser, (iii) amend the Certificate of Incorporation or Bylaws of the Company if such action would materially and adversely affect holders of Shares other than Parent or Purchaser, or (iv) take any other action of the Company Board of Directors under or in connection with this Agreement if such action would materially and adversely affect holders of Shares other than Parent 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 may be effected by majority vote of the entire Company Board of Directors.

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the acceptance for payment by the Purchaser for Shares pursuant to the Offer representing at least of a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesShares that satisfies the Minimum Condition, Parent shall be entitled to designate such that number of directorsdirectors on the Board, rounded up to the next nearest whole number, on the Board of Directors of the Company as is equal to the product of (i) the total number of directors on the Board (giving effect, if applicable, to (A) the number of Directors newly created directorships if the size of the Company (determined after giving effect to the directors elected Board is increased pursuant to this sentenceSection 2.3(a) multiplied by and (B) the number of vacancies if the resignation of any director is secured pursuant to this Section 2.3(a)) and (ii) the percentage that the aggregate number of Shares beneficially owned in the aggregate by Parent or its affiliates and Merger Sub bears to the total number of Shares then outstanding, and the Company shallCompany, upon request of Parentat such time, promptly shall take all actions action necessary to cause Parent's designees to be so electedelected or appointed to the Board, including, if necessarywithout limitation, increasing the number of directors, and seeking the and accepting resignations of one or more existing incumbent directors; provided. At such time, howeverthe Company also will use its best efforts to cause individuals designated by Parent to constitute the number of members, that prior rounded up to the Effective Time nearest whole number, on (i) each committee of the Board and (ii) the board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as defined in Section 2.02)such individuals represent on the Board. Notwithstanding the foregoing, the Board Parent and the Company shall always have use their reasonable best efforts to ensure that at least one member who is neither an officer, director or designee two (2) members of the Parent Board as of the date hereof who are not employees of the Company (the "Purchaser InsidersContinuing Directors")) shall remain members of the Board until the Effective Time. (b) The Company's obligations to appoint Parent's designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company Company, at its sole expense, shall take promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors directors, as is required under such Section 14(f) or the Exchange Act and Rule 14f-1 promulgated thereunder require in order to fulfill its obligations under this Section 1.032.3. Parent will 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 Affiliates required by such Section 14(f) of the Exchange Act and Rule to the Company14f-1 promulgated thereunder. (c) From and after Following the election or appointment of Parent's designees pursuant to this Section 1.03 2.3(a) and prior to until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize (and such authorization shall constitute the authorization of the Board and no other action on the part of the Company, including any amendment or action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any extension amendment of this Agreement requiring action by the Company Board, any extension of the time for the performance of any obligation or action hereunder by Parent or Merger Sub and any waiver of compliance with any of the obligations agreements or other acts conditions contained herein for the benefit of the Company. For the avoidance of doubt, the approval of a majority of the Continuing Directors shall not be required to authorize any payments required to be made by the Company, pursuant to, or to otherwise comply with the terms and conditions of, the Parent or theNote.

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the payment by the Purchaser for Shares pursuant to the Offer representing at least a majority consummation of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesOffer, Parent shall shall, subject to Section 1.3(c), be entitled to designate such the number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to that equals the product of (i) the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the election of any additional directors elected pursuant to this sentenceSection 1.3) multiplied by and (ii) the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates Merger Sub (including Shares accepted for payment in connection with the Offer) bears to the total number of Shares then outstanding, and the Company shall, upon request of Parent, promptly shall take all actions action necessary to cause Parent's ’s designees to be so electedelected or appointed to the Company Board, includingincluding increasing the number of directors, if necessary, or seeking the and accepting resignations of one incumbent directors, or more existing directorsboth; providedprovided that, however, that prior to the Effective Time (as defined in Section 2.02)Time, the Company Board shall always have at least one member who two (2) Continuing Directors (as defined below). If the number of Continuing Directors is neither an officer, director or designee of the Parent reduced to less than two ("Purchaser Insiders"). (b2) The Company's obligations to appoint Parent's designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply for any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company. (c) From and after the election or appointment of Parent's designees pursuant to this Section 1.03 and reason prior to the Effective Time, the remaining and departing Continuing Directors shall be entitled to designate a person to fill the vacancy. At such times, the Company will use its commercially reasonable efforts to cause individuals designated by Parent to constitute the same percentage as such individuals represent on the Company Board of (x) each committee of the Company Board, (y) each board of directors of each subsidiary and (z) each committee of each such board. Notwithstanding anything in this Agreement to the contrary, in the event that Parent’s designees are elected to the Company Board prior to the Effective Time, the unanimous affirmative vote of the Continuing Directors shall be required for the Company to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement by Agreement, (b) waive any of the Company’s rights, benefits or remedies hereunder, (c) extend the time for performance of Parent’s and Merger Sub’s respective obligations hereunder, or (d) approve any extension other action by the Company which is reasonably likely to adversely affect the interests of the time for the performance of any shareholders of the obligations or Company (other acts of Parent or thethan Parent, Merger Sub and their Affiliates (other than the Company and its Subsidiaries)), with respect to the transactions contemplated by this Agreement. In addition, in the event approval of

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the payment earlier of the Purchase Option Closing and the acceptance for exchange by the Purchaser for of Shares pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesOffer, Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to that equals the product of (i) the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the election of any additional directors elected pursuant to this sentenceSection 3.04) multiplied by and (ii) the percentage that of the aggregate total number of Shares shares of Company Common Stock outstanding that are beneficially owned by Parent or its affiliates bears to the total number and/or Purchaser (including shares of Shares then outstandingCompany Common Stock accepted for exchange), and the Company shall, upon request of Parent, shall promptly take all actions action necessary to cause Parent's designees to be so electedelected or appointed to the Company Board, includingincluding increasing the number of directors, if necessary, and seeking the and accepting resignations of one or more existing incumbent directors; provided. At such time, howeverthe Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (y) each committee of the Company Board and (z) the board of directors of its Subsidiary (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board, in each case only to the extent permitted by Law. Notwithstanding the provisions of this Section 3.04, the parties hereto shall use their respective reasonable best efforts to ensure that at least two of the members of the Company Board who were directors of the Company prior to the Effective Time date described in the first sentence of this Section 3.04(a) (the "Continuing Directors") shall continue as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee directors of the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company. (c) From and after the election or appointment of Parent's designees pursuant to this Section 1.03 and prior to until the Effective Time; provided that if there shall be in office fewer than two Continuing Directors for any reason, any amendment or termination the Company Board shall cause a person designated by the remaining Continuing Director or, in the absence of action by the Continuing Director, by the Stockholders' Representative to fill such vacancy who shall be deemed to be a Continuing Director for all purposes of this Agreement by Agreement, or if no Continuing Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who will not be officers or employees or affiliates of the Company, any extension by the Company of the time for the performance of Parent or Purchaser or any of the obligations or other acts their respective subsidiaries and such persons shall be deemed to be Continuing Directors for all purposes of Parent or thethis Agreement.

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the acceptance for payment by the Purchaser for of any Company Shares pursuant to the Offer representing at least a majority of (the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares“Acceptance Time”), Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to that equals the product of (x) the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the election of any additional directors elected pursuant to this sentenceSection), and (y) multiplied by the percentage that the aggregate number of Company Shares beneficially owned by Parent or its affiliates and/or Merger Subsidiary (including Company Shares accepted for payment) bears to the total number of Company Shares then outstanding, and the Company shall, upon request of Parent, promptly shall take all actions action necessary to cause Parent's ’s designees to be so electedelected or appointed to the Company Board, includingincluding increasing the number of directors, if necessary, and seeking the and accepting resignations of one incumbent directors. At such time, the Company shall, to the fullest extent permitted by Applicable Law take all action necessary to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Company Board and (ii) each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board, in each case to the fullest extent permitted by Applicable Law. In the event that Parent’s designees are elected or more existing directors; providedappointed to the Company Board pursuant to this Section 2.03(a), until the Effective Time, the Company Board shall have at least such number of directors as may be required by the rules and regulations of Nasdaq or the federal securities laws who are considered independent directors within the meaning of such rules and laws (each, a “Continuing Director”, and together, the “Continuing Directors”), provided however, that prior to if the Effective Time (number of Continuing Directors shall be reduced below the number of directors as defined in Section 2.02)may be required by such rules and laws for any reason, the Board remaining Continuing Directors shall always have at least one member be entitled to designate persons to fill such vacancies with persons who is neither an officershall be deemed Continuing Directors for purposes of this Agreement, director or designee if no Continuing Director then remains, the other directors shall designate such number of directors as may be required by the rules and laws to fill such vacancies and who shall not be stockholders in or Affiliates of the Parent ("Purchaser Insiders")Parent, and such persons shall be deemed Continuing Directors for purposes hereof. (b) The Company's ’s obligations to appoint Parent's ’s designees to the Company Board shall be subject to Section 14(f) of the Exchange 1934 Act and Rule 14f-1 promulgated 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 actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors directors, as is required under such Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.03Section. Parent will shall supply to the Company in writing any information with respect to itself and its nominees, officers, directors and affiliates required by such Section 14(f) and Rule to the Company14f-1. (c) From and after Following the election or appointment of Parent's ’s designees pursuant to this Section 1.03 2.03(a) and prior to until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any decrease in or change of form of the Merger Consideration, (iii) any extension by the Company of the time for the performance of any of the obligations of Merger Subsidiary or other acts Parent hereunder, (iv) any waiver of compliance with the performance of any obligation or action hereunder by Parent or theMerger Subsidiary for the benefit of the Company or any waiver of any right of the Company under this Agreement, (v) any amendment to the certificate of incorporation of the Company or bylaws of the Company or (vi) any other action or consent by the Company or the Company Board with respect to this Agreement, the Merger or any other transaction contemplated hereby.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the purchase of and payment for any Company Common Stock by the Purchaser for Shares pursuant to the Offer representing Parent or any of its Subsidiaries which represents at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent outstanding Company Common Stock (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shareson a Fully Diluted Basis), Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of the total number of directors on the such Board of Directors of the Company (determined after giving effect to the directors elected designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates shares of Company Common Stock so accepted for payment bears to the total number of Shares shares then outstanding. In furtherance thereof, and the Company shall, upon request of ParentMerger Sub, promptly either increase the size of its Board of Directors or secure the resignation of such number of its incumbent directors, or both, as is necessary to enable Parent's designees to be so elected to the Company's Board, and shall take all actions necessary available to the Company to cause Parent's designees to be so elected. At such time, includingthe Company shall, if necessaryrequested by Parent, seeking also cause persons designated by Parent to constitute at least the resignations of one or more existing directors; provided, however, that prior same percentage (rounded up to the Effective Time (next whole number) as defined in Section 2.02), is on the Company's Board of Directors on each committee of the Company's Board of Directors. The Parent shall always use its best efforts to cause the Company to have at least one member who is neither an officerindependent director until the Effective Time, director or designee including, but not limited to retaining one of the Parent ("Purchaser Insiders")Company's current directors. (b) The Company's obligations to appoint Parent's designees to the Board Company shall be subject promptly take all actions required pursuant 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 promulgated thereunder in order to fulfill its obligations under this Section 1.03 2.3(a), including mailing to shareholders the information required by such Section 14(f) and shall include Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company's Board of Directors. Parent or Merger Sub will supply the Company and be solely responsible for any information provided by them in writing expressly for inclusion in the Schedule 14D-9 such information sent to Stockholders with respect to the Company either of them and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 2.3 are in addition to and shall not limit any rights which the Merger Sub, Parent or any of their affiliates may have as a holder or beneficial owner of Company Common Stock as a matter of law with respect to the Companyelection of directors or otherwise. (c) From and after the election or appointment of Parent's designees pursuant to this Section 1.03 and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or the

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the acceptance for payment of, and payment for, any Shares by the Purchaser for Shares Merger Sub pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of Sharesand, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Sharesthereafter, Parent Merger Sub shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of the total number of directors on the Board of Directors of the Company (determined after giving effect as will give Merger Sub, subject to compliance with Section 14(f) of the Exchange Act and subject to the final sentence of this Section 1.3, representation on the Board equal to at least that number of directors elected pursuant (rounded up to this sentencethe next whole number) multiplied by equal to the product of (i) the total number of directors on the Board and (ii) the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates Merger Sub bears to the total number of Shares then outstanding, and the Company shall, upon request of Parentat such time, promptly take all actions necessary to cause ParentMerger Sub's designees to be so elected, including, if necessary, seeking the resignations of one elected or more existing directors; provided, however, that prior to the Effective Time (as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee of the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees appointed to the Board of Directors of the Company. Subject to applicable law, the Company shall be subject take all action requested by Purchaser necessary to effect any such election, including mailing to its stockholders the information statement (as amended from time to time, the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The , and the Company shall promptly take all actions required pursuant agrees to make such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in mailing with the mailing of the Schedule 14D-9 such (provided that Merger Sub shall have provided to the Company on a timely basis in writing all information required to be included in the Information Statement with respect to Merger Sub's designees). In connection with the foregoing, the Company will promptly, at the option of Purchaser, either increase the size of the Company's Board of Directors and/or use its commercially 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's Board of Directors as provided above. In addition, subject to applicable law, at such time as Merger Sub shall be entitled to designate a number of directors as provided by this Section 1.3, at the request of Purchaser, the Company will use its best efforts to cause individuals designated by Merger Sub to constitute the same percentage as such individuals represent on the Board of Directors of (x)__each committee of the Board of Directors, (y)__each board of directors of each Subsidiary (as defined below) of the Company and its officers (z)__each committee of each such board. Notwithstanding the foregoing, until the Effective Time (as defined in Section 2.3 hereof), there shall be at least two directors who are directors on the date hereof and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its who are not designees nor officers, directors and directors, employees or affiliates required by such Section and Rule of Purchaser or Merger Sub nor officers or employees of the Company or Parent ("Independent Directors"), provided that if the number of Independent Directors shall be reduced below two for any reason, the Board of Directors shall, subject to the Company. approval of the remaining Independent Directors (c) From and after or Independent Director, if there be only one remaining), if any, designate a person or persons to fill the election vacancy or appointment vacancies who are not designees nor officers, directors, employees or affiliates of Parent's designees pursuant to this Section 1.03 and prior to the Effective Time, any amendment Purchaser or termination Merger Sub nor officers or employees of this Agreement by the Company, any extension by the Company and such persons shall be deemed to be Independent Directors for purposes of the time for the performance of any of the obligations or other acts of Parent or thethis Agreement.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the payment purchase by the Purchaser for Shares pursuant to the Offer representing or otherwise of such number of Shares as represents at least a majority of the votes entitled to be cast by all holders of outstanding Shares, and from time to time thereafter so long as the thereafter, Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is will give Purchaser representation on the Board of Directors of the Company equal to the product of the total number of directors on the Board of Directors of the Company (determined after giving effect to the directors elected pursuant to this sentence) multiplied by and the percentage that the aggregate such number of Shares beneficially owned by Parent or its affiliates so purchased bears to the total number of Shares then outstanding, and the Company shall, upon request of Parentby Purchaser, promptly take all actions increase the size of the Board of Directors of the Company or use its best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause ParentPurchaser's designees to be so elected, including, if necessary, seeking . The Company will also use its best efforts to cause persons designated by Purchaser to constitute the resignations same percentage as is on the entire Board of one or more existing directors; provided, however, that prior Directors of the Company to the Effective Time be on (as defined in Section 2.02), i) each committee of the Board shall always have at least one member who is neither an officer, director or designee of Directors of the Parent Company and ("Purchaser Insiders"). (bii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company's obligations to appoint Parent's designees to the its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunderpromulgated thereunder and applicable law. The At the request of Purchaser, the Company shall promptly take all actions necessary to effect any such election or appointment of Purchaser's designees, including mailing to its stockholders the information required pursuant to such by Section 14(f) of the Exchange Act and Rule in order to fulfill its obligations under this Section 1.03 and 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall include in be so mailed together with the Schedule 14D-9 such 14D-9. Parent and Purchaser will supply to the Company all information with respect to the Company themselves and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its their respective officers, directors and affiliates required by such Section and Rule to the CompanyRule. (cb) From and after Following the election or appointment of ParentPurchaser's designees pursuant to this Section 1.03 1.04(a) and prior to the Effective TimeTime (as defined below), and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the Board of Directors of the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or thePurchaser under this Agreement and any consent pursuant to or waiver of compliance with any of the agreements or conditions under this Agreement for the benefit of the Company will require the concurrence of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "Continuing Directors"). The Continuing Directors shall have the authority to retain such counsel and other advisors at the expense of the Company as are reasonably required in connection with the exercise of their duties, and shall have the authority to institute any action, on behalf of the Company to enforce performance of this Agreement.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the acceptance for payment of, and payment --------- for, any shares of the Company Common Stock by the Purchaser for Shares Sub pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of SharesOffer, and from time to time thereafter so long as provided that the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesMinimum Tender Condition has been satisfied, Parent Sub shall be entitled to designate for appointment or election to the Company's Board of Directors, upon written notice to Company, such number of directors, persons so that the designees of Sub constitute the same percentage (but in no event less than a majority) of the Company's Board of Directors (rounded up to the next whole number) as the percentage of Shares acquired in connection with the Offer. The Company shall, on upon Sub's request, promptly increase the size of the Board of Directors and/or secure the resignations of the Company as is equal to the product of the total such number of directors on as is necessary to enable Sub's designees to be elected to the Board of Directors of the Company (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates bears to the total number of Shares then outstanding, and the Company shall, upon request of Parent, promptly take all actions necessary to shall cause ParentSub's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that prior . Subject to the Effective Time (as defined in Section 2.02)applicable law, the Board Company shall always have at least one member who is neither an officertake all action requested by Parent necessary to effect any such election, director or designee of including mailing to its stockholders the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees to Information Statement containing the Board shall be subject to information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The , and the Company shall promptly take all actions required pursuant agrees to make such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in mailing with the mailing of the Schedule 14D-9 such (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 the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03Sub's designees). Parent will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company. (c) From and after Following the election or appointment of ParentSub's designees pursuant to this Section 1.03 6.7, and prior to the Effective Time, any amendment or termination of this Agreement by the CompanyAgreement, any extension by the Company of the time for the performance of any or waiver of the obligations or other acts of Parent or theSub or waiver of the Company's rights hereunder, shall require the concurrence of a majority of the Company's directors (or the concurrence of the director, if there is only one remaining) then in office who are directors of the Company on the date hereof, or are directors (other than directors designated by Sub in accordance with this Section 6.7) designated by such persons or person to fill any vacancy (the "Continuing Directors"). Notwithstanding the foregoing, Parent -------------------- will take all actions in its power required to maintain on the Company's Board at least one Continuing Director at all times after the consummation of the Offer and until the Effective Time.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the purchase of and payment for shares of ASARCO by the Purchaser for Shares pursuant to the Offer representing Parent or any of its Subsidiaries which represent at least a majority of the votes entitled outstanding shares of ASARCO Common Stock (on a fully diluted basis) pursuant to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesASARCO Offer, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the ASARCO Board of Directors of the Company as is equal to the product of the total number of directors on the such Board of Directors of the Company (determined after giving effect to the directors elected designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares shares of ASARCO Common Stock beneficially owned by SubA, Parent or its affiliates and any other wholly-owned subsidiary of Parent bears to the total number of Shares shares of ASARCO Common Stock then outstanding, and the Company . ASARCO shall, upon request of ParentSubA, use all reasonable efforts promptly take all actions either to increase the size of its Board of Directors or, at ASARCO's election, secure the resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be so elected to the ASARCO Board, and shall cause Parent's designees to be so elected. Notwithstanding the foregoing, includinguntil the Effective Time, if necessary, seeking ASARCO shall retain as members of its Board of Directors at least two directors who are directors of ASARCO on the resignations of one or more existing directorsdate hereof (the "ASARCO Designees"); provided, however, that prior subsequent to the Effective Time (as defined in Section 2.02)purchase of and payment for shares of ASARCO Common Stock pursuant to the ASARCO Offer, the Board Parent shall always have its designees represent at least one member who is neither an officer, director or designee a majority of the Parent ("Purchaser Insiders"). (b) The Companyentire Board of Directors. ASARCO's obligations to appoint Parent's designees to the Board under this Section 1.4(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company ASARCO shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.03 1.4(a), including mailing to shareholders the information required by such Section 14(f) and shall include in the Schedule 14D-9 such information with respect Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03ASARCO Board of Directors. Parent or SubA will supply ASARCO any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule to the Company14f-1. (cb) From and after the election or appointment of time, if any, that Parent's designees pursuant to this Section 1.03 and prior to constitute a majority of the Effective TimeASARCO Board, any amendment or of this Agreement, any termination of this Agreement by the CompanyASARCO, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or theSubA hereunder, any waiver of any condition or any of ASARCO's rights hereunder or other action by ASARCO hereunder may be effected only by the action of a majority of the directors of ASARCO then in office who were directors of ASARCO on the date hereof, which action shall be deemed to constitute the action of the full Board of Directors; provided, that if there shall be no such directors, such actions may be effected by majority vote of the entire ASARCO Board.

Directors. (a) Subject to compliance with applicable law, promptly upon the Promptly after Purchaser first accepts for payment by the Purchaser for any Shares tendered and not withdrawn pursuant to the Offer representing at least a majority of (the votes entitled to be cast by all holders of Shares“Appointment Time”), and from time to time thereafter so long as the Shares are accepted for payment by Purchaser, Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to the product of the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or Parent, Purchaser and any of its affiliates bears to the total number of Shares then outstanding, and ; provided that in no event shall the number of Purchaser designees constitute less than a majority of the Company Board of Directors. The Company shall, upon Purchaser’s request at any time following the purchase of Parentand payment for Shares pursuant to the Offer, take such actions, including but not limited to promptly (and in any event to the extent reasonably practicable within one (1) Business Day) filling vacancies or newly created directorships on the Company Board of Directors, promptly take all actions (and in any event to the extent reasonably practicable within one Business Day) increasing the size of the Company Board of Directors (including by amending the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate”), the Amended and Restated Bylaws of the Company (the “Company Bylaws”, and together with the Company Certificate, the “Company Governing Documents”) of the Company if necessary so as to cause Parent's increase the size of the Company Board of Directors) and/or promptly (and in any event to the extent reasonably practicable within one Business Day) securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Purchaser’s designees to be so electedelected or designated to the Company Board of Directors, including, if necessary, seeking and shall use its best efforts to cause Purchaser’s designees to be so elected or designated at such time. Any and all members of the resignations Company Board of one or more existing directors; provided, however, that Directors immediately prior to such appointments by Parent who remain on the Effective Time Company Board after such appointments by Parent shall be referred to as “Continuing Directors” and each a “Continuing Director”. The Company shall, upon Purchaser’s request following the Appointment Time, also cause Persons elected or designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as defined in Section 2.02), is on the Company Board shall always have at least one member who is neither an officer, director or designee of Directors of (i) each committee of the Parent Company Board of Directors, ("Purchaser Insiders"). ii) each board of directors (bor similar body) The Company's obligations to appoint Parent's designees of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board, in each case to the Board shall be subject to Section 14(f) extent permitted by applicable Law and the Marketplace Rules of the Exchange Act and Rule 14f-1 thereunderNasdaq Global Market (the “Nasdaq”). The Company 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 1.03 and shall include in 1.3(a), including mailing to stockholders (together with the Schedule 14D-9 such 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board of Directors. Purchaser shall supply the Company with information with respect to the Company Purchaser’s designees and its officers Parent’s and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its Purchaser’s respective officers, directors and affiliates to the extent required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable Law with respect to the Companyelection of directors or otherwise. (cb) From and after Notwithstanding anything to the election contrary set forth in this Agreement, in the event that Parent’s designees are elected or appointment appointed to the Company Board of Parent's designees pursuant to this Section 1.03 and Directors prior to the Effective TimeTime pursuant to Section 1.3(a) hereof and there shall be any Continuing Directors, the approval of a majority of such Continuing Directors (or the sole Continuing Director if there shall be only one Continuing Director) shall be required in order to: (i) amend or terminate this Agreement, or agree to consent to any amendment or termination of this Agreement by Agreement, in any case on behalf of the Company, any extension by the Company of ; (ii) extend the time for the performance of of, or waive, any of the obligations or other acts of Parent or thePurchaser under this Agreement; or (iii) waive any condition to the Company’s obligations hereunder or any of the Company’s rights hereunder.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the payment purchase by the Purchaser for Shares pursuant to the Offer representing of such number of Shares as represents at least a majority of the votes entitled to be cast by all holders of then-outstanding Shares, and from time to time thereafter so long as the thereafter, Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board of Directors of as will give Purchaser representation on the Company as is Board equal to the product of (x) the total number of directors on the Company Board of Directors of the Company (determined after giving effect to any increase in the number of directors elected pursuant to this sentenceSection 1.4) multiplied by and (y) the percentage that the aggregate such number of Shares beneficially owned by Parent or its affiliates so purchased bears to the total number of Shares then outstanding, and the Company shall, upon request of Parentby Purchaser, promptly take all actions increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Parent's Purchaser’s designees to be so elected, including, if necessary, seeking elected or appointed. The Company shall also use its reasonable best efforts to cause individuals designated by Purchaser to constitute the resignations same percentage of one or more existing directors; provided, however, that prior to the Effective Time (as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee each committee of the Parent ("Purchaser Insiders"). (b) Company Board as the percentage of the entire Company Board represented by individuals designated by Purchaser. The Company's ’s obligations to appoint Parent's designees to the Company Board shall be subject to Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall take all actions necessary to effect any such election or appointment of Purchaser’s designees, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in be so mailed together with the Schedule 14D-9 such 14D-9. Parent and Purchaser will supply to the Company all information with respect to the Company themselves and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its their respective officers, directors and affiliates Affiliates required by such Section 14(f) of the Exchange Act and Rule to the Company14f-l promulgated thereunder. (cb) From and after Following the election or appointment of Parent's Purchaser’s designees pursuant to this Section 1.03 1.4(a) and prior to the Effective Time, any amendment 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 Parent or thePurchaser 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 refusal to serve, then such actions may be effected by majority vote of the Independent Directors, or, if no Independent Directors are then in office, by a majority vote of the Company Board. (c) In the event that Parent’s designees are elected or appointed to the Company Board pursuant to Section 1.4(a), until the Effective Time, (i) the Company Board shall have at least such number of directors as may be required by the Nasdaq rules or the federal securities Laws who are considered independent directors within the meaning of such rules and Laws (“Independent Directors”) and (ii) each committee of the Company Board that is required (or a majority of which is required) by the Nasdaq rules or the federal securities Laws to be composed solely of Independent Directors shall be so composed; provided, however, that in such event, if the number of Independent Directors shall be reduced below the number of directors as may be required by such rules or Laws for any reason whatsoever, the remaining Independent Director(s) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no other Independent Director then remains, the other directors shall designate such number of directors as may be required by the Nasdaq rules and the federal securities Laws, to fill such vacancies who shall not be stockholders or Affiliates of Parent or Purchaser, and such Persons shall be deemed to be Independent Directors for purposes of this Agreement.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the acceptance for payment of, and payment by the Purchaser for Shares Buyer for, shares of Company Common Stock pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of SharesInitial Offer, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent Buyer shall be entitled to designate such number of directors on the Board of Directors of the Company as will give Buyer, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors, rounded up to the next whole number, on which is the Board percentage that (i) such number of Directors shares of Company Common Stock so accepted for payment and paid for by Buyer in the Initial Offer plus the number of shares of Company as is equal Stock otherwise owned by Parent, Buyer or any other subsidiary of Parent bears to the product of (ii) the total number of directors on the Board shares of Directors of the Company (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates bears to the total number of Shares then Common Stock outstanding, and the Company shall, upon request of Parentat such time, promptly take all actions necessary to cause ParentBuyer's designees to be so appointed or elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that prior . Subject to the Effective Time (as defined in Section 2.02)applicable Law, the Board Company shall always have at least one member who is neither take all action requested by Parent necessary to effect any such appointment or election, including mailing to its stockholders an officer, director or designee of information statement containing the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees to the Board shall be subject to information required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The promulgated thereunder (either separately or combined with the Schedule 14D-9), and the Company shall promptly take all actions required pursuant agrees to make such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in mailing with the mailing of the Schedule 14D-9 (provided that Buyer shall have provided to the Company on a timely basis all information required to be included in such information statement with respect to Buyer's designees). In connection with the foregoing, the Company and will promptly, at the option of Buyer, use its officers and best efforts to either increase the size of the Board of Directors of the Company or obtain the resignation of such number of its current directors as is required under such Section and Rule in order necessary to fulfill its obligations under this Section 1.03. Parent will supply any information with respect enable Buyer's designee to itself and its officers, directors and affiliates required by such Section and Rule be elected or appointed to the Company. (c) From and after the election or appointment Board of Parent's designees pursuant to this Section 1.03 and prior to the Effective Time, any amendment or termination Directors 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 theas provided above.

Directors. (a) Subject to compliance with applicable law, promptly upon the Promptly after Purchaser accepts for payment by the Purchaser and pays for any Shares tendered and not withdrawn pursuant to the Offer representing at least a majority of (the votes entitled to be cast by all holders of Shares“Appointment Time”), and from time to time thereafter so long as the at all times thereafter, Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to the product of the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or Parent, Purchaser and any of its affiliates bears to the total number of Shares then outstanding, and the . The Company shall, upon Purchaser’s request at any time following the purchase of Parentand payment for Shares 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 take all actions increasing the size of the Company Board of Directors (including by amending the Bylaws of the Company if necessary so as to cause Parent's increase the size of the Company Board of Directors) 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, including, if necessary, seeking the resignations of one elected or more existing directors; provided, however, that prior designated to the Effective Time Company Board of Directors, and shall use its reasonable best efforts to cause Purchaser’s designees to be so elected or designated at such time. The Company shall, upon Purchaser’s request following the Appointment Time, also cause Persons elected or designated by Purchaser to constitute 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 Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable law and the Marketplace Rules of the Nasdaq Global Market (the “Nasdaq Marketplace Rules”). Promptly after the Appointment Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee of the Parent ("Purchaser Insiders"). (bby Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The Company's ’s obligations to appoint Parent's designees to the Board under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.03 and shall include in 1.3(a), including mailing to stockholders (together with the Schedule 14D-9 such 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board of Directors. Purchaser shall supply the Company with information with respect to the Company Purchaser’s designees and its officers Parent’s and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its Purchaser’s respective officers, directors and affiliates to the extent required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable law with respect to the Companyelection of directors or otherwise. (cb) From In the event that Purchaser’s designees are elected or designated to the Company Board of Directors pursuant to Section 1.3(a), then, until the Effective Time, the Company shall seek to cause the Company Board of Directors to maintain three (3) directors who are members of the Company Board of Directors on the date hereof, each of whom shall be 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 the Nasdaq Marketplace Rules (the “Continuing Directors”); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the Company shall take all necessary action (including creating a committee of the Company Board of Directors) so that the Continuing Director(s) shall be entitled to elect or designate another Person (or Persons) to fill such vacancy, and such Person (or Persons) shall be deemed to be a Continuing Director for purposes of this Agreement. If no Continuing Director then remains, the other directors shall designate three (3) 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 Purchaser’s designees constitute a majority of the Company Board of Directors after the election or appointment of Parent's designees pursuant to this Section 1.03 Appointment Time and prior to the Effective Time, any amendment then the affirmative vote of a majority of the Continuing Directors shall (in addition to the approval rights of the Company Board of Directors or termination the stockholders of this Agreement the Company as may be required by the Company, any extension by Restated Certificate of Incorporation of the Company (as amended, the “Company Certificate”), the Bylaws of the time Company (as amended, the “Company Bylaws”, and together with the Company Certificate, the “Company Governing Documents”) or applicable law) be required (i) for the performance of Company to amend or terminate this Agreement; (ii) to exercise or waive any of the obligations Company’s rights, benefits or remedies hereunder, if such action would materially and adversely affect the holders of Shares (other acts of than Parent or thePurchaser); (iii) to amend the Company Governing Documents if such action would materially and adversely affect the holders of Shares (other than Parent or Purchaser); or (iv) to take any other action of the Company Board of Directors under or in connection with this Agreement if such action would materially and adversely affect the holders of Shares (other than Parent or Purchaser). Subject to the foregoing, in no event shall the requirement to have Continuing Directors as provided above result in Persons elected or designated by Purchaser constituting less than a majority of the directors on the board of directors of the Company unless Parent shall have failed to designate a sufficient number of persons to constitute at least a majority.

Directors. (a) Subject to compliance with applicable law, promptly upon Promptly following the acceptance for payment by the Purchaser for Shares Merger Sub pursuant to the Offer representing of such number of shares of Company Common Stock which represents at least a majority of the votes entitled to be cast by all holders outstanding shares of SharesCompany Common Stock (on a Fully Diluted Basis), and from time to time thereafter so long as (the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares"Appointment Time"), Parent shall be entitled to designate such number of directors, rounded up to the next whole numbernumber as will give Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company as is equal to the product of (x) the total number of directors on the Board of Directors of the Company (determined after giving effect to any increase in the number of directors elected pursuant to this sentenceSection 1.4) multiplied by and (y) the percentage that such number of Shares so purchased bears to the aggregate number of Shares beneficially owned by Parent or its affiliates bears to then outstanding (such number being, the total number of Shares then outstanding"Board Percentage"), and the Company shall, upon request shall promptly satisfy the Board Percentage by (i) increasing the size of Parent, promptly take all actions the Board of Directors of the Company or (ii) using its best efforts to secure the resignations of such number of directors as is necessary to cause enable Parent's designees to be elected to the Board of Directors of the Company and shall cause Parent's designees promptly to be so elected. At the request of Parent, the Company shall take, at the Company's expense, all lawful action necessary to effect any such election, including, if necessarywithout limitation, seeking mailing to its stockholders the resignations of one or more existing directors; provided, however, that prior to the Effective Time (as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee of the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees to the Board shall be subject to information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant , unless such information has previously been provided to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include the Company's stockholders in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.0314D-9. Parent will supply the Company and be solely responsible for any information with respect to itself Parent, its designees and its nominees, officers, directors and affiliates required by such Section 14A and Rule to the Company.14-f-1 (cb) From and after Following the election or appointment of Parent's designees pursuant to this Section 1.03 1.4 and prior to the Effective TimeTime (as defined in Section 2.2) of the Merger, any (i) amendment or termination of this Agreement by the CompanyAgreement, any (ii) extension by the Company of the time for the performance of any or waiver of the obligations or other acts of Parent or theMerger Sub, or (iii) waiver of the Company's rights hereunder shall require the concurrence of a majority of directors of the Company then in office who are "Continuing Directors". The term "Continuing Director" shall mean (i) each member of the Board of Directors of the Company on the date hereof and (ii) any successor to any Continuing Director that was recommended to succeed such Continuing Director by a majority of the Continuing Directors then on the Board of Directors.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the payment purchase by the Purchaser for Shares pursuant to the Offer representing of such number of Shares as represents at least a majority of the votes entitled to be cast by all holders of outstanding Shares, and from time to time thereafter so long as the thereafter, Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board of Directors of as will give Purchaser representation on the Company as is Board equal to the product of the total number of directors on the Company Board of Directors of the Company (determined after giving effect to any increase in the number of directors elected pursuant to this sentenceSection 1.04) multiplied by and the percentage that the aggregate such number of Shares beneficially owned by Parent or its affiliates so purchased bears to the total number of Shares then outstanding, and the Company shall, upon request of Parentby Purchaser, promptly take all actions increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Parent's Purchaser’s designees to be so elected, including, if necessary, seeking elected or appointed. The Company will also use its reasonable best efforts to cause individuals designated by Purchaser to constitute the resignations of one or more existing directors; provided, however, that prior same percentage as is on the entire Company Board to the Effective Time constitute (as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee i) each committee of the Parent Company Board, and ("Purchaser Insiders"). (bii) each board of directors and each committee thereof of each Subsidiary of the Company. The Company's ’s obligations to appoint Parent's designees to the Company Board shall be subject to Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall take all actions necessary to effect any such election or appointment of Purchaser’s designees, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in be so mailed together with the Schedule 14D-9 such 14D-9. Parent and Purchaser will supply to the Company all information with respect to the Company themselves and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its their respective officers, directors and affiliates Affiliates required by such Section and Rule to the CompanyRule. (cb) From and after Following the election or appointment of Parent's Purchaser’s designees pursuant to this Section 1.03 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director, any amendment 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 Parent or thePurchaser under this Agreement 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 will require the concurrence of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the “Continuing Directors”). (c) In the event that Parent’s designees are elected or appointed to the Company Board pursuant to Section 1.04(a), until the Effective Time, Parent shall use its reasonable best efforts to cause the Company Board to have at least such number of directors as may be required by the NASDAQ rules or the federal securities laws to serve on the Company’s audit committee who are considered independent directors within the meaning of such rules and laws (“Independent Directors”); provided, however, that Parent shall have no obligation to nominate or elect any Independent Directors.

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the payment by Merger Subsidiary for a majority of the Purchaser for Shares pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesOffer, Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, on the Company's Board of Directors of the Company as is equal to that equals the product of (i) the total number of directors on the Company's Board of Directors of the Company (determined after giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by and (ii) the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates Merger Subsidiary (including Shares accepted for payment) bears to the total number of Shares then outstanding, and the Company shall, upon request of Parent, promptly shall take all actions action necessary to cause Parent's designees to be so electedelected or appointed to the Company's Board of Directors, including, if necessarywithout limitation, increasing the number of directors, or seeking the and accepting resignations of one incumbent directors, or more existing directorsboth; provided, provided however, that that, prior to the Effective Time (as defined in Section 2.02below), the Company's Board of Directors shall always have at least one member who is neither a designee nor an officer, director affiliate of Parent or designee Merger Subsidiary nor an employee of the Parent Company (an "Purchaser InsidersIndependent Director"). If the number of Independent Directors is reduced below one for any reason prior to the Effective Time the departing Independent Director shall be entitled to designate a person to fill such vacancy. No action proposed to be taken by the Company to amend or terminate this Agreement or waive any action by Parent or Merger Subsidiary shall be effective without the approval of the Independent Director. At such times, the Company will use its best efforts to cause individuals designated by Parent to constitute the same percentage as such individuals represent on the Company's Board of Directors of (x) each committee of the Board, (y) each board of directors of each Subsidiary (defined below) and (z) each committee of each such board. (b) The Company's obligations to appoint Parent's designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-l in order to fulfill its obligations under this Section 1.03 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule in order 14f-1 to fulfill its obligations under this Section 1.031.3. 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 such Section 14(f) and Rule to the Company14f-1. (c) From and after the election or appointment of Parent's designees pursuant to this Section 1.03 and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or the

Directors. (a) Subject to compliance with applicable law, promptly upon the payment by After the Purchaser accepts for payment Shares tendered and not properly withdrawn pursuant to the Offer representing at least a majority of and this Agreement (the votes entitled to be cast by all holders of Shares“Acceptance Time”), and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Sharesall times thereafter, Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to the product of the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Common Shares beneficially owned Beneficially Owned by Parent Parent, the Purchaser or its affiliates any of their respective Affiliates bears to the total number of Common Shares then outstandingoutstanding (including, and in each case, any outstanding securities of the Company that are convertible or exchangeable into or exercisable for Common Shares on an as-converted basis). After the Acceptance Time, the Company shall, upon request of Parent’s request, promptly take all actions as are necessary or desirable to cause enable Parent's ’s designees to be so electedelected or designated to the Company Board, includingincluding but not limited to promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the Company Bylaws if necessary, seeking necessary to increase the size of the Company Board) and/or promptly securing the resignations of one such number of its incumbent directors, and shall cause Parent’s designees to be so elected or more existing directors; provideddesignated at such time. After the Acceptance Time, howeverthe Company shall also, that prior upon Parent’s request, cause the directors elected or designated by Parent to the Effective Time Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the Marketplace Rules of the NASDAQ Global Market (“NASDAQ”). After the Acceptance Time, the Company shall also, upon Parent’s request, take all action necessary to elect to be treated as a “controlled company” as defined by NASDAQ Marketplace Rule 5615(c)(1) and make all necessary filings and disclosures associated with such status. The provisions of this Section 1.3(a) are in Section 2.02)addition to and shall not limit any rights that Parent, the Board shall always Purchaser or any of their respective Affiliates may have at least one member who is neither an officer, director as a record holder or designee Beneficial Owner of Shares as a matter of applicable Law with respect to the Parent ("Purchaser Insiders")election of directors or otherwise. (b) The Company's ’s obligations to appoint Parent's ’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 such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.03 and shall include in 1.3(b), including mailing to stockholders (together with the Schedule 14D-9 such 14D-9) any information with respect required by Section 14(f) and Rule 14f-1 to enable Parent’s designees to be elected or designated to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under Board at the time or times contemplated by this Section 1.031.3. Parent will shall supply or cause to be supplied to the Company any information with respect to itself and its Parent, the Purchaser, their respective officers, directors and affiliates Affiliates and proposed designees to the Company Board required by such Section 14(f) and Rule to the Company14f-1. (c) From After Parent’s designees are elected or designated to, and after constitute a majority of, the election or appointment of Parent's designees Company Board pursuant to this Section 1.03 1.3(a), and prior to the Effective Time, the Company shall cause the Company Board to maintain at least three directors who are members of the Company Board on the date hereof (the “Continuing Directors”); provided, however, that if any amendment Continuing Director is unable to serve due to death, disability or termination resignation, the Company shall take all necessary action (including creating a committee of the Company Board) so that the remaining Continuing Director or Continuing Directors shall be entitled to elect or designate another Person that satisfies the foregoing independence requirements to fill such vacancy, and such Person shall be deemed to be a Continuing Director for purposes of this Agreement by the CompanyAgreement. After Parent’s designees are elected or designated to, any extension by and constitute a majority of, the Company of the time for the performance of any of the obligations or other acts of Parent or theBoard pursuant to

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the acceptance for payment of, and payment by the Purchaser for Shares Sub for, any shares of Common Stock pursuant to the Offer representing (which constitute at least a majority of the votes entitled to be cast by all holders of SharesMinimum Condition), and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent Sub shall be entitled to designate such number of directors on the Company Board as shall give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, on the Board of Directors of the Company as which is equal to the product of (a) the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the directors elected pursuant to this sentence) multiplied by (b) the percentage that the aggregate (i) such number of Shares beneficially shares of Common Stock so accepted for payment and paid for by Sub plus the number of shares of Common Stock otherwise owned by Sub or any other subsidiary of Parent or its affiliates bears to (ii) the total number of Shares then such shares outstanding, and the Company shall, upon request of Parentat such time, promptly take all actions necessary to cause ParentSub's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that prior . Subject to the Effective Time (as defined in Section 2.02)applicable law, the Board Company shall always have at least one member who is neither an officertake all action requested by Parent necessary to effect any such election, director or designee of including mailing to its stockholders the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees to Information Statement containing the Board shall be subject to information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The , and the Company shall promptly take all actions required pursuant to make such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in 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 information 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 provisions of this Section 7.07 are in addition to and shall 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 the Company and its officers and election of directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Companyor otherwise. (c) From and after the election or appointment of Parent's designees pursuant to this Section 1.03 and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or the

Directors. (a) Subject to compliance with applicable law, promptly upon Following the acceptance for payment by the Purchaser for Shares pursuant to the Offer representing at least a majority of more than fifty percent (50%) of the votes entitled to be cast by all holders of Sharesoutstanding Shares (the "Appointment Time"), and from time to time thereafter so long as the at all times thereafter, Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to the product of the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or Parent, Purchaser and any of its affiliates bears to the total number of Shares then outstandingoutstanding provided that, and notwithstanding the foregoing, in no event shall Purchaser be entitled to elect or designate a majority of the Company Board of Directors unless it is the beneficial owner of Shares entitling it to exercise at least a majority of the voting power of the outstanding Shares. The Company shall, upon Purchaser's request of Parentat any time following the Appointment Time, promptly take all actions necessary, 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 (including by amending the Bylaws of the Company if necessary so as to cause Parentincrease the size of the Company Board of Directors) and/or using its reasonable efforts to promptly secure the resignations of such number of its incumbent directors to enable Purchaser's designees to be so elected, including, if necessary, seeking the resignations of one elected or more existing directors; provided, however, that prior designated to the Effective Time Company Board of Directors, and shall use its reasonable efforts to cause Purchaser's designees to be so elected or designated at such time. The Company shall, upon Purchaser's request following such time as Purchaser's designees constitute a majority of the Company Board of Directors (the "Control Time"), also cause Persons elected or designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors of (i) each committee of the Company Board 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 to the extent permitted by applicable law and the Marketplace Rules of the Nasdaq Global Market ("Nasdaq"). Promptly after the Appointment Time, the Company shall take all action necessary to elect to be treated as a "controlled company" as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee of the Parent ("Purchaser Insiders"). (bby Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The Company's obligations to appoint Parent's designees to the Board under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.03 1.3(a), including 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 Purchaser's designees to be elected or designated to the Company Board of Directors. Purchaser shall supply the Company in writing with, and shall include in the Schedule 14D-9 such be solely responsible for, all information with respect to Purchaser's designees to the Company Board of Directors and its officers Parent's and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its Purchaser's respective officers, directors and affiliates to the extent required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable law with respect to the Companyelection of directors or otherwise. (cb) From and after In the election or appointment of Parentevent that Purchaser's designees are elected or designated to the Company Board of Directors pursuant to this Section 1.03 and prior to 1.3(a), then, until the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company shall cause the Company Board of Directors to maintain three (3) directors who are members of the time for the performance of any of the obligations or other acts of Parent or theCompany Board

Directors. (a) Subject to compliance with applicable law, promptly upon the Promptly after Purchaser accepts for payment by the Purchaser and pays for any Shares tendered and not withdrawn pursuant to the Offer representing at least a majority of (the votes entitled to be cast by all holders of Shares“Appointment Time”), and from time to time thereafter so long as the at all times thereafter, Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to the product of the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or Parent, Purchaser and any of its affiliates bears to the total number of Shares then outstanding, and the . The Company shall, upon Purchaser’s request at any time following the purchase of Parentand payment for Shares 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 take all actions increasing the size of the Company Board of Directors (including by amending the Bylaws of the Company if necessary so as to cause Parent's increase the size of the Company Board of Directors) 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, including, if necessary, seeking the resignations of one elected or more existing directors; provided, however, that prior designated to the Effective Time Company Board of Directors, and shall use its best efforts to cause Purchaser’s designees to be so elected or designated at such time. The Company shall, upon Purchaser’s request following the Appointment Time, also cause Persons elected or designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors of each committee of the Company Board of Directors to the extent permitted by applicable law and the Marketplace Rules of the Nasdaq Global Market (the “Nasdaq”). Promptly after the Appointment Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee of the Parent ("Purchaser Insiders"). (bby Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The Company's ’s obligations to appoint Parent's designees to the Board under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.03 and shall include in 1.3(a), including mailing to stockholders (together with the Schedule 14D-9 such 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board of Directors. Purchaser shall supply the Company with information with respect to the Company Purchaser’s designees and its officers Parent’s and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its Purchaser’s respective officers, directors and affiliates to the extent required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable law with respect to the Companyelection of directors or otherwise. (cb) From In the event that Purchaser’s designees are elected or designated to the Company Board of Directors pursuant to Section 1.3(a), then, until the Effective Time, the Company shall cause the Company Board of Directors to maintain three (3) directors who are members of the Company Board of Directors on the date hereof, each of whom shall be 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 Company shall take all necessary action (including creating a committee of the Company Board of Directors) so that the Continuing Director(s) shall be entitled to elect or designate another Person (or Persons) to fill such vacancy, and such Person (or Persons) shall be deemed to be a Continuing Director for purposes of this Agreement. If no Continuing Director then remains, the other directors shall designate three (3) 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 Purchaser’s designees constitute a majority of the Company Board of Directors after the election or appointment of Parent's designees pursuant to this Section 1.03 Appointment Time and prior to the Effective Time, any amendment then the affirmative vote of a majority of the Continuing Directors shall (in addition to the approval rights of the Company Board of Directors or termination the stockholders of this Agreement the Company as may be required by the Company, any extension by Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate”), the Amended and Restated Bylaws of the time Company (the “Company Bylaws”, and together with the Company Certificate, the “Company Governing Documents”) or applicable law) be required (i) for the performance of Company to amend or terminate this Agreement, (ii) to exercise or waive any of the obligations Company’s rights, benefits or remedies hereunder, if such action would materially and adversely affect the holders of Shares (other acts of than Parent or thePurchaser), (iii) to amend the Company Governing Documents if such action would materially and adversely affect the holders of Shares (other than Parent or Purchaser) or (iv) to take any other action of the Company Board of Directors under or in connection with this Agreement if such action would materially and adversely affect the holders of Shares (other than Parent or 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) Subject to compliance with applicable law, promptly Promptly upon the payment by the Purchaser for Shares pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of SharesAcceptance Date, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue thereafter, Parent, may, but shall not be required to, designate up to hold at least such number of Shares, Parent shall be entitled to designate such number of directors, rounded up to the next nearest whole number, on the Company Board of Directors of as shall give Parent representation on the Company as is Board equal to the product of the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the directors elected pursuant to this sentencesuch new Parent designated directors) multiplied by and the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates purchased in the Offer bears to the total number of Shares then outstanding, and the Company shall, upon request of Parent, promptly take all actions increase the size of the Company Board and/or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Parent with such level of representation and shall cause Parent's ’s designees to be so elected. The Company shall also use its reasonable best efforts to cause persons designated by Parent to constitute the same percentage as is on the entire Company Board to be on (i) each committee of the Company Board, including(ii) the board of directors of each Subsidiary of the Company, if necessaryand (iii) each committee of each such board, seeking in each case only to the resignations extent permitted by applicable Laws. Notwithstanding the provisions of one or more existing directorsthis Section 5.13, the Parent and the Company shall use reasonable efforts to ensure that, at all times prior to the Effective Time, at least two (2) of the members of the Company Board are Continuing Directors; provided, however, that (i) if at any time prior to the Effective Time there shall be less than two (2) Continuing Directors serving as defined in Section 2.02directors of the Company for any reason, then the Company Board shall cause an individual or individuals selected by the remaining Continuing Director(s) to be appointed to serve on the Company Board (and any such individual shall be deemed to be a Continuing Director for all purposes under this Agreement), and (ii) if at any time prior to the Effective Time no Continuing Directors remain on the Company Board, then the Company Board shall always have at least one member appoint two (2) individuals who is neither an officerare not officers, director employees or designee Affiliates of the Company, Parent or Purchaser to serve on the Company Board ("Purchaser Insiders"and such individuals shall be deemed to be Continuing Directors for all purposes under this Agreement). (b) The Company's ’s obligations to appoint effect election of Parent's ’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, if applicable. 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 5.13, including mailing to its stockholders the information required by such Section and Rule which, unless Parent otherwise elects, shall be so mailed together with the Schedule 14D-9. The Company shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 1.035.13. Parent will supply shall promptly supply, and be solely responsible for, any information with respect to itself and its designees, officers, directors and affiliates Affiliates required by such Section and Rule to the Company, which information shall be true and correct in all material respects. (c) From and after During the period following the election or appointment of Parent's ’s designees pursuant to this Section 1.03 and prior to 5.13 until the Effective Time, the unanimous approval of the Continuing Directors then in office shall be required to authorize (i) any amendment or termination of this Agreement or abandonment by the CompanyCompany or the Company Board of the Merger, (ii) any amendment to the Company Certificate or the Company Bylaws, other than as contemplated by this Agreement, (iii) any extension by the Company or the Company Board of the time for the performance of any of the obligations or other acts of Parent or thePurchaser, including any extension of the Closing Date pursuant to Section 2.1 or any extension of the Effective Time of the Merger to any time subsequent to the time of filing of the Certificate of Merger pursuant to Section 2.1, (iv) any waiver of any of the Company’s rights hereunder, or (v) any Adverse Recommendation Change. For purposes of this Agreement, “Continuing Directors” shall mean the directors of the Company not affiliated with Parent who were not designated by Parent and (A) were “independent” as defined in the rules of the Nasdaq Global Market, or (B) were elected subsequent to the date hereof by, or on the recommendation of, (x) directors who were directors on the date hereof, or (y) the Continuing Directors.

Directors. (a) Subject Upon the Acceptance Time and at all times thereafter, subject to compliance with the Company Certificate, the Company Bylaws, applicable law, promptly upon Laws and the payment by the Purchaser for Shares pursuant to the Offer representing at least a majority regulations of the votes entitled to be cast by all holders of SharesNYSE, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent Merger Sub shall be entitled to designate designate, elect or cause the Board of Directors of the Company to elect such number of directors, rounded up directors to the next whole number, on the Board of Directors of the Company as is equal to the product product, rounded up to the next whole number, of (i) the total number of directors on the Board of Directors of the Company (determined after giving effect to the any directors elected or designated pursuant to this sentenceSection 1.03(a)) multiplied by (ii) the percentage that (x) the aggregate number of Shares shares of Company Common Stock beneficially owned by Parent or its affiliates Parent, Merger Sub and any of their Affiliates (including shares of Company Common Stock accepted for payment pursuant to the Offer) bears to (y) the total number of Shares shares of Company Common Stock then outstanding, and the . The Company shall, upon Merger Sub’s request at any time following the Acceptance Time, cause the Board of ParentDirectors of the Company to promptly (A) adopt resolutions (1) increasing the size of the Board of Directors of the Company by such number of directors as shall be necessary to give effect to the first sentence of this Section 1.03(a) (after giving effect to any concurrent resignations of incumbent directors of the Company) and (2) as necessary to give effect to the third sentence of this Section 1.03(a), promptly (B) elect Merger Sub’s designees to fill such newly created directorships on the Board of Directors of the Company and (C) take all such other actions necessary to cause Parent's designees elect or designate to the Board of Directors of the Company the individuals designated by Merger Sub and permitted to be so electeddesignated by the first sentence of this Section 1.03(a), including, if necessary, seeking by securing the resignations of one such number of its incumbent directors as is necessary or more existing directors; provided, however, that prior desirable to the Effective Time (as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director enable Merger Sub’s designees to be so elected or designee of the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees designated to the Board shall be subject of Directors of the Company. The Company shall, upon Merger Sub’s request following the Acceptance Time, also cause persons designated by Merger Sub to constitute the same percentage (after giving effect to any directors elected or designated by Merger Sub pursuant to this Section 14(f1.03(a) and rounded up to the next whole number) as is on the Board of Directors of the Company of (x) each committee of the Board of Directors of the Company, (y) the board of directors (or similar body) of each Subsidiary of the Exchange Act Company and Rule 14f-1 thereunder(z) each committee (or similar body) of each such board, in each case, to the extent permitted by applicable Laws and applicable rules of the NYSE. From and after the Acceptance Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by the NYSE Listed Company Manual Section 303A and make all necessary filings and disclosures associated with such status. The Company shall promptly upon execution of this Agreement take all actions required pursuant to such Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.03 and shall include in 1.03(a), including mailing to stockholders of the Company (together with the Schedule 14D-9 such 14D-9) the information required by Section 14(f) and Rule 14f-1 under the Exchange Act as is necessary to enable Merger Sub’s designees to be elected or designated to the Board of Directors of the Company. Merger Sub shall supply the Company with information with respect to the Company Merger Sub’s designees and its officers Parent’s and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its Merger Sub’s respective officers, directors and affiliates Affiliates to the extent required by such Section 14(f) and Rule 14f-1 under the Exchange Act. The provisions of this Section 1.03(a) are in addition to and shall not limit any rights that any of Merger Sub, Parent or any of their respective Affiliates may have as record holders or beneficial owners of shares of the Company Common Stock as a matter of applicable Laws with respect to the Companyelection of directors or otherwise. (cb) From and after Notwithstanding anything in this Agreement to the election contrary but subject to Section 8.04, following the time directors designated by Merger Sub are elected or appointment appointed to the Board of Parent's designees pursuant to Directors of the Company in accordance with this Section 1.03 and prior to the Effective Time, the affirmative vote of a majority of the directors then in office not so elected or appointed by Merger Sub and who are not officers, directors or employees of Parent, Merger Sub or any of their respective Affiliates (the “ Continuing Directors ”) shall be required to (i) amend or terminate this Agreement on behalf of the Company, (ii) exercise or waive any of the Company’s rights or remedies hereunder, (iii) extend the time for performance of Parent’s or Merger Sub’s obligations hereunder, (iv) make any determinations or agreements made by or on behalf of the Company under this Agreement, (v) make any amendment to the Company’s articles of organization or termination bylaws, (vi) effect any Company Change of Recommendation or (vii) take any other action in connection with this Agreement and the Transactions 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). For purposes of considering any matter set forth in this Section 1.03(b) the Continuing Directors will be permitted to meet without the presence of the other directors. The Continuing 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 Continuing Directors and will have the authority to institute any action on behalf of the Company to enforce performance of this Agreement by the Company, any extension by the Company of the time for the performance of or any of the obligations or other acts Company’s rights hereunder. The Company will indemnify and advance expenses to, and Parent will cause the Company to indemnify and advance expenses to, the Continuing Directors in connection with their service as directors of the Company prior to the Effective Time to the fullest extent permitted by Applicable Law and in accordance with the provisions of Section 6.04. From and after the Acceptance Time, and prior to the Effective Time, neither Parent or thenor Merger Sub shall take any action to remove a Continuing Director.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the purchase of and payment for any Shares by the Parent or Purchaser for Shares pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesOffer, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to the product of (x) the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the election of the directors elected designated by Parent pursuant to this sentence) multiplied by and (y) the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates so accepted for payment bears to the total number of Shares then outstanding. In furtherance thereof, and the Company shall, upon request of Parent, use its reasonable best efforts promptly either to increase the size of the Company Board or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent's designees to be so elected to the Company Board, and shall take all actions necessary available to the Company to cause Parent's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that prior to the Effective Time (as defined in Section 2.02). At such time, the Board Company shall always also cause persons designated by Parent to have at least one member who is neither an officer, director or designee appropriate representation on each committee of the Parent ("Purchaser Insiders"). (b) Company Board. The Company's obligations to appoint Parent's designees to the Board Company shall be subject promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule promulgated thereunder in order to fulfill its obligations under this Section 1.03, including mailing to stockholders (as part of the Schedule 14D-9 or otherwise) the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company Board (provided that Purchaser shall have provided to the Company on a timely basis all information required to be included with respect to Purchaser's designees). Parent will 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 such the aforementioned Section 14(f) and Rule to 14f-1. In the Company. (c) From and after the election or appointment of event that Parent's designees pursuant are elected to the Company Board, until the Effective Time (as hereinafter defined), the Company Board shall have at least three directors who are directors on the date hereof (the "Original Directors"); provided that, in such event, if the number of Original Directors shall be reduced below three for any reason whatsoever, any remaining Original Directors (or Original Director, if there be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Original Directors for purposes of this Section 1.03 Agreement or, if no Original Director then remains, the other directors shall designate three persons to fill such vacancies who shall not be stockholders, affiliates or associates of Parent or Purchaser, and such persons shall be deemed to be Original Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Parent's designees are elected to the Company Board prior to the Effective Time, the affirmative vote of a majority of the Original Directors shall be required for the Company to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement by Agreement, (b) exercise or waive any of the Company's rights, benefits or remedies hereunder, (c) extend the time for performance of Parent's and Purchaser's respective obligations hereunder, (d) take any extension other action by the Company Board under or in connection with this Agreement, or (e) approve any other action by the Company which could adversely affect the interests of the time for the performance of any stockholders of the obligations or Company (other acts of Parent or thethan Parent, Purchaser and their affiliates (other than the Company and its Subsidiaries)), with respect to the Transactions.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the purchase of and payment for any Company Common Stock by the Purchaser for Shares pursuant to the Offer representing Parent or any of its subsidiaries which represents at least a majority of the votes entitled to be cast by all holders of Sharesoutstanding Company Common Stock (on a fully diluted basis, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Sharesdefined in Section 2.1(a)), Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the next whole number, on the Board of Directors of the Company as is equal to the product of the total number of directors on the such Board of Directors of the Company (determined after giving effect to the directors elected designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates shares of Company Common Stock so accepted for payment bears to the total number of Shares shares of then outstanding. In furtherance thereof, and the Company shall, upon request of ParentAcquisition, use its best reasonable efforts promptly either to increase the size of its Board of Directors or secure the resignation of such number of its incumbent directors, or both, as is necessary to enable Parents' designees to be so elected to the Company's Board, and shall take all actions necessary available to the Company to cause Parent's designees to be so elected. At such time, includingthe Company shall, if necessaryrequested by Parent, seeking also cause persons designated by Parent to constitute at least the resignations of one or more existing directors; provided, however, that prior same percentage (rounded up to the Effective Time (next whole number) as defined in Section 2.02)is on the Company's Board of Directors of each committee of the Company's Board of Directors. Notwithstanding the foregoing, the Board Company shall always have at least one member who is neither an officer, independent director or designee of until the Parent ("Purchaser Insiders")Effective Time. (b) The Company's obligations to appoint Parent's designees to the Board Company shall be subject promptly take all actions required pursuant 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 promulgated thereunder in order to fulfill its obligations under this Section 1.03 2.3(a), including mailing to shareholders the information required by such Section 14(f) and shall include in Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Schedule 14D-9 such information with respect to Company's Board of Directors. Parent or Acquisition will supply the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply be solely responsible for any information with respect to itself either of them and its officerstheir nominees, offices, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 2.3 are in addition to and shall not limit any rights which the Acquisition, Parent or any of their affiliates may have as a holder or beneficial owner of Company Common Stock as a matter of law with respect to the Companyelection of directors or otherwise. (c) From and after the election or appointment of Parent's designees pursuant to this Section 1.03 and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or the

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the acceptance for payment by the Purchaser for Merger Sub of Shares pursuant to the Offer representing at least a majority of (the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares"APPOINTMENT TIME"), Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, on the Company's Board of Directors of the Company as is equal to that equals the product of (i) the total number of directors on the Company's Board of Directors of the Company (determined after giving effect to the election of any additional directors elected pursuant to this sentenceSection 1.03) multiplied by and (ii) the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates Merger Sub (including Shares accepted for payment) bears to the total number of Shares then outstanding, and the Company shall, upon request of Parent, promptly shall take all actions action reasonably necessary to cause Parent's designees to be so electedelected or appointed to Company's Board of Directors, including, if necessarywithout limitation, increasing the number of directors, or seeking the and accepting resignations of one incumbent directors, or more existing directorsboth; providedprovided that, however, that prior to the Effective Time (as defined in Section 2.02)Time, the Company's Board of Directors shall always have at least one member two members who is neither an officer, director or designee were directors of Company prior to consummation of the Parent Offer (each, a "Purchaser InsidersCONTINUING DIRECTOR"). If the number of Continuing Directors is reduced to less than two for any 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 Company's Board of Directors prior to the Effective Time, the affirmative vote of a majority of the Continuing Directors shall be required for Company to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) waive any of 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 Company which is reasonably likely to adversely affect the interests of the stockholders of Company (other than Parent, Merger Sub and their affiliates (other than Company and its subsidiaries)), with respect to the transactions contemplated by this Agreement. (b) The Company's obligations to appoint Parent's designees to the its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section 1.03 and Rule 14f-l in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule in order to fulfill its obligations under this Section 1.03. 14f-l. Parent will supply to Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section 14(f) and Rule to the Company14f-1. (c) From and after the election or appointment of Parent's designees pursuant to this Section 1.03 and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or the

Directors. (a) Subject to compliance with applicable law, promptly upon the Promptly after Purchaser accepts for payment by the Purchaser and pays for any Shares tendered and not withdrawn pursuant to the Offer representing at least a majority of (the votes entitled to be cast by all holders of Shares“Appointment Time”), and from time to time thereafter so long as the at all times thereafter, Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to the product of the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or Parent, Purchaser and any of its affiliates bears to the total number of Shares then outstanding, and the . The Company shall, upon Purchaser’s request at any time following the purchase of Parentand payment for Shares 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 take all actions increasing the size of the Company Board of Directors (including by amending the Bylaws of the Company if necessary so as to cause Parent's increase the size of the Company Board of Directors) 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, including, if necessary, seeking the resignations of one elected or more existing directors; provided, however, that prior designated to the Effective Time Company Board of Directors, and shall use its best efforts to cause Purchaser’s designees to be so elected or designated at such time. The Company shall, upon Purchaser’s request following the Appointment Time, also cause Persons elected or designated by Purchaser to constitute 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 Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable law and the Marketplace Rules of the Nasdaq Global Market (the “Nasdaq”). Promptly after the Appointment Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee of the Parent ("Purchaser Insiders"). (bby Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The Company's ’s obligations to appoint Parent's designees to the Board under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.03 and shall include in 1.3(a), including mailing to stockholders (together with the Schedule 14D-9 such 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board of Directors. Purchaser shall supply the Company with information with respect to the Company Purchaser’s designees and its officers Parent’s and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its Purchaser’s respective officers, directors and affiliates to the extent required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable law with respect to the Companyelection of directors or otherwise. (cb) From In the event that Purchaser’s designees are elected or designated to the Company Board of Directors pursuant to Section 1.3(a), then, until the Effective Time, the Company shall cause the Company Board of Directors to maintain three (3) directors who are members of the Company Board of Directors on the date hereof, each of whom shall be 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 Company shall take all necessary action (including creating a committee of the Company Board of Directors) so that the Continuing Director(s) shall be entitled to elect or designate another Person (or Persons) to fill such vacancy, and such Person (or Persons) shall be deemed to be a Continuing Director for purposes of this Agreement. If no Continuing Director then remains, the other directors shall designate three (3) 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 Purchaser’s designees constitute a majority of the Company Board of Directors after the election or appointment of Parent's designees pursuant to this Section 1.03 Appointment Time and prior to the Effective Time, any amendment then the affirmative vote of a majority of the Continuing Directors shall (in addition to the approval rights of the Company Board of Directors or termination the stockholders of this Agreement the Company as may be required by the Company, any extension by Amended and Restated Certificate of Incorporation of the Company (as amended, the “Company Certificate”), the Amended and Restated Bylaws of the time Company (as amended, the “Company Bylaws”, and together with the Company Certificate, the “Company Governing Documents”) or applicable law) be required (i) for the performance of Company to amend or terminate this Agreement, (ii) to exercise or waive any of the obligations Company’s rights, benefits or remedies hereunder, if such action would materially and adversely affect the holders of Shares (other acts of than Parent or thePurchaser), (iii) to amend the Company Governing Documents if such action would materially and adversely affect the holders of Shares (other than Parent or Purchaser) or (iv) to take any other action of the Company Board of Directors under or in connection with this Agreement if such action would materially and adversely affect the holders of Shares (other than Parent or 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) Subject to compliance with applicable law, promptly Promptly upon the payment purchase of Shares by the Parent or Purchaser for Shares or any of its Subsidiaries pursuant to the Offer representing and/or pursuant to any of the Stock Purchase Agreements which represents at least a majority of the votes entitled to be cast by all holders of outstanding Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of the total number of directors on the such Board of Directors of the Company (determined after giving effect to the directors elected designated by Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates so accepted for payment bears to the total number of Shares then outstanding. In furtherance thereof, and the Company shall, upon request of Parentthe Purchaser, use its reasonable best efforts promptly either to increase the size of its Board of Directors or secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Purchaser's designees to be so elected to the Company's Board of Directors, and shall take all actions necessary available to the Company to cause ParentPurchaser's designees to be so elected. At such time, includingthe Company shall, if necessaryrequested by Purchaser, seeking also cause persons designated by Purchaser to constitute at least the resignations of one or more existing directors; provided, however, that prior same percentage (rounded up to the Effective Time next whole number) as is on the Company's Board of Directors of (as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee i) each committee of the Parent Company's Board of Directors, ("Purchaser Insiders")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. (b) The Company's obligations to appoint Parent's designees to the Board Company shall be subject promptly take all actions required pursuant 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 promulgated thereunder in order to fulfill its obligations under this Section 1.03 1.03(a), including mailing to stockholders the information required by such Section 14(f) and shall include in Rule 14f-1 as is necessary to enable Purchaser's designees to be elected to the Schedule 14D-9 such information with respect to Company's Board of Directors. Purchaser or Parent will supply the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.03 are in addition to and shall not limit any rights which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the Companyelection of directors or otherwise. (c) From In the event Purchaser's designees are elected to the Company's Board of Directors, until the Effective Time (as defined below), the Company's Board shall have at least two directors who are directors on the date hereof ("Independent Directors"), provided that, in such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Director then remains, the other directors shall designate two persons to fill such vacancies who shall not be stockholders, affiliates or associates of Purchaser or Parent and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Purchaser's designees are elected to the Company's Board, after the election or appointment acceptance for payment of Parent's designees Shares pursuant to this Section 1.03 the Offer and prior to the Effective Time, any amendment the affirmative vote of a majority of the Independent Directors shall be required to (i) amend or termination of terminate this Agreement by the Company, any extension by the Company of the time for the performance of (ii) exercise or waive any of the obligations Company's rights, benefits or remedies hereunder or (iii) take any other acts of Parent action by the Company's Board under or thein connection with this Agreement.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the purchase of, and payment for, any Shares by the Purchaser for Shares pursuant to the Offer representing Parent or any of its subsidiaries which represents at least a majority of the votes entitled to be cast by all holders of Sharesoutstanding Shares (on a fully diluted basis, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Sharesdefined in Section 1.1), Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board such that the percentage of Directors its designees on the Company Board (including persons previously designated by Parent or its affiliates to the Company Board) shall equal the percentage of the Company as is equal to the product of the total number of directors on the Board of Directors of the Company (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of outstanding Shares beneficially owned by Parent or and its affiliates bears to the total number of Shares then outstandingaffiliates. In furtherance thereof, and the Company shall, upon request of the Parent, use its best efforts promptly take all actions necessary to cause Parent's designees to be so electedelected to the Company Board, includingand in furtherance thereof, if to the extent necessary, seeking increase the resignations size of one the Company Board. At such time, the Company shall also cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors (or more existing directors; providedsimilar body) of each subsidiary of the Company and (iii) each committee (or similar body) of each such board. Notwithstanding the foregoing, however, that prior to until the Effective Time (as defined in Section 2.021.6 hereof), the Board Company shall always use all reasonable efforts to have at least one member who is neither an officer, director or designee two members of the Company Board who are neither (i) officers of Parent or the Company, nor ("Purchaser Insiders"). (bii) designees, stockholders or affiliates of Parent. The Company's obligations to appoint Parent's designees to the Board Company shall be subject promptly take all actions required pursuant 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 promulgated thereunder in order to fulfill its obligations under this Section 1.03 and shall include in 1.4(a), including mailing to stockholders the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company. (c) From and after the election or appointment of Parent's designees pursuant to this Section 1.03 and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or theSection

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the acceptance for payment by Buyer of the Purchaser for Shares pursuant to the Offer representing at least a majority of on the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesFunding Date, Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to that equals the product of of: (i) the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the election of any additional directors elected pursuant to this sentenceSection 1.3); and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by ----------- Parent or its affiliates and Buyer (including Shares accepted for payment) bears to the total number of Shares then outstanding, and the Company shall, upon request of Parent, promptly shall take all actions action reasonably necessary to cause Parent's designees to be so electedelected or appointed to the Company Board, including, if necessarywithout limitation, at the option of Parent, increasing the number of directors, or seeking the and accepting resignations of one incumbent directors, or more existing directorsboth; provided, however, that prior to the Effective Time (as defined in Section 2.02)Time, the Company Board shall always have at least one member two members who is neither an officer, director or designee were directors of the Company prior to consummation of the Offer and who are not affiliated with Parent or Buyer (each, a "Purchaser InsidersContinuing Director"). (b) The Company's obligations . If the number of Continuing Directors is reduced to appoint Parent's designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply fewer than two for any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company. (c) From and after the election or appointment of Parent's designees pursuant to this Section 1.03 and 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 Board 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 terminate this Agreement or agree or consent to any amendment or termination of this Agreement by Agreement; (b) waive any of the Company's rights, benefits or remedies hereunder; (c) extend the time for performance of Parent's and Buyer's respective obligations hereunder; or (d) approve any extension other action by the Company which is reasonably likely to adversely affect the interests of the time for Company Stockholders (other than Parent, Buyer and their Affiliates (other than the performance of any of Company and its Subsidiaries)) with respect to the obligations or other acts of Parent or thetransactions contemplated by this Agreement.

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the payment by the Purchaser for Shares pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of Shares, Closing and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue thereafter, subject to hold at least such number applicable Law and any listing agreement with or rules of SharesNasdaq, Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to that equals the product of (i) the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the election of any additional directors elected pursuant to this sentenceSection 1.3) multiplied by and (ii) the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates and/or Purchaser (including Shares accepted for payment) bears to the total number of Shares then outstanding, and the Company shall, upon request of Parent, promptly take all actions necessary to shall cause Parent's ’s designees to be elected or appointed to such classes of the Company Board so electedas to be as evenly distributed as possible among the three classes of the Company Board, including, if necessary, including by increasing the number of directors and seeking the and accepting resignations of one or more existing incumbent directors; provided, however, provided that at all times prior to the Effective Time (as defined there shall be at least two directors on the Company Board not designated by Parent. As used in Section 2.02)this Agreement, the Board term “beneficial ownership” (and its correlative terms) shall always have at least one member who is neither an officerthe meaning assigned to such term in Rule 13d-3 under the Exchange Act. At such time, director or designee the Company shall also cause individuals designated by Parent to constitute the number of directors, rounded up to the next whole number, on each committee of the Parent ("Purchaser Insiders")Company Board that represents the same percentage as such individuals represent on the Company Board. (b) The Company's ’s obligations to appoint Parent's ’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 necessary to such Section and Rule in order effect the appointment of Parent’s designees, including mailing to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such stockholders information with respect to the Company and its officers and directors directors, as is required under such Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.031.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent will 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 such Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) shall be subject to the Companyreceipt of such information. (c) From and after Following the election or appointment of Parent's ’s designees pursuant to this Section 1.03 1.3(a) and prior to until the Effective Time, the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any amendment or action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any extension amendment of this Agreement requiring action by the Company Company, any extension of the time for the performance of any obligation or action hereunder by Parent or Purchaser, any waiver of compliance with any of the obligations agreements or conditions contained herein for the benefit of the Company or any other acts of action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or thePurchaser).

Directors. (a) Subject to compliance with applicable law, promptly upon the payment by the Purchaser for Shares pursuant to Following the Offer representing at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesClosing, Parent or Sub shall be entitled to designate designate, from time to time, such number of members of the Board of Directors of the Company as will give Sub, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, representation equal to at least that number of directors, rounded up to the next whole number, that is the product of (a) the total number of directors (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (b) the percentage that (i) the number of shares of Company Common Stock owned by Parent, Sub or any other Subsidiary of Parent (including shares of Company Common Stock accepted for payment and paid for pursuant to the Offer) bears to (ii) the number of shares of the Company Common Stock then outstanding; provided, however, that in no event shall Parent or Sub be entitled to designate any directors to serve on the Company's Board of Directors unless the number of shares of Company Common Stock owned by Parent, Sub or any other Subsidiary of Parent shall equal at least a majority of the voting power of the then-outstanding shares of Company Common Stock. The Company shall take all action reasonably requested by Parent necessary to effect any such election or appointment, including (A) increasing the size of the Board of Directors of the Company as is equal to and (B) obtaining the product resignation of the total such number of its current directors on as is, in each case, necessary to enable such designees to be so elected or appointed to the Board of Directors of the Company in compliance with applicable Law (determined after giving effect including, to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates bears to the total number of Shares then outstanding, and the Company shall, upon request of Parent, promptly take all actions necessary to cause Parent's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that extent applicable prior to the Effective Time (as defined in Section 2.02Time, Rule 10A-3 under the Exchange Act and NASDAQ Rules 4350(c) and 4350(d)(2), ). The Company shall mail to its stockholders the Board shall always have at least one member who is neither an officer, director or designee of Information Statement containing the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees to the Board shall be subject to information required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The , and the Company shall promptly take all actions required pursuant agrees to make such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in mailing concurrently with the mailing of the Schedule 14D-9 such (provided that Parent and Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to the Company such designees and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its Parent's officers, directors and affiliates required by such Section and Rule to the Companyaffiliates). (cb) From and after Following the election or appointment of Parent's or Sub's designees pursuant to this Section 1.03 6.09(a) and prior to the Effective Time, the affirmative vote of a majority of the Parent Independent Directors then in office shall be required for (i) the Company to consent (a) to amend or terminate this Agreement, (b) to waive any amendment of the Company's rights or termination of remedies under this Agreement by the Company, any extension by the Company of or (c) to extend the time for the performance of any of the obligations or other acts of Parent or theSub or (ii) any withdrawal, modification, amendment or qualification by the Company's Board of Directors of the recommendation described in Section 4.01(d). For purposes of this Agreement, a "Parent Independent Director" shall mean a member of the Company's Board of Directors that (i) would be an "independent director" of Parent within the meaning of NASDAQ Rule 4200(a)(15) if such director were then serving as a member of Parent's Board of Directors and (ii) does not otherwise have a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the acceptance for payment by Acquisition Sub of, and payment by Acquisition Sub for, Shares constituting sixty-six and two-thirds percent (66 2/3%) of the Purchaser for aggregate outstanding Shares pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of SharesOffer, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to that equals the product of (i) the total number of directors on the Board of Directors of the Company (determined after giving effect to the election of any additional directors elected pursuant to this sentenceSECTION 1.3) multiplied by and (ii) the percentage that the aggregate number of Shares beneficially owned by Parent Purchaser or its affiliates Acquisition Sub (including Shares accepted for payment) bears to the total number of Shares then shares of Company Common Stock outstanding, and the Company shall, upon request of Parent, promptly shall take all actions action necessary to cause Parentthe Company's designees to be so electedelected or appointed to the Board, including, if necessarywithout limitation, increasing the number of directors, or seeking the and accepting resignations of one incumbent directors, or more existing directors; provided, however, that prior to the Effective Time (as defined in Section 2.02)both. At such times, the Company will use its best efforts to cause individuals designated by Purchaser to constitute the same percentage as such individuals represent on the Board shall always have at least one member who is neither an officer, director or designee of (x) each committee of the Parent Board, ("Purchaser Insiders")y) each board of directors of each Subsidiary of the Company and (z) each committee of each such board. (b) The Company's obligations to appoint Parent's designees to the Board shall be subject to Section 14(f) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.03 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule in order 14f-1 to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the CompanySECTION 1. (c) From and after the election or appointment of Parent's designees pursuant to this Section 1.03 and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or the

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the payment purchase by the Purchaser for --------- of any Shares pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of SharesOffer, and from time to time thereafter as Shares are acquired by the Purchaser, so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Sharesshall not have waived the Minimum Condition, Parent the Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors as will give the Purchaser, subject to compliance with Section 14(f) of the Company as is Exchange Act, representation on the Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (determined after giving effect to the directors appointed or elected pursuant to this sentencesentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent the Purchaser or any affiliate of the Purchaser (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its affiliates Subsidiaries) bears to the total number of Shares then outstanding. At such times, the Company will also cause (i) each committee of the Board of Directors, (ii) if requested by the Purchaser, the board of directors of each of the Company's Subsidiaries and (iii) if requested by the Purchaser, each committee of such board to include persons designated by the Purchaser constituting the same percentage of each such committee or board as the Purchaser's designees are of the Board of Directors. The Company shall, upon request of Parentby the Purchaser, promptly take all actions increase the size of the Board of Directors or exercise its best efforts to secure the resignations of such number of directors as is necessary to enable the Purchaser's designees to be elected to the Board of Directors and shall cause Parentthe Purchaser's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that, in the event that prior the Purchaser's designees -------- ------- are appointed or elected to the Board of Directors, until the Effective Time (as defined in Section 2.02), 2.2 hereof) the Board of Directors shall always have at least one member director who is a director on the date hereof and who is neither an officer, director or designee officer of the Parent Company nor a designee, shareholder, affiliate or associate (within the meaning of the Federal securities laws) of the Purchaser (one or more of such directors, the "Purchaser InsidersIndependent Directors"). (b) The Company's obligations ; provided further, that if no --------------------- -------- ------- Independent Directors remain, the other directors shall designate one person to appoint fill one of the vacancies who shall not be either an officer of the Company or a designee, shareholder, affiliate or associate of the Purchaser or the Parent's designees to the Board , and such person shall be subject deemed to be an Independent Director for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule promulgated thereunder in order to fulfill its obligations under this Section 1.03 1.3 and shall include in the Schedule 14D-9 mailed to shareholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if the Purchaser has not theretofore designated directors) such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.031.3. The Parent and the Purchaser will supply the Company and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. Notwithstanding anything in this Agreement to the Company. (c) From and after the election or appointment of Parent's designees pursuant to this Section 1.03 and contrary, prior to the Effective Time, any amendment the affirmative vote of a majority of the Independent Directors shall be required to (i) amend or termination of terminate this Agreement by the Company, (ii) exercise or waive any extension by of the Company of Company's rights or remedies hereunder, or (iii) extend the time for the performance of any of the Purchaser's obligations or other acts of Parent or thehereunder.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the payment purchase by the Purchaser for Shares pursuant to the Offer representing at least a majority of such number of Shares as shall satisfy the votes entitled to be cast by all holders of SharesMinimum Condition, and from time to time thereafter so long as the thereafter, Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board of Directors of as shall give Purchaser representation on the Company as is Board equal to the product of (i) the total number of directors on the Company Board of Directors of the Company (determined after giving effect to any increase in the number of directors elected pursuant to this sentenceSection 1.3) multiplied by and (ii) the percentage that the aggregate such number of Shares beneficially owned by Parent or its affiliates so purchased (including Shares accepted for payment and the purchased Top-Up Shares) bears to the total number of Shares then outstanding, and the Company shall, upon request of Parentby Purchaser, promptly take all actions increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Parent's Purchaser’s designees to be so elected, including, if necessary, seeking the resignations of one elected or more existing directorsappointed; provided, however, that prior Parent shall be entitled to designate at least a majority of the Effective Time directors on the Company Board (as defined in Section 2.02long as Parent and its Affiliates Beneficially Own a majority of the Shares of the Company), . The Company will use its best efforts to cause each committee of the Company Board and the Board shall always have of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting at least one member who is neither an officer, director or designee the same percentage of each such committee and the Board of Directors of each Subsidiary of the Parent ("Purchaser Insiders"). (b) Company as Purchaser’s designees are of the Company Board. The Company's ’s obligations to appoint Parent's designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The At the request of Purchaser, the Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 necessary to effect any such election or appointment of Purchaser’s designees in order to fulfill its obligations under accordance with this Section 1.03 1.3(a), including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder, which, unless Purchaser otherwise elects, shall include in be so mailed together with the Schedule 14D-9 such 14D-9. Parent and Purchaser shall supply to the Company all information with respect to the Company themselves and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its their respective officers, directors and affiliates Affiliates required by such Section 14(f) and Rule to the Company14f-1. (cb) From and after Following the election or appointment of Parent's Purchaser’s designees pursuant to this Section 1.03 1.3(a) and prior to the Effective Time, the Company shall cause the Company Board to maintain at least two (2) directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company and who are independent directors for purposes of the applicable listing and corporate governance rules and regulations of NASDAQ (the “Continuing Directors”); provided, however, that if the number of Continuing Directors is reduced below two (2) for any reason, the remaining Continuing Director shall immediately elect or designate one person meeting the foregoing criteria to fill such vacancy who shall be deemed to be a Continuing Director for purposes of this Agreement such that, following such election or designation, there shall be two (2) Continuing Directors or, if no Continuing Directors then remain, the other directors shall designate two (2) persons meeting the foregoing criteria to fill such vacancies, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. The Company and the Company Board shall promptly take all action as may be necessary to comply with their obligations under this Section 1.3(b). So long as there shall be at least one (1) Continuing Director, (i) any amendment or termination of this Agreement by the Company, any extension requiring action by the Company Board, (ii) any extension of the time for the performance of any of the obligations or other acts of Parent or thePurchaser under this Agreement, (iii) any waiver of compliance with any of the agreements or conditions under this Agreement that are to the benefit of the Company, or (iv) any exercise of the Company’s rights or remedies under this Agreement shall require the concurrence of both of the Continuing Directors (or of the sole Continuing Director if there shall then be only one Continuing Director).

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the payment acquisition by the Purchaser for Shares pursuant to the Offer representing at least a majority of such number of Shares which satisfies the votes entitled to be cast by all holders of Shares, Minimum Condition and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Sharesthereafter, Parent shall be entitled to designate such number a majority of directors, rounded up to the next whole number, on members of the Company's Board of Directors Directors, subject to compliance with Section 14(f) of the Company as is equal to the product of the total number of directors on the Board of Directors of the Company (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates bears to the total number of Shares then outstanding, and the Exchange Act. The Company shall, upon request of by Parent, promptly take all actions increase the size of the Board of Directors to the extent permitted by its Certificate of Incorporation and/or secure the resignations of such number of directors as is necessary to enable Parent's designees to be elected to the Board of Directors and shall use its reasonable efforts to cause Parent's designees to be so elected. The Company shall take, includingat its expense, if necessaryall action necessary to effect any such election, seeking including mailing to its stockholders the resignations of one or more existing directors; provided, however, that prior to the Effective Time (as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee of the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees to the Board shall be subject to information required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant promulgated thereunder in form and substance reasonably satisfactory to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to the Company Parent and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03counsel. Parent will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company. (c) From and after Following the election or appointment of Parent's designees pursuant to this Section 1.03 1.3 and prior to the Effective Time, any amendment or termination of this Agreement by the CompanyAgreement, any extension by the Company of the time for the performance of any or waiver of the obligations or other acts of Parent or thePurchaser or waiver of the Company's rights hereunder, shall require the concurrence of a majority of the Company's directors (or the concurrence of the director, if there is only one remaining) then in office who are directors on the date hereof, or are directors (other than directors designated by Parent in accordance with this Section 1.3) designated by such persons to fill any vacancy (the "CONTINUING DIRECTORS"); provided, however, that, if there shall be no Continuing Directors, such actions may be affected by majority vote of the entire Board of Directors, except that

Directors. (a) Subject to compliance with applicable law, promptly upon Promptly after (i) the purchase of and payment --------- for any Shares by the Purchaser for Shares or any of its affiliates pursuant to the Offer representing as a result of which Purchaser and its affiliates own beneficially at least a majority of then outstanding Shares and (ii) compliance with Section 14(f) of the votes entitled to be cast by all holders of SharesExchange Act and Rule 14f-1 promulgated thereunder, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shareswhichever shall occur later, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company's Board of Directors of the Company as is equal to the product of the total number of directors on the such Board of Directors of the Company (determined after giving effect to any increase in the directors elected size of such Board pursuant to this sentenceSection 1.4) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates Purchaser at such time (including Shares so accepted for payment) bears to the total number of Shares then outstanding. In furtherance thereof, and the Company shall, upon request of Parent, use its best efforts promptly either to increase the size of its Board of Directors or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable such designees of Parent to be so elected or appointed to Company's Board of Directors, and Company shall take all actions available to Company to cause such designees of Parent to be so elected or appointed. At such time, Company shall, if requested by (b) Company shall promptly take all actions necessary to cause Parent's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that prior to the Effective Time (as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee of the Parent ("Purchaser Insiders"). (b) The Company's obligations to appoint Parent's designees to the Board shall be subject required pursuant 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 promulgated thereunder in order to fulfill its obligations under this Section 1.03 1.4(a), including mailing to stockholders the information required by such Section 14(f) and shall include Rule 14f-1 (or including such information in the Schedule 14D-9 such information initially filed with respect the SEC and distributed to the Company and its officers and directors stockholders of Company) as is required under such Section and Rule in order necessary to fulfill its obligations under this Section 1.03enable Parent's designees to be elected to Company's Board of Directors. Parent or Purchaser will supply to Company in writing and be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.4 are in addition to and shall not limit any rights which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of applicable law with respect to the Companyelection of directors or otherwise. (c) Notwithstanding the provisions of this Section 1.4, the parties hereto shall use their respective reasonable best efforts to ensure that at least two of the members of the Board shall, at all times prior to the Effective Time (as defined in Section 1.6 hereof) be, directors of the Company who were directors of the Company on the date hereof (the "Continuing Directors"), provided that, if the number of Continuing Directors shall be reduced below two for any reason, the remaining Continuing Director may designate a person to fill such vacancy who shall be deemed to be a Continuing Director for all purposes of this Agreement, or if no Continuing Directors then remain, the other directors of Company then in office shall designate two persons to fill such vacancies who will not be officers or employees or affiliates of Company, Parent or either of their subsidiaries and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. From and after the election or appointment of time, if any, that Parent's designees pursuant to this Section 1.03 constitute a majority of Company's Board of Directors and prior to the Effective Time, any amendment or modification of this Agreement, any amendment to Company's Certificate of Incorporation or By-Laws inconsistent with 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 or other acts of Parent or thePurchaser hereunder, any waiver of any condition to Company's obligations

Directors. (a) Subject to compliance with applicable law, promptly upon the payment by the Purchaser for Shares pursuant to the Offer representing at least a majority such number of Shares as shall satisfy the votes entitled to be cast by all holders of SharesMinimum Condition, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Sharesthereafter, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to the product of the total number of directors on the Company Board of Directors of the Company (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Common Shares beneficially owned by Parent or its affiliates bears to the total number of Common Shares then outstandingoutstanding on a fully diluted basis, and the Company shall, upon request of Parent, promptly take all actions necessary to cause Parent's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that prior to the Effective Time (as defined in Section 2.02hereinafter defined), the Company Board shall always have at least one member two members who is are neither an officerofficers, director directors or designee designees of the Parent 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 an individual to fill such vacancy who is not a Purchaser Insider and who shall be a director not deemed to be a Purchaser Insider for all purposes of this Agreement. (b) The Company's obligations to appoint Parent's designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.031.3. Parent will supply in a timely manner any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company. (c) From and after Following the election or appointment of Parent's designees pursuant to this Section 1.03 1.3 and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or thethe Purchaser or 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, in the case where there are two or fewer directors who are not Purchaser Insiders, the concurrence of one director who is not a Purchaser Insider).

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the purchase of and payment for any Shares by the Parent or Purchaser for Shares pursuant to the Offer representing at least a majority of (provided that the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesMinimum Condition is satisfied), Parent shall be entitled to designate such number of directors, rounded up to the next nearest whole number, on the Board of Directors of the Company as is equal to the product of the total number of directors on the Board of Directors of the Company (determined after giving effect to the directors elected designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates so accepted for payment bears to the total number of Shares then outstanding, and the Company shall, upon request of Parent, promptly take all actions necessary to cause Parent's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that prior Parent shall be entitled to designate at least a majority of the directors on the Company Board (as long as Parent and its Affiliates beneficially own a majority of the Common Shares of the Company). In furtherance of Parent’s rights under this Section 1.3, the Company shall, upon Parent or Purchaser’s request, use all reasonable efforts promptly either to increase the size of the Board or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent’s designees to be so elected to the Effective Time Board, and shall take all actions available to the Company to cause Parent’s designees to be so elected. At such time, the Company shall also upon Parent’s request cause Persons designated by Parent (provided that any designees to the Audit Committee comply with the Audit Committee Requirements (as defined in Section 2.02below), the Board shall always ) to have at least one member who is neither an officer, director or designee appropriate (and not less than a majority so long as Parent and its Affiliates beneficially own a majority of the Parent Shares) representation on ("Purchaser Insiders"). i) each committee of the Board, (bii) each board of directors (or similar body) of each Subsidiary and (iii) each committee (or similar body) of each such board. The Company's obligations to appoint Parent's designees to the Board Company shall be subject promptly take all actions required pursuant 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 promulgated thereunder in order to fulfill its obligations under this Section 1.03 and shall include in 1.3, including mailing to stockholders (as part of the Schedule 14D-9 or otherwise) the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s designees to be elected to the Board (provided that Purchaser shall have provided to the Company on a timely basis all information required to be included with respect to Purchaser’s designees). The provisions of this Section 1.3 are in addition to and shall not limit any rights which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the Company and its officers and election of directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Companyor otherwise. (cb) From In the event that Parent’s designees are elected to the Board, until the Effective Time (as defined below), the Board shall have at least three directors who are directors on the date of this Agreement and after who are not officers of the election Company (the “Original Directors”) and at least three Original Directors shall serve on the Audit Committee of the Board such that such Audit Committee complies with all requirements of the SEC and the Nasdaq Stock Market applicable thereto (collectively, the “Audit Committee Requirements”); provided that, in such event, if the number of Original Directors is reduced below three for any reason whatsoever, any remaining Original Directors (or appointment Original Director, if there be only one remaining) shall be entitled to designate Persons who satisfy the Audit Committee Requirements to fill such vacancies who shall be deemed to be Original Directors for purposes of this Agreement or, if no Original Director then remains, the other directors shall designate three Persons (who shall not be officers or affiliates of the Company) to fill such vacancies who shall not be stockholders, affiliates or associates of Parent or Purchaser, and such Persons shall be deemed to be Original Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Parent's ’s designees pursuant are elected to this Section 1.03 and prior to the Board before the Effective Time, the affirmative vote of a majority of the Original Directors shall be required for the Company to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement by the CompanyAgreement, any extension by the Company of the time for the performance of (b) exercise or waive any of the obligations Company’s rights, benefits or remedies hereunder, or (c) take any other acts of Parent action by the Board under or thein connection with this Agreement.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the purchase of and payment by the Purchaser for Shares pursuant to the Offer representing by Parent or any of its Subsidiaries (as defined in Section 8.10) which represent at least a majority of the votes entitled to be cast by all holders outstanding shares of Shares, and from time to time thereafter so long as the Purchaser and/or Parent Company Common Stock (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shareson a fully diluted basis), Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of the total number of directors on the such Board of Directors of the Company (determined after giving effect to the directors elected designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser, Parent or its and any of their affiliates bears to the total number of Shares shares of Company Common Stock then outstanding, and the . The Company shall, upon request of Parent, promptly shall take all actions action necessary to cause Parent's designees to be so elected, including, if necessary, seeking elected or appointed to the Company's Board of Directors and to secure the resignations of one such number of its incumbent directors as is necessary to enable Parent's designees to be so elected to the Company's Board, and shall cause Parent's designees to be so elected. At such times, the Company will take all action necessary to cause individuals designated by Parent to constitute the same percentage as such individuals represent on the Company's Board or more existing directors; providedDirectors of (A) each committee of the Board and (B) each board of directors (and committee thereof) of each Subsidiary in each case to the extent permitted by the National Association of Securities Dealers (the "NASD") rules. Notwithstanding the foregoing, however, that prior to until the Effective Time (as defined in Section 2.021.5 hereof), the Company shall retain as members of its Board of Directors at least two (2) directors that are directors of the Company on the date hereof (the "Company Designees"), and Parent and Purchaser shall not vote their Shares of Company Common Stock or take any other action inconsistent with this provision; provided, that subsequent to the purchase of and payment for Shares pursuant to the Offer, Parent shall always have its designees represent at least one member who is neither an officer, director or designee a majority of the Parent ("Purchaser Insiders")entire Board of Directors. (b) The Company's obligations to appoint Parent's designees to the Board under Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule 14f-l in order to fulfill its obligations under this Section 1.03 1.3(a), including mailing to stockholders the information required by such Section 14(f) and shall include in the Schedule 14D-9 such information with respect Rule 14f-l as is necessary to enable Parent's designees to be elected to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03Company's Board of Directors. Parent or Purchaser will supply the Company any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule to the Company.14f-l. (c) From and after the election or appointment of time, if any, that Parent's designees pursuant to this Section 1.03 constitute a majority of the Company's Board of Directors and prior to the Effective Time, any amendment or 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 or other acts of Parent or thePurchaser hereunder, any waiver of any condition or any of the Company's rights hereunder, any other action by the Company hereunder or any action that would adversely affect the rights of the stockholders of the Company or the holders of Options (as defined in Section 2.1(d)) with respect to the transactions contemplated hereby may be effected only by the action of a majority of the Company Designees then in office, which action shall be deemed to constitute the action of the full Board of Directors; provided, that if the number of Company Designees shall be reduced below two for any reason whatsoever, any remaining Company Designee shall be entitled to designate a person to fill such vacancy who shall be deemed to be a Company Designee for purposes of this Agreement or, if no Company Designee then remains, the other directors shall designate two persons to fill such vacancies who shall not be stockholders, affiliates or associates of Purchaser or Parent and such persons shall be deemed to be Company Designees for purposes of this Agreement.

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the payment by the Purchaser for Shares pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesClosing, Parent shall be entitled entitled, subject to designate compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, to designate, from time to time, such number of members of the Board of Directors of the Company as will give Parent representation equal to at least that number of directors, rounded up to the next whole number, on the Board of Directors of the Company as that is equal to the product of (a) the total number of directors on (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (b) the percentage that (i) the number of shares of Company Common Stock owned by Parent and its Subsidiaries (including shares of Company Common Stock accepted for payment pursuant to the Offer and any Top-Up Shares) bears to (ii) the number of shares of the Company Common Stock then outstanding; provided, however, that Parent shall be entitled to designate at least a majority of the members of the Board of Directors of the Company (determined after giving effect as long as Parent and its Affiliates beneficially own a majority of the shares of the Company Common Stock). At such times, subject to applicable law, the Company will cause individuals designated by Parent to constitute such number of members of each committee of the Board of Directors of the Company, rounded up to the directors elected next whole number, that represents the same percentage as such individuals represent on the Board of Directors of the Company, other than any committee established to take action under this Agreement pursuant to this sentenceSection 6.12(b). The Company shall take all action reasonably requested by Parent necessary to effect any such election or appointment, including (A) multiplied by increasing the percentage that size of the aggregate Board of Directors of the Company and (B) obtaining the resignation of such number of Shares beneficially owned by Parent or its affiliates bears to the total number of Shares then outstandingcurrent directors as is, and the Company shallin each case, upon request of Parent, promptly take all actions necessary to cause Parent's enable such designees to be so elected, elected or appointed to the Board of Directors of the Company in compliance with applicable law (including, if necessary, seeking to the resignations of one or more existing directors; provided, however, that extent applicable prior to the Effective Time (as defined in Section 2.02)Time, Rule 10A-3 under the Board shall always have at least one member who is neither an officer, director or designee Exchange Act and the applicable rules of the Parent ("Purchaser Insiders"NYSE). (b) . The Company's obligations Company shall mail to appoint Parent's designees to its shareholders the Board shall be subject to Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The , and the Company shall promptly take all actions required pursuant agrees to make such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in mailing concurrently with the mailing of the Schedule 14D-9 such (provided that Parent and Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to the Company such designees and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its Parent’s officers, directors and affiliates required by such Section and Rule to the Companyaffiliates). (cb) From and after Following the election or appointment of Parent's ’s or Sub’s designees pursuant to this Section 1.03 6.12(a) and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors then in office shall be required for the Company to consent (a) to amend or terminate this Agreement, (b) to waive any amendment of the Company’s rights or termination of remedies under this Agreement by the Company, any extension by the Company of or (c) to extend the time for the performance of any of the obligations or other acts of Parent or theSub. Such authorization shall constitute the authorization of the Board of Directors of the Company and no other action on the part of the Company, including any actions by any other director of the Company, shall be required to authorize such action. For purposes of this Agreement, an “Independent Director” shall mean a member of the Company’s Board of Directors who is a member of the Company’s Board of Directors on the date of this Agreement and who is not an officer of Parent.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the payment purchase by the Purchaser for Shares pursuant to the Offer representing of such number of Shares as satisfy at least a majority of the votes entitled to be cast by all holders of SharesMinimum Tender Condition, and from time to time thereafter so long as the thereafter, Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall will be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board of Directors of as will give Purchaser representation on the Company as is Board equal to the product of (i) the total number of directors on the Company Board of Directors of the Company (determined after giving effect to any increase in the number of directors elected pursuant to this sentenceSection 1.4) multiplied by and (ii) the percentage that the aggregate such number of Shares beneficially owned by Parent or its affiliates so purchased bears to the total number of then-outstanding Shares then outstandingon a fully-diluted basis, and the Company shallwill, upon request of Parentby Purchaser, promptly take all actions increase the size of the Company Board or use commercially reasonable efforts to seek the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and will use commercially reasonable efforts to cause Parent's Purchaser’s designees to be so elected, including, if necessary, seeking the resignations of one elected or more existing directors; provided, however, that prior appointed. Subject to the Effective Time (as defined in Section 2.02)applicable requirements of Nasdaq, the Board shall always have at least one member who is neither an officer, director or designee Company will also use commercially reasonable efforts to cause individuals designated by Purchaser to constitute the same percentage of each committee of the Parent ("Purchaser Insiders"). (b) Company Board as the percentage of the entire Company Board represented by individuals designated by Purchaser. The Company's ’s obligations to appoint Parent's designees to the Company Board shall will be subject to Section 14(f) of the Exchange Act. At the request of Purchaser, the Company will file with the SEC and mail to the holders of Shares the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Parent and Purchaser will supply to the Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to the Company themselves and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its their respective officers, directors and affiliates Affiliates required by such 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 Exchange Act and Rule 14f-1 promulgated thereunder that is filed with the SEC and mailed to holders of Shares will be considered part of the Schedule 14D-9. (b) Notwithstanding the provisions of this Section 1.4, the Company, Parent and Purchaser shall cause the Company Board to include, at all times prior to the Effective Time, at least three of the members of the Company Board, selected by the members of the Company Board, who were directors of the Company on the date of this Agreement (“Continuing Directors”), each of whom shall be an “independent director” as defined by Rule 4200(a)(15) of the Nasdaq Marketplace Rules and eligible to serve on the Company’s audit committee under the Exchange Act and the applicable requirements of Nasdaq; provided, however, that if at any time prior to the Effective Time there shall be fewer than three (3) Continuing Directors serving as directors of the Company for any reason, then the Company Board shall take all necessary action (including creating a committee of the Company Board) to cause an individual selected by the remaining Continuing Directors (or Continuing Director, if there shall be only one (1) Continuing Director remaining) who satisfies the foregoing independence requirements and who is not an officer, director, stockholder or designee of Parent or any of its Affiliates to be appointed to serve on the Company Board (and such individual shall be deemed to be a Continuing Director for all purposes under this Agreement). (c) From and after Following the election or appointment of Parent's Purchaser’s designees pursuant to this Section 1.03 1.4(a) and prior to the Effective Time, any amendment action by the Company with respect to any amendment, supplement, modification, or waiver of any term 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 or other acts of Parent or thePurchaser 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 amendment to the Articles of Organization or Bylaws, any authorization of an agreement between the Company and any of its Affiliates, on the one hand, and Parent, Purchaser or any of their Affiliates, on the other hand, any exercise of the Company’s rights or remedies under this Agreement and any action to seek to enforce any obligation of Parent or Purchaser under this Agreement (or any other action by the Company Board with respect to this Agreement, the Offer 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 Continuing Directors (or by the Continuing Director should there be only one). For purposes of considering any matter set forth in this Section 1.4(c), the Continuing Directors will be permitted to meet without the presence of the other directors. The Continuing 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 Continuing 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 rights hereunder. The Company will indemnify and advance expenses to, and Parent will cause the Company to indemnify and advance expenses to, the Continuing Directors in connection with their service as directors of the Company prior to the Effective Time to the fullest extent permitted by applicable Law and in accordance with the provisions of Section 6.5 hereof. (d) In the event that Purchaser’s designees are elected or appointed to the Company Board pursuant to Section 1.4(a), until the Effective Time, (i) the Company Board will have at least such number of directors as may be required by the Nasdaq rules or the federal securities Laws who are considered independent directors within the meaning of such rules and Laws (“Independent Directors”) and (ii) each committee of the Company Board that is required (or a majority of which is required) by the Nasdaq rules or the federal securities Laws to be composed solely of Independent Directors will be so composed; provided, however, if the number of Independent Directors is reduced below the number of directors as may be required by such rules or Laws for any reason, the remaining Independent Director(s) will be entitled to designate persons to fill such vacancies who will be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Director then remains, the other directors will designate such number of directors as may be required by the Nasdaq rules and the federal securities Laws to fill such vacancies who will not be shareholders or Affiliates of Parent or Purchaser, and such Persons will be deemed to be Independent Directors for purposes of this Agreement.

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the payment by the Purchaser for Shares purchase of shares of Company Common Stock pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesOffer, Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, on the Company’s Board of Directors of the Company as is equal to that equals the product of (i) the total number of directors on the Company’s Board of Directors of the Company (determined after giving effect to the election of any additional directors elected pursuant to this sentenceSection 1.3(a)) multiplied by and (ii) the percentage that the aggregate number of Shares shares of Company Common Stock beneficially owned by Parent or its affiliates and/or Merger Sub (including shares of Company Common Stock purchased pursuant to the Offer) bears to the total number of Shares shares of Company Common Stock then outstanding, and the Company shall, upon request of Parent, promptly take all actions necessary shall use reasonable best efforts to cause Parent's ’s designees to be so electedelected or appointed to the Company’s Board of Directors, includingincluding increasing the number of directors, if necessary, and seeking the and accepting resignations of one or more existing incumbent directors; provided. At such time, howeverthe Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, that prior rounded up to the Effective Time next whole number, on (i) each committee of the Company’s Board of Directors and (ii) each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as defined in Section 2.02)such individuals represent on the Company’s Board of Directors. Notwithstanding the foregoing, until the Acceptance Date, the Board Company shall always have at least one member who is neither an officer, director or designee use its reasonable best efforts to ensure that all of the Parent ("Purchaser Insiders")members of the Company’s Board of Directors and such committees and boards as of the date hereof who are not employees of the Company remain members of the Company’s Board of Directors and such committees and boards until the Effective Time. (b) The Company's ’s obligations to appoint Parent's ’s designees to the Company’s Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors directors, as is required under such Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.03Section. Parent will 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 such Section 14(f) and Rule to the Company14f-1. (c) From and after Following the election or appointment of Parent's ’s designees pursuant to this Section 1.03 1.3(a) and prior to until the Effective Time, the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company’s Board of Directors and no other action on the part of the Company, including any amendment or action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement, any extension by the Company of the time for the performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the obligations agreements or other acts conditions contained herein for the benefit of the Company, any exercise of the Company’s rights or remedies under this Agreement or any action seeking to enforce any obligation of Parent or theMerger Sub under this Agreement.

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the acceptance for payment by the Purchaser of and payment for Shares pursuant to the Offer representing at least of a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesShares that satisfies the Minimum Condition, Parent shall be entitled to designate such that number of directorsdirectors on the Board, rounded up to the next nearest whole number, on the Board of Directors of the Company as is equal to the product of (i) the total number of directors on the Board (giving effect, if applicable, to (A) the number of Directors newly created directorships if the size of the Company (determined after giving effect to the directors elected Board is increased pursuant to this sentenceSection 1.3(a) multiplied by and (B) the number of vacancies if the resignation of any director is secured pursuant to this Section 1.3(a)) and (ii) the percentage that the aggregate number of Shares beneficially owned in the aggregate by Parent or its affiliates and Merger Sub bears to the total number of Shares then outstanding, and the Company shallCompany, upon request of Parentat such time, promptly shall take all actions action necessary to cause Parent's designees to be so electedelected or appointed to the Board, including, if necessarywithout limitation, increasing the number of directors, and seeking the and accepting resignations of one or more existing incumbent directors; provided. At such time, howeverbut subject to Section 1.3(c) hereof, that prior the Company also will use its best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the nearest whole number, on (i) each committee of the Board and (ii) the board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, the Parent and the Company shall use their reasonable best efforts to ensure that at least two (2) members of the Board as of the date hereof who are not employees of the Company (the "Continuing Directors") shall remain members of the Board until the Effective Time (as defined Time, PROVIDED that, if there shall be in Section 2.02)office less than two Continuing Directors for any reason, the Board shall always have at least one member cause the person designated by the remaining Continuing Director to fill such vacancy who is neither an officershall be deemed to be a Continuing Director for all purposes of this Agreement, director or designee if no Continuing Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who will not be directors, officers, employees or Affiliates of the Parent ("Purchaser Insiders")or Merger Sub and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. (b) The Company's obligations to appoint Parent's designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company Company, at its sole expense, shall take promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors directors, as is required under such Section 14(f) or the Exchange Act and Rule 14f-1 promulgated thereunder require in order to fulfill its obligations under this Section 1.031.3. Parent will 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 Affiliates required by such Section 14(f) of the Exchange Act and Rule to the Company14f-1 promulgated thereunder. (c) From and after Company shall not be required to fulfill its obligations under Section 1.3(a)(ii) with respect to board membership of Company subsidiaries in the event (and/or to the extent) that doing so may, in the reasonable opinion of Company's counsel, trigger state regulatory approval processes that could materially affect or delay the transactions contemplated herein. (d) Following the election or appointment of Parent's designees pursuant to this Section 1.03 1.3(a) and prior to until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize (and such authorization shall constitute the authorization of the Board and no other action on the part of the Company, including any amendment or action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any extension amendment of this Agreement requiring action by the Company Board, any extension of the time for the performance of any obligation or action hereunder by Parent or Merger Sub and any waiver of compliance with any of the obligations agreements or other acts conditions contained herein for the benefit of Parent or thethe Company.

Directors. (a) Subject to compliance with applicable law, promptly Promptly upon the payment purchase by the Purchaser for Shares pursuant to the Offer representing or otherwise of such number of Shares as represents at least a majority of the votes entitled to be cast by all holders of outstanding Shares, and from time to time thereafter so long as the thereafter, Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is will give Purchaser representation on the Board of Directors of the Company equal to the product of the total number of directors on the Board of Directors of the Company (determined after giving effect to the directors elected pursuant to this sentence) multiplied by and the percentage that the aggregate such number of Shares beneficially owned by Parent or its affiliates so purchased bears to the total number of Shares then outstanding, and the Company shall, upon request of Parentby Purchaser, promptly increase the size of the Board of Directors of the Company or use its best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Purchaser’s designees to be so elected. The Company will also use its best efforts to cause Persons designated by Purchaser to constitute (subject to any limitations imposed by applicable law or NASD (as defined below) rule) the same percentage as is on the entire Board of Directors of the Company to be on (i) each committee of the Board of Directors of the Company and (ii) each Board of Directors and each committee thereof of each subsidiary of the Company. The Company’s obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall take all actions necessary to cause Parent's designees 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 electedmailed together with the Schedule 14D-9. Parent and Purchaser will supply to the Company all information with respect to themselves and their respective officers, including, if necessary, seeking directors and affiliates required by such Section and Rule. (b) Following the resignations election or appointment of one or more existing directors; provided, however, that Purchaser’s designees pursuant to Section 1.4(a) and prior to the Effective Time (as defined in Section 2.022.2), the Board and so long as there shall always have be at least one member who is neither an officer, director or designee of the Parent Continuing Director ("Purchaser Insiders"as defined below). (b) The Company's obligations to appoint Parent's designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company. (c) From and after the election or appointment of Parent's designees pursuant to this Section 1.03 and prior to the Effective Time, any amendment or termination of this Agreement requiring action by the Board of Directors of the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or thePurchaser under this Agreement 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 will require the concurrence 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 designated by the Continuing Directors then in office (the “Continuing Directors”).

Directors. (a) Subject to compliance with applicable lawSection 2.4(c), promptly upon after the purchase of and payment for the Shares by the Purchaser for Shares pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesOffer, Parent shall be entitled to designate such number of directorsdirectors (the "Parent Designees"), rounded up to the next whole number, on the Company's Board of Directors of the Company as is equal to the product of the total number of directors on the such Board of Directors of the Company (determined after giving effect to any increase in the directors elected size of such Board pursuant to this sentenceSection 2.4) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates Purchaser at such time (including Shares so accepted for payment) bears to the total number of Shares then outstanding; provided that in no event shall the Parent Designees constitute less than a majority of the entire Board of Directors. In furtherance thereof, and the Company shall, upon the request of Parent, use its reasonable best efforts promptly either to increase the size of its Board of Directors or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable the Parent Designees to be so elected or appointed to the Company's Board of Directors, and the Company shall take all actions available to the Company to cause the Parent Designees to be so elected or appointed. At such time, the Company shall, subject to Section 2.4(c), if requested by Parent, also take all action necessary to cause Parent's designees persons designated by Parent to be so elected, including, if necessary, seeking constitute at least the resignations of one or more existing directors; provided, however, that prior same percentage (rounded up to the Effective Time next whole number) as is on the Company's Board of Directors of (as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee i) each committee of the Parent Company's Board of Directors, ("Purchaser Insiders")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. (b) The Company's obligations obligation to appoint Parent's designees Parent Designees to the Company's Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.03 2.4(a), including mailing to stockholders the information required by such Section 14(f) and shall include Rule 14f-1 (or including such information in the Schedule 14D-9 such information initially filed with respect the SEC and distributed to the stockholders of the Company) as is necessary to enable Parent Designees to be elected to the Company's Board of Directors. Parent or Purchaser will supply to the Company in writing and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply be solely responsible for any information with respect to itself Parent and its Purchaser and their nominees, officers, directors and affiliates to the extent required by such Section 14(f) and Rule 14f-1. The provisions of this Section 2.4 are in addition to and shall not limit any rights which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of applicable law with respect to the Companyelection of directors or otherwise. (c) Notwithstanding the provisions of this Section 2.4, the parties hereto shall use their respective reasonable best efforts to ensure that at least one member of the Board shall, at all times prior to the Effective Time (as defined in Section 3.3 hereof), be a director of the Company who was a director of the Company on the date hereof (the "Continuing Director"), provided that, if no Continuing Director then remains, the other directors of the Company then in office shall designate a person to fill such vacancy who will not be officers or employees or affiliates of the Company or Parent or any of their respective subsidiaries and such person shall be deemed to be a Continuing Director for all purposes of this Agreement. From and after the election or appointment time, if any, that the Parent Designees constitute a majority of Parentthe Company's designees pursuant to this Section 1.03 Board of Directors and prior to the Effective Time, subject to the terms hereof, any amendment or modification of this Agreement, any amendment to the Company's Certificate of Incorporation or By-Laws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or thePurchaser hereunder, any waiver of any condition to the Company's obligations hereunder or any of the Company's rights hereunder or other action by the Company hereunder which adversely affects the holders of Shares other than Parent or Purchaser may be effected only if there are in office one or more Continuing Directors and such action is approved by the action of a majority of the Continuing Directors.

Directors. (a) Subject to compliance with applicable law, promptly upon the purchase of and payment for any Shares by the Purchaser for Shares pursuant to the Offer representing at least a majority of the votes entitled to be cast by all holders of SharesOffer, and from time to time thereafter so long as Shares are acquired by the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesPurchaser, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board of Directors of the Company as is equal to the product of the total number of directors on the such Board of Directors of the Company (determined after giving effect to the directors elected designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares which Purchaser or any affiliate of the Purchaser owns beneficially owned by Parent or its affiliates bears to the total number of Shares then outstanding. In furtherance thereof, and the Company shall, upon the request of Parent, promptly secure the resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be elected to the Company Board of Directors and shall take all actions necessary available to the Company to cause Parent's designees to be so elected. At such time, includingthe Company shall, if necessaryrequested by Parent, seeking also cause persons designated by Parent to constitute at least the resignations of one or more existing directors; provided, however, that prior same percentage (rounded up to the Effective Time 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 Subsidiary (as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee hereinafter defined) of the Parent Company and ("Purchaser Insiders")iii) each committee (or similar body) of each such board. (b) The Company's obligations to appoint Parent's designees to the Board Company shall be subject promptly take all actions required pursuant 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 14f-l promulgated thereunder in order to fulfill its obligations under this Section 1.03 1.3(a) hereof, and shall include in the Schedule 14D-9 mailed to shareholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f- 1 if the Purchaser has not theretofore designated directors) such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.031.3(a). Parent will or the Purchaser shall supply any the Company information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3 are in addition to and shall not limit any rights which the Parent, Purchaser or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the Companyelection of directors or otherwise. (c) From and after In the election or appointment of event that Parent's designees are elected to the Company Board of Directors, subject to the other terms of this Agreement and until the Effective Time, the Company Board of Directors shall have at least two directors who are directors on the date hereof and neither of whom is an officer of the Company (other than the present Chief Executive Officer of the Company) nor a designee, shareholder, affiliate or associate (within the meaning of the federal securities laws) of Parent (one or more of such directors, the "Independent ----------- Directors"), provided that, in such event, if the number of Independent --------- -------- ---- Directors shall be reduced below two for any reason whatsoever, any remaining Independent Director shall be entitled to designate persons to fill such vacancies who shall be deemed Independent Directors for purposes of this Agreement or, if no Independent Director then remains, the other directors shall designate one person to fill one of the vacancies who shall not be a shareholder, affiliate or associate of Parent or the Purchaser and such person shall be deemed to be an Independent Director for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Parent's designees are elected to the Company Board of Directors, after the acceptance for payment of Shares pursuant to this Section 1.03 the Offer and prior to the Effective TimeTime (as hereinafter defined), any amendment the affirmative vote of a majority of the Independent Directors shall be required to (a) amend or termination of terminate this Agreement by on behalf of the Company, (b) exercise or waive any extension of the Company's rights, benefits or remedies hereunder, (c) extend the time for performance of the Purchaser's obligations hereunder or (d) take any other action by the Company Board of Directors under or in connection with this Agreement; provided, however, that if there shall be -------- ------- no such directors, such actions may be effected by unanimous vote of the time for the performance entire Company Board of any of the obligations or other acts of Parent or theDirectors.

Directors. (a) Subject to compliance with applicable lawLaw, promptly upon the payment by the Purchaser for Shares pursuant to the Offer representing at least a majority such number of Shares as shall satisfy the votes entitled to be cast by all holders of SharesMinimum Condition, and from time to time thereafter so long as the Shares are acquired by Purchaser, Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate for appointment or election such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of the total number of directors on the Board of Directors of the Company (determined after giving effect to the directors elected pursuant to as contemplated by this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent Purchaser or its affiliates Affiliates bears to the total number of Shares then outstandingoutstanding (including for this purpose all Shares that are accepted for payment pursuant to the Offer, but excluding any shares held by Company and its Subsidiaries), and the Company shall, upon request of Parent, shall promptly take all actions necessary to cause Parent's allow Purchaser’s designees to be so elected, including, if necessary, seeking (1) calling for a meeting of the resignations Board of one or more existing directors; providedDirectors and/or shareholders of Company to elect Purchaser’s designees, however, that prior (2) to the Effective Time (as defined in Section 2.02)extent necessary, calling for a meeting of the Board shall always have of Directors and shareholders of the Company for the purpose of increasing the size of such Board of Directors or obtaining the resignation of such number of its directors as is necessary to give effect to the foregoing provision and (3) registering at least one member who Share, duly endorsed and delivered by the Purchaser or its Affiliates for this purpose, in the name of each such designee in the books of Company to qualify him or her as a director. At such time, Company shall also, upon the request of Purchaser, cause such persons designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) as is neither an officeron Company’s Board of Directors of (i) each committee of Company’s Board of Directors, director or designee subject to compliance with applicable securities laws and the rules of the Parent Nasdaq Global Market ("Purchaser Insiders"“NASDAQ”), SRC and PSE, and (ii) each board of directors (or similar body) of each Subsidiary of Company and each committee of each such board (or similar body). (b) The Company's obligations to appoint Parent's designees to the Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company. (c) From and after Following the election or appointment of Parent's Purchaser’s designees pursuant to this Section 1.03 and prior to the Effective Time1.3, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent Purchaser or theany waiver of any of Company’s rights hereunder, will require the concurrence of at least a majority of the directors of Company then in office who are not nominees of Purchaser (“Purchaser Insiders”) (or in the case where there are two or fewer directors who are not Purchaser Insiders, the concurrence of one director who is not a Purchaser Insider) if such amendment, termination, extension or waiver would be reasonably likely to have an adverse effect on the minority shareholders of Company. (c) Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3, including mailing to Company’s shareholders the information required by such Section 14(f) and Rule 14f-1 (which Company shall mail together with the Schedule 14D-9 if it receives from Purchaser the information below on a basis timely to permit such mailing). Purchaser shall supply Company such information with respect to Purchaser and its nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment of any of Purchaser’s designees under this Section 1.3. The provisions of this Section 1.3 are in addition to and shall not limit any rights that Purchaser or any of its Affiliates may have as a holder or beneficial owner of Shares as a matter of Law with respect to the election of directors or otherwise. (d) Prior to the Payment Date, Company will cause each member of its Board of Directors (except to the extent agreed by Purchaser) to execute and deliver a letter, which will not be revoked or amended prior to such date, effectuating his or her resignation as a director of Company effective on the Payment Date.

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the payment by the Purchaser acceptance for exchange of Company Common Shares pursuant to the Offer representing at least a majority Offer, subject to applicable Law and any listing agreement with or rules of the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of SharesNYSE, Parent shall be entitled to designate such the number of directors, rounded to the nearest whole number, on the Company 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 pursuant to this Section 1.5(a)), and (ii) a fraction having a numerator equal to the aggregate number of Company Common Shares beneficially owned by Parent or Bid Sub (including Company Common Shares accepted for exchange pursuant to the Offer) and a denominator equal to the total number of Company Common Shares (excluding shares held by the Company as treasury stock or owned by the Company or any of its Subsidiaries). At Parent’s request on or after the Acceptance Time, the Company shall (i) seek and accept resignations of incumbent directors and (ii) have such changes registered with the competent Commercial Registry of the Canton of Zug (the “Registrar”). In connection with the designation by Parent of individuals to serve on the Company board of directors, the Company shall, at Parent’s request, cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on the Board of Directors (A) each committee of the Company as is equal to the product of the total number board of directors on the Board and (B) each board of Directors (managing) directors of each Subsidiary of the Company (determined after giving effect and each committee thereof) that represents the same percentage as such individuals represent on the Company’s board of directors, in each case subject to the directors elected pursuant to this sentence) multiplied any limitation imposed by the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates bears to the total number of Shares then outstanding, and the Company shall, upon request of Parent, promptly take all actions necessary to cause Parent's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that prior to the Effective Time applicable Law (as defined in Section 2.02), the Board shall always have at least one member who is neither an officer, director or designee of the Parent ("Purchaser Insiders"including NYSE rules). (b) The Company's ’s obligations to appoint Parent's designees to propose and recommend the Board Modification pursuant to Sections 1.5(a) and 7.1(c) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunderpromulgated thereunder and Swiss Law, as applicable. 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 actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors directors, as is required under such Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder require in order to fulfill its obligations under this Section 1.03. 1.5 and Section 7.1(c), so long as Parent will supply has timely provided to the Company in writing any information with respect to itself and its nominees, officers, directors and affiliates Affiliates required by such Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent shall promptly supply to the CompanyCompany in writing, and shall be solely responsible for the accuracy and completeness of, all such information. (c) From In the event that Parent’s designees are elected or appointed to the Company board of directors pursuant to Sections 1.5(a) and after 7.1(c), until the Effective Time or, if the Squeeze-Out Condition has not been satisfied as of immediately prior to the Acceptance Time, until the earlier of the second anniversary of the Acceptance Time and the completion of the Squeeze-Out Merger, the Company board of directors shall have at least two (2) directors who are directors of the Company on the date hereof and who are neither officers of the Company nor shareholders, Affiliates, or associates (within the meaning of the U.S. federal securities Law and the Swiss Code of Obligations) of Parent (“Continuing Directors”), as designated by Parent in its sole and absolute discretion; provided that in such event, if the number of Continuing Directors shall be reduced below two (2), the remaining Continuing Director shall be entitled to designate a person to be elected by the shareholders of the Company to fill such vacancy who shall be deemed to be a Continuing Director for purposes of this Agreement or, if no other Continuing Director then remains, the other directors shall be entitled to (and shall be directed by Parent to) designate directors to be elected by the shareholders of the Company to fill such vacancies who shall not be officers of the Company or shareholders, Affiliates or associates of Parent, and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement, it being understood and agreed that Parent and the Company shall take such actions which are necessary to elect the respective designated persons as members of the Company board of directors. (d) Notwithstanding anything in this Agreement to the contrary, following the election or appointment of Parent's ’s designees to the Company board of directors pursuant to this Section 1.03 1.5(a) and prior to until the Effective Time, or, if the Squeeze-Out Condition has not been satisfied as of immediately prior to the Acceptance Time, until the earlier of the second anniversary of the Acceptance Time and the completion of the Squeeze-Out Merger, any amendment or termination of this Agreement by the Company, any amendment of this Agreement, any extension of time for performance of any obligation or action hereunder by Parent or Bid Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or its shareholders (other than Parent, Bid Sub or their Affiliates), officers, directors or employees, or of any right of the Company under this Agreement, any amendment of the Company’s articles of association or organization regulations, any amendment or change to or any other consent or action by the Company board of directors with respect to this Agreement, the Merger Agreement, the Offer or the Merger or any other transaction contemplated hereby or in connection herewith shall only be effected if there are in office one or more Continuing Directors and such action is approved by a majority of the time for Continuing Directors then in office (or by the sole Continuing Director if there shall be only one Continuing Director). The Continuing Directors 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 by the Continuing Directors and shall have the authority to institute any action on behalf of the Company to enforce performance of any of the obligations or other acts of Parent or thethis Agreement.

Directors. (a) Subject to compliance with applicable law, promptly Effective upon the acceptance for payment by the Purchaser for Merger Sub of Shares pursuant to the Offer representing at least a majority of (the votes entitled to be cast by all holders of Shares, and from time to time thereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares"OFFER ACCEPTANCE TIME"), Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of the total number of four directors on the Company's Board of Directors of the Company (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or its affiliates bears to the total number of Shares then outstanding, and the Company shall, upon request of Parent, promptly take all actions necessary to cause Parent's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directorsDirectors; provided, however, that prior to the Effective Time (as defined in Section 2.02)Time, the Company's Board of Directors shall always have at least one member three members who is neither an officer, director or designee were directors of the Parent Company prior to consummation of the Offer (each, a "Purchaser InsidersCONTINUING DIRECTOR"); provided, however, that if Merger Sub purchases 85% or more of the Shares in the Offer, the number of Continuing Directors shall be one. If the number of Continuing Directors is reduced to fewer than three for any reason prior to the Effective Time, the remaining and departing Continuing Directors, with the consent of Parent which such consent shall not be unreasonably withheld, shall be entitled to designate a Person or Persons to fill the vacancy and Parent shall take all such actions as are necessary to cause the Person or Persons so designated to be so appointed. Notwithstanding anything in this Agreement to the contrary, the Company 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, (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 Parent's designees to the its Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunder. The Company shall promptly take all actions required pursuant to such this Section 1.3 and Rule 14f-l in order to fulfill its obligations under this Section 1.03 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule in order to fulfill its obligations under this Section 1.03. 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 such Section 14(f) and Rule to the Company14f-1. (c) From and after the election or appointment of Parent's designees pursuant to this Section 1.03 and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or the