Common use of Directors Clause in Contracts

Directors. (a) Promptly upon the purchase of shares of Common Stock pursuant to the Offer, and from time to time thereafter, Purchaser 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 equal to the product of (i) the number of directors on the Board of Directors and (ii) the percentage that the number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage"), and the Company shall, upon request by Purchaser, promptly 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 Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, 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 Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply to Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. (b) Following the election or appointment of Purchaser's designees pursuant to this Section 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 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 Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (a) Promptly Effective upon the purchase fulfillment of the Minimum Condition and upon the acceptance for payment of the shares of Company Common Stock pursuant to the Offer, and from time to time thereafter, Purchaser Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, as will give Purchaser representation on the Board Company’s board of Directors equal to directors that equals the product of (i) the total number of directors on the Board Company’s board of Directors directors (giving effect to the election of any additional directors pursuant to this Section) and (ii) a fraction whose numerator is the percentage that the aggregate number of shares of Company Common Stock purchased then beneficially owned by Merger Sub Parent or Purchaser or any affiliate 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 of Company Common Stock outstanding (the "Percentage")then outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Board of Directors and/or exercise its shall take all commercially reasonable best efforts to secure the resignations of such number of directors as is actions necessary to enable Purchaser's cause Parent’s designees to be elected or appointed to the Board Company’s board of Directors directors, including increasing the number of directors, and shall cause Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board seeking and accepting resignations of Directors will have at least one Continuing Directorincumbent directors. At such time, to the request of Purchaserextent requested by Parent, the Company will also use its reasonable best efforts (i) to cause such individuals designated by Purchaser Parent to constitute the same Percentage number of (i) members, rounded up to the next whole number, on each committee of the BoardCompany’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 (iii) each committee thereof. Notwithstanding the committees provisions of each such 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. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply to Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. (b) Following the election or appointment of Purchaser's designees pursuant to this Section 5.4 and times prior to the Effective Time, the approval of a majority to be individuals who were directors of the Company and were not officers or employees 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 (and such person shall be deemed to be a Continuing Director for all purposes of this Agreement), and if at any time prior to the Effective Time no Continuing Directors then remain, the other directors of the Company then in office shall use their reasonable best efforts to designate two persons to fill such vacancies 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 officers or employees or affiliates of the Company, including its Subsidiaries, Parent or Acquisition Co. or any action by any other director of their respective affiliates and who each meet the requirements for being considered “disinterested” under Section 302A.673 of the Company, MBCA (and such persons shall be required deemed to authorize) any termination be Continuing Directors for all purposes of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the CompanyAgreement).

Directors. (a) Promptly upon The number of directors of the purchase of shares of Common Stock pursuant to the Offer, and from time to time thereafter, Purchaser Surviving Corporation shall be entitled ten, of which six shall be named by EVI and four shall be named by the Company. (b) The directors to designate such number be named by the Company shall be determined within 21 days of directors, rounded up to the next whole number, as will give Purchaser representation on date hereof by the Board of Directors equal of the Company 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 product of (i) the number of directors on date hereof by the Board of Directors and (ii) of EVI from the percentage that the number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage"), and the Company shall, upon request by Purchaser, promptly increase the size of the current Board of Directors and/or exercise its reasonable best efforts to secure the resignations of EVI. One of such number of directors as is necessary to enable Purchaser's designees to shall be elected Bernxxx X. Xxxoc-Dannxx. Xx, prior to the Board of Directors and shall cause Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, the Company will use its reasonable best efforts to cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee Time of the BoardMerger, (ii) the board any of directors of each Subsidiary and (iii) the committees of each such board of directors. The CompanyEVI's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company Surviving Corporation as so selected shall take, at its expense, all action necessary decline or be unable to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) serve as a director of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply Surviving Corporation, the Board of Directors of EVI shall designate another person to Company serve in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1such person's stead. (bd) Following The directors to be named by the election or appointment of Purchaser's designees pursuant to this Section 5.4 and prior to Company shall be from the Effective Time, the approval of a majority of the existing directors of the Company then in office who are not designated by Purchaser (the "Continuing Directors") shall be required to authorize 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. (and such authorization shall constitute e) Subject to the authorization fiduciary duties of the Board of Directors and no other action on the part of the CompanySurviving Corporation, including any action by any other director and the willingness of such persons to serve as directors of the CompanySurviving Corporation, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any Directors of the obligations or other acts Surviving Corporation shall submit as nominees for election to the Board of Purchaser or Merger Sub, and any waiver of compliance with any Directors of the agreements or conditions contained herein for Surviving Corporation at the benefit Annual Meeting of Stockholders of the CompanySurviving Corporation to be held in 1999 and 2000 the initial directors of the Surviving Corporation as provided for herein.

Directors. (a) Promptly Subject to compliance with applicable law, promptly upon the purchase of shares of Common Stock payment by the Purchaser for Shares pursuant to the OfferOffer representing at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafterthereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Purchaser 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 and of the Company (iidetermined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of shares of Common Stock purchased Shares beneficially owned by Merger Sub Parent or Purchaser or any affiliate its affiliates bears to the total number of shares of Common Stock outstanding (the "Percentage")Shares then outstanding, and the Company shall, upon request by Purchaserof Parent, promptly 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 take all actions necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause PurchaserParent's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that until prior to the Effective TimeTime (as defined in Section 2.02), the Board of Directors will shall always have at least one Continuing Director. At the request of Purchasermember who is neither an officer, the Company will use its reasonable best efforts to cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee director or designee of the Board, Parent (ii"Purchaser Insiders"). (b) the board of directors of each Subsidiary and (iii) 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 ActAct and Rule 14f-1 thereunder. The Company shall take, at promptly take all actions required pursuant to such Section and Rule in order to fulfill its expense, all action necessary to effect any such election, obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to the information Company and its officers and directors as is required by under such Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderin order to fulfill its obligations under this Section 1.03. Purchaser Parent will supply to Company in writing and be solely responsible for any information with respect to itself and its nomineesofficers, directors and affiliates required by such Section 14(f) and Rule 14f-1to the Company. (bc) Following From and after the election or appointment of PurchaserParent's designees pursuant to this Section 5.4 1.03 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 action by any other director of the Company, shall be required to authorize) any amendment or termination of this Agreement by the Company, any amendment of this Agreement requiring action extension by the Board Company of Directors, any extension of the time for the performance of any of the obligations or other acts of Purchaser Parent or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.the

Directors. (a) Promptly Subject to compliance with applicable Law, effective immediately upon the purchase of shares of Common Stock payment by Purchaser for Shares pursuant to the Offer, and from time to time thereafter, Purchaser 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 (determined after giving effect to the directors designated pursuant to this sentence) and (ii) a fraction whose (x) numerator is the percentage that the aggregate number of shares of Common Stock purchased Shares then beneficially owned by Merger Sub or Parent and Purchaser or any affiliate bears to and (y) denominator is the total number of shares of Common Stock outstanding (the "Percentage")Shares then outstanding, and the Company shall, upon the request by Purchaserof Parent, promptly increase the size of the Board of Directors and/or exercise use its reasonable best efforts to secure the resignations of such number of directors as is necessary to enable Purchasercause Parent's designees to be elected to or appointed, including, if necessary, increasing the Board number of Directors directors and shall cause Purchaser's designees to be so electedseeking the resignations of one or more existing directors; provided, however, that until that, prior to the Effective Time, the Board of Directors will have of the Company shall always have, subject to the following sentence, at least one Continuing Director. At the request two (2) directors who were directors of Purchaser, the Company will use its reasonable best efforts as of the date hereof, one of whom shall be Xxxxxx Xxxxxxx ("Continuing 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 designated by Purchaser shall be deemed to constitute the same Percentage of be Continuing Directors for all purposes under this Agreement. (ib) each committee of the Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations obligation to appoint Xxxxxx's designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at include its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated 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. Purchaser will supply to The Company shall promptly take all actions, and shall include in writing and be solely responsible for any the Schedule 14D-9 such information with respect to itself the Company and its nomineesofficers and directors as is required under such Section and such Rule, in order to fulfill its obligations under this Section 1.03 so long as Parent shall have provided to the Company, on a timely basis, the information with respect to Parent and its designees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1such Rule. (bc) Following the any election or appointment of PurchaserXxxxxx's designees pursuant to this Section 5.4 1.03 and prior to the Effective Time, the approval of a majority of the directors Continuing Directors or, if there shall only be one (1), of the Company then in office who are not designated by Purchaser (the "Continuing Directors") 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 by any other director 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 this Agreement requiring action the Company's Certificate of Incorporation or By-laws, (iii) any extension by the Board Company of Directors, any extension of the time for the performance of any of the obligations or other acts of Purchaser Parent or Merger SubPurchaser, and (iv) any exercise or waiver of compliance with any of the agreements Company's rights or conditions contained herein for the benefit of 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) Promptly Section 1.3.1 Subject to compliance with applicable law, promptly upon the purchase of shares of Common Stock payment by the Purchaser for Shares pursuant to the OfferOffer representing at least such number of Shares as shall satisfy the Minimum Condition, and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company Board of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors and (iidetermined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of shares of Common Stock purchased Shares beneficially owned by Merger Sub or Purchaser Parent or any affiliate of its affiliates bears to the total number of shares of Common Stock Shares then outstanding (including, in each case, any outstanding securities of the "Percentage"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 by Purchaserof Parent, promptly 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 take all actions necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause Purchaser's Parent’s designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that until prior to the Effective Time, the Company Board of Directors will shall always have at least one two Continuing Director. At the request of Purchaser, 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 Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. Directors. Section 1.3.2 The Company's ’s obligations to appoint Parent’s designees to the Company Board of Directors shall be subject to Section 14(f) of the Exchange ActAct and Rule 14f-1 thereunder. The Company shall take, at promptly take all actions required pursuant to such Section and Rule in order to fulfill its expense, all action necessary to effect any such election, obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the information Company and its officers and directors as is required by under such Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderin order to fulfill its obligations under this Section 1.3. Purchaser Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nomineesitself, the Purchaser, their respective officers, directors and affiliates and proposed designees to the Company Board required by such Section 14(f) and Rule 14f-1Rule, and the Company shall include such information in the Schedule 14D-9. (b) Section 1.3.3 Following the election or appointment of Purchaser's Parent’s designees to the Company Board pursuant to this Section 5.4 1.3 and prior to the Effective Time, the approval 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 directors 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 then in office who are not designated by Purchaser (Board. For the "Continuing Directors") purposes of this Section 1.3.3, an “Adverse Matter” 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 mean 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 amendment of this Agreement requiring action extension by the Board Company of Directors, any extension of the time for the performance of any of the obligations or other acts of Parent or the Purchaser hereunder, or Merger Sub, and any waiver of compliance with any condition to the Company’s obligations hereunder or any of the agreements Company’s rights hereunder, if such amendment, termination, extension or conditions contained herein for waiver would be reasonably likely to have an adverse effect on the benefit stockholders of the CompanyCompany 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) Promptly Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly upon the purchase of shares of Common Stock by Purchaser pursuant to the OfferOffer of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter, Purchaser 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 will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors pursuant to this section) and (ii) the percentage that the such number of shares of Common Stock Shares beneficially owned by Parent and/or Purchaser (including Shares accepted for payment) so purchased by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage"), and the Shares outstanding. The Company shall, upon request by Purchaser, promptly increase take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing the size of the Board of Directors and/or exercise its reasonable best efforts to secure of the Company or securing the resignations of such number of directors as is necessary to enable Purchaser's designees to be elected to provide Purchaser with such level of representation, or both; PROVIDED, HOWEVER, that the Board of Directors and of the Company shall cause Purchaser's designees continue to be so elected; provided, however, that include no fewer than two Continuing Directors (as defined below) until the Effective Time, 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 of Directors will have at least one Continuing Directorof 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 compliance with Section 14(f) of the Exchange Act. At the request of Purchaser, 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 Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject promptly take all actions required pursuant to Section 14(f) of and Rule 14f-1 under the Exchange Act. The Company shall take, at Act in order to fulfill its expense, all action necessary to effect any such election, obligations under this Section 1.04 and shall include in the Schedule 14D-9 the or otherwise timely mail to its shareholders all necessary information required by Section 14(f) of the Exchange Act to comply therewith. Parent and Rule 14f-1 promulgated thereunder. Purchaser will supply to Company in writing the Company, and be solely responsible for any for, all information with respect to itself themselves and its nomineestheir respective officers, directors and affiliates required by such Section 14(f) and Rule 14f-1Rule. (b) Following the election or appointment of Purchaser's designees pursuant to this Section 5.4 1.04(a) 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") and so long as there shall be required to authorize at least one Continuing Director (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 termination of this Agreement by the Companyas defined below), any amendment or termination of this Agreement requiring action by the Board of DirectorsCompany, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser or Merger Sub, under this Agreement and any exercise or waiver of compliance with any of the agreements Company's rights or conditions contained herein for remedies under this Agreement will require the benefit affirmative vote of a majority of the Companydirectors 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) Promptly Subject to applicable Law, promptly upon the purchase of shares of Common Stock pursuant and subject to the Offer, and from time to time thereafterOffer Closing, Purchaser shall be entitled to designate such number of directors, rounded up nominate two directors to the next whole number, as will give Purchaser representation on the Board of Directors equal as constituted after the Offer Closing (the “Post-Offer Board”) (the “Purchaser Designees”), and the Company shall use its reasonable best efforts to cause the Purchaser Designees to be so appointed. In connection with the foregoing, as a condition to and in connection with the Offer Closing, the Company shall obtain and deliver, at the Offer Closing, resignations of Xxxxxxxxx Xxxxx and Xxxxx X. Xxxxxxxx (in their respective capacities as directors), such resignations to be effective as of or immediately after the Offer Closing (the “Director Resignations”), and take such actions as are reasonably necessary to enable Purchaser Designees to be appointed to the product Post-Offer Board to fill the vacancies created by the Director Resignations as provided above; provided, however, that following the Offer Closing until the later of the next election of directors and June 14, 2023, (i) the number of directors on of the Post-Offer Board of Directors shall be four; and (ii) the percentage that the number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage"), and the Company shall, upon request by Purchaser, promptly increase the size of the Post-Offer 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 Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At two directors who are or who were existing directors on the request date of Purchaser, this Agreement (the Company will use its reasonable best efforts to cause such individuals designated by Purchaser to constitute the same Percentage of “Existing Directors”). (ib) each committee of the Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's ’s obligations to appoint designees to the Post-Offer Board of Directors shall be subject to Section 14(f) of the Exchange ActAct and Rule 14f-l promulgated thereunder. The Company shall take, at promptly use its expense, reasonable best efforts to take all action necessary actions required pursuant to effect any such election, Section 14(f) and Rule 14f-l in order to fulfill its obligations under this Section 5.8 and shall include in the Schedule 14D-9 such information with respect to the information Company and its officers and directors as is required by under Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder14f-l to fulfill its obligations under this Section 5.8. Purchaser 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 Section 14(f) and Rule 14f-1. (bc) Following the election or appointment of Purchaser's designees pursuant to this Section 5.4 and prior to the Effective Time, the approval of a majority The compensation of the directors on the Post-Offer Board will consist of an annual cash retainer in the amount of $20,000. (d) The obligations of the Company then under this Section 5.8 shall survive the consummation of the Transactions and shall not be terminated or modified in office who are not designated by Purchaser such a manner as to adversely affect any Indemnified Party to whom this Section 5.8 applies without the consent of such affected Indemnified Party (it being expressly agreed that the "Continuing Directors") Indemnified Parties to whom this Section 5.8 applies 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 action by any other director of the Company, shall be required to authorize) any termination third party beneficiaries of this Agreement by Section 5.8, each of whom may enforce the Company, any amendment provisions of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the CompanySection 5.8).

Directors. (a) Promptly upon the purchase of shares of Common Stock and payment for any Shares by Purchaser pursuant to the Offer, Amended Offer which represent at least a majority of the Shares (on a fully diluted basis) and from time to time thereafter, Praxair and Purchaser 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, as will give Purchaser representation on the Board of Directors equal to the product of (ix) the total number of directors on the Board of Directors and multiplied by (iiy) the percentage that of the number of shares of Common Stock purchased outstanding Shares beneficially owned by Merger Sub or Purchaser or its affiliates; provided, that, any affiliate bears action to be taken prior to the number Effective Time (as defined in Section 2.3 hereof) by the Board with respect to this Agreement shall be approved by a majority of shares those directors of Common Stock outstanding the Company who have not been designated by Praxair or Purchaser. Notwithstanding the foregoing, 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 of their respective affiliates), nor designees of Purchaser (or any of its affiliates), nor shareholders or affiliates of Purchaser (or any respective affiliate) (the "PercentageDisinterested Directors"), and the . 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 Directors and/or exercise its reasonable best efforts Incorporation (the "Company Charter") and, to the extent required to comply with this Section 1.3, secure the resignations of such number of directors as is necessary to enable PurchaserPraxair's designees to be elected to the Board of Directors and shall cause PurchaserPraxair's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, 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 Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply to Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. (b) Following the election or appointment of Purchaser's designees pursuant to this Section 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 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 Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (a) Promptly upon Upon the purchase of shares of Common Stock pursuant to the consummation of the Offer, and from time to time thereafter, Purchaser 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 equal to the product of (i) the number of authorized directors on the Board of Directors (giving effect to the directors elected pursuant to this Section 1.4) and (ii) the percentage that the ----------- number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate thereof bears to the aggregate number of shares of Common Stock outstanding (the "Percentage"), and the Company shall, upon the election and ---------- request by Purchaser, promptly 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 Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, 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 Board, (ii) the board of directors of each Subsidiary (as defined in Section 11.8) of the Company and (iii) the ------------ committees of each such board of directors. The Company's obligations to seek to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, promptly take all appropriate action necessary to effect any such electionelection and shall, and shall subject to the next succeeding sentence, include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1.. Notwithstanding the foregoing, the parties hereto shall use their respective reasonable efforts to ensure that at least three of the members of the Board of Directors shall at all times prior to the Effective Time be Continuing Directors (as defined in Section 1.4(b)). -------------- (b) Following the election or appointment of Purchaser's designees pursuant to this Section 5.4 1.4 and prior to the Effective TimeTime (as defined in Section 2.3), ----------- ----------- 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 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 Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (a) Promptly upon the purchase of shares and payment for any Shares by Parent or any of Common Stock pursuant to its subsidiaries which represents at least a majority of the Offeroutstanding Shares (on a fully diluted basis, and from time to time thereafteras defined in Section 1.1(a)), Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company Board of Directors as is equal to the product of (i) the total number of directors on such Company Board (giving effect to the Board of Directors and (iidirectors designated by Parent pursuant to this sentence) multiplied by the percentage that the number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate Shares so accepted for payment bears to the total number of shares of Common Stock outstanding (the "Percentage")Shares then outstanding. In furtherance thereof, and the Company shall, upon request by of the Purchaser, use its best reasonable efforts promptly either to increase the size of the Company Board of Directors and/or exercise its reasonable best efforts to or secure the resignations of such number of directors its incumbent directors, or both, as is necessary to enable PurchaserParent's designees to be so elected to the Board of Directors Company Board, and shall take all actions available to the Company to cause PurchaserParent's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchasersuch time, the Company will use its reasonable best efforts to shall, if requested by Parent, also cause such individuals persons designated by Purchaser Parent to constitute at least the same Percentage percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) the each board of directors (or similar body) of each Subsidiary (as defined in Section 3.1) of the Company and (iii) the committees each committee (or similar body) of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(fboard. (b) of the Exchange Act. The Company shall take, at its expense, promptly take all action necessary actions required pursuant to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to stockholders together with Schedule 14D-9 the information required by such Section 14(f) and Rule 14f-1 promulgated thereunderas is necessary to enable Parent's designees to be elected to the Company Board. Parent or the Purchaser will supply to the 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 1.3 are in addition to and shall not limit any rights which the 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 election of directors or otherwise. (bc) Following In the election or appointment of Purchaserevent that Parent's designees are elected to the Company Board, until the Effective Time (as defined below), the Company Board shall have at least two directors who are directors on the date hereof (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 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 Parent or the Purchaser 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 Parent's designees are elected to the Company Board, after the acceptance for payment of Shares pursuant to this Section 5.4 the Offer and prior to the Effective Time, the approval affirmative vote of a majority of the directors of the Company then in office who are not designated by Purchaser (the "Continuing Directors") Independent Directors shall be required to authorize (and such authorization shall constitute the authorization of the Board of Directors and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorizea) any termination of amend or terminate this Agreement by the Company, (b) exercise or waive any amendment of this Agreement requiring the Company's rights, benefits or remedies hereunder, or (c) take any other action by the Company Board of Directors, any extension of time for the performance of any of the obligations under or other acts of Purchaser or Merger Sub, and any waiver of compliance in connection with any of the agreements or conditions contained herein for the benefit of the Companythis Agreement.

Directors. (a) Promptly upon the purchase of acceptance for payment of, and payment --------- for, any shares of the Company Common Stock by Sub pursuant to the Offer, and from time to time thereafterprovided that the Minimum Tender Condition has been satisfied, Purchaser 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 will give Purchaser representation on the Board of Directors equal to the product of (i) the number of directors on the Board of Directors and (ii) the percentage that of Shares acquired in connection with the number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage"), and the Offer. The Company shall, upon request by PurchaserSub's request, promptly 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 PurchaserSub's designees to be elected to the Board of Directors and shall cause PurchaserSub's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of PurchaserSubject to applicable law, 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 Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, take all action requested by Parent necessary to effect any such election, and shall include in including mailing to its stockholders the Schedule 14D-9 Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply , and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in writing and be solely responsible for any information the Information Statement with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. (b) Sub's designees). Following the election or appointment of PurchaserSub's designees pursuant to this Section 5.4 6.7, 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 action by any other director of the Company, shall be required to authorize) any amendment or termination of this Agreement by the CompanyAgreement, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any or waiver of the obligations or other acts of Purchaser Parent or Merger Sub, and any Sub or waiver of compliance with any of the agreements or conditions contained herein for the benefit 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) Promptly upon the purchase of shares of Common Stock and payment for any Shares by Parent or Purchaser pursuant to the Offer, and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company Board of Directors as is equal to the product of (ix) the total number of directors on the Company Board (giving effect to the election of Directors the directors designated by Parent pursuant to this sentence) and (iiy) the percentage that the number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate Shares so accepted for payment bears to the total number of shares of Common Stock outstanding (the "Percentage")Shares then outstanding. In furtherance thereof, and the Company shall, upon request by Purchaserof Parent, use its reasonable best efforts promptly either to increase the size of the Company Board of Directors and/or exercise its reasonable best efforts or to secure the resignations of such number of directors its incumbent directors, or both, as is necessary to enable PurchaserParent's designees to be so elected to the Board of Directors Company Board, and shall take all actions available to the Company to cause PurchaserParent's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchasersuch time, the Company will use its reasonable best efforts to shall also cause such individuals persons designated by Purchaser Parent to constitute the same Percentage of (i) have appropriate representation on each committee of the Company Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, promptly take all action necessary actions required pursuant to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder 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). Purchaser will Parent shall supply to the Company in writing writing, and be solely responsible for for, any information with respect to itself and its nominees, officers, directors and affiliates required by the aforementioned Section 14(f) and Rule 14f-1. (b) Following . In the election or appointment of Purchaserevent 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 5.4 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 approval affirmative vote of a majority of the directors 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, (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 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 stockholders of the Company then in office who are not designated by (other than Parent, Purchaser and their affiliates (other than the "Continuing Directors") shall be required Company and its Subsidiaries)), with respect 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 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 Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the CompanyTransactions.

Directors. (a) Promptly upon the purchase of shares of Common Stock Shares by Sub pursuant to the Offer, and from time to time thereafter, Purchaser shall (i) Parent will be entitled to designate such number of directorsdirectors ("Parent's Designees"), rounded up to the next whole number, number as will give Purchaser Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors equal to the product of (iA) the number of directors on the Company Board (giving effect to any increase in the number of Directors directors pursuant to this Section 1.04) and (B) the percentage that such number of Shares so purchased bears to the aggregate number of Shares outstanding (such number being, the "Board Percentage"), provided, however, that if the number of Shares purchased pursuant to the Offer equals or exceeds 49.9% of the outstanding Shares, the Board Percentage will in all events be at least a majority of the members of the Company Board, and (ii) the percentage that the number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage"), and the Company shallwill, upon request by PurchaserParent, promptly increase satisfy the Board Percentage by (A) increasing the size of the Company Board of Directors and/or exercise its or (B) using reasonable best efforts to secure the resignations of such number of directors as is necessary to enable PurchaserParent's designees Designees to be elected to the Company Board of Directors and shall will use its best efforts to cause PurchaserParent's designees Designees promptly to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, the Company will use its reasonable best efforts subject in all instances to cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser At the request of Parent, the Company will take all lawful action necessary to effect any such election. Parent will supply to the Company in writing and be solely responsible for any information with respect to itself itself, the Parent's Designees and its nomineesParent's officers, directors and affiliates required by Section 14(f) of the Exchange and Rule 14f-114f-1 promulgated thereunder to be included in the Schedule 14D-9. Notwithstanding the foregoing, at all times prior to the Effective Time, the Company Board will include at least two Continuing Directors. (b) Following Notwithstanding any other provision hereof, of the articles of incorporation or bylaws of the Company or of applicable Law to the contrary, following the election or appointment of PurchaserParent's designees Designees pursuant to this Section 5.4 1.04 and prior to the Effective Time, any amendment or termination of this Agreement by the approval Company, extension by the Company for the performance or waiver of the obligations or other acts of Parent or Sub hereunder or waiver by the Company 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 designated by Purchaser directors on the date hereof and who voted to approve this Agreement (such directors, the "Continuing Directors"). (c) shall be required to authorize (and such authorization shall constitute the authorization Notwithstanding any other provision hereof, of the Board articles of Directors incorporation or bylaws of Parent and no other action Sub or of applicable Law to the contrary, on or after the part of the Companydate hereof, including any action by any other director of the Company, shall be required to authorize) any amendment or termination of this Agreement by the CompanyParent or Sub, any amendment of this Agreement requiring action extension by the Board of Directors, any extension of time Parent or Sub for the performance of any or waiver of the obligations or other acts of Purchaser the Company hereunder or Merger Subwaiver by Parent or Sub of the rights of Parent or Sub hereunder will be taken by a majority of the members of the Board of Directors of Parent (the "Parent Board") who are not employed by the Company or any Subsidiary of the Company on the date hereof (such directors being on the date hereof Messrs. Xxxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxx, Xx., and Xxxxxx X. Xxxxxx) (the "Unaffiliated Directors") or any waiver of compliance successor thereto elected to the Parent Board with any the prior approval of the agreements or conditions contained herein for the benefit of the CompanyUnaffiliated Directors.

Directors. (a) Promptly upon the purchase of shares of Common Stock by Purchaser pursuant to the OfferOffer of such number of Shares as satisfy at least the Minimum Tender Condition, and from time to time thereafter, Purchaser shall will be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board as will give Purchaser representation on the Company Board of Directors equal to the product of (i) the total number of directors on the Company Board (after giving effect to any increase in the number of Directors directors pursuant to this Section 1.4) and (ii) the percentage that the such number of shares of Common Stock Shares so purchased by Merger Sub or Purchaser or any affiliate bears to the total number of shares of Common Stock then-outstanding (the "Percentage")Shares on a fully-diluted basis, and the Company shallwill, upon request by Purchaser, promptly increase the size of the Company Board of Directors and/or exercise its or use commercially reasonable best efforts to secure seek the resignations of such number of directors as is necessary to enable Purchaser's designees provide Purchaser with such level of representation and will use commercially reasonable efforts to be elected to the Board of Directors and shall cause Purchaser's ’s designees to be so elected; provided, however, that until elected or appointed. Subject to the Effective Time, the Board applicable requirements of Directors will have at least one Continuing Director. At the request of PurchaserNasdaq, the Company will also use its commercially reasonable best efforts to cause such individuals designated by Purchaser to constitute the same Percentage percentage of (i) each committee of the Board, (ii) Company Board as the board percentage of directors of each Subsidiary and (iii) the committees of each such board of directorsentire Company Board represented by individuals designated by Purchaser. The Company's ’s obligations to appoint designees to the Company Board of Directors shall will be subject to Section 14(f) of the Exchange Act. The At the request of Purchaser, the Company shall take, at its expense, all action necessary will file with the SEC and mail to effect any such election, and shall include in the Schedule 14D-9 holders of Shares the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent and Purchaser will supply to the Company in writing and be solely responsible for any all information with respect to itself themselves and its nomineestheir respective officers, directors and affiliates Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-114f-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) Following the election or appointment of Purchaser's ’s designees pursuant to this Section 5.4 1.4(a) 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 action by the Company with respect to any other director amendment, supplement, modification, or waiver of the Companyany term of this Agreement, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser or Merger Subunder this Agreement, and any waiver of compliance with any of the agreements or conditions contained herein 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) Promptly Effective upon the purchase of shares of Common Stock pursuant to the Offer, Offer Closing and from time to time thereafter, Purchaser subject to applicable Law and any listing agreement with or rules of Nasdaq, Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company Board of Directors equal to that equals the product of (i) the total number of directors on the Company Board (after giving effect to the election of Directors any additional directors pursuant to this Section 1.3) and (ii) the percentage that the number of shares of Common Stock purchased Shares beneficially owned by Merger Sub or Parent and/or Purchaser or any affiliate (including Shares accepted for payment) bears to the total number of shares of Common Stock outstanding (the "Percentage")Shares outstanding, and the Company shall, upon request by Purchaser, promptly 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 shall cause Parent’s designees to be elected or appointed to such classes of the Company Board so as to be as evenly distributed as possible among the three classes of the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors; provided that at all times prior to the Effective Time there shall be at least two directors on the Company Board of Directors and shall cause Purchaser's designees to be so elected; provided, however, that until the Effective Timenot designated by Parent. As used in this Agreement, the Board of Directors will term “beneficial ownership” (and its correlative terms) shall have at least one Continuing Directorthe meaning assigned to such term in Rule 13d-3 under the Exchange Act. At the request of Purchasersuch time, the Company will use its reasonable best efforts to shall also cause such individuals designated by Purchaser Parent to constitute the same Percentage number of (i) directors, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Company Board, . (iib) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's ’s obligations to appoint Parent’s designees to the Company Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will The Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-114f-1 and the Company’s obligations under Section 1.3(a) shall be subject to the receipt of such information. (bc) Following the election or appointment of Purchaser's Parent’s designees pursuant to this Section 5.4 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 are were not designated by Purchaser (the "Continuing Directors") Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board of Directors and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of DirectorsCompany, any extension of time for the performance of any of the obligations obligation or other acts of Purchaser action hereunder by Parent or Merger SubPurchaser, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other 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 Purchaser).

Directors. (a) Promptly Effective upon the purchase of shares of Common Stock acceptance for payment pursuant to the OfferOffer of a number of Shares that satisfies the Minimum Condition, and from time to time thereafter, Purchaser Parent shall be entitled to designate such that number of directorsdirectors on the Board, rounded up to the next nearest whole number, as will give Purchaser representation on the Board of Directors 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 Board is increased pursuant to this Section 2.3(a) 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 number of shares of Common Stock purchased Shares beneficially owned in the aggregate by Parent and Merger Sub or Purchaser or any affiliate bears to the total number of shares of Common Stock outstanding (the "Percentage")Shares outstanding, and the Company shallCompany, upon request by Purchaserat such time, promptly 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 shall take all action necessary to enable Purchasercause Parent's designees to be elected or appointed to the Board Board, including, without limitation, increasing the number of Directors directors, and shall cause Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board seeking and accepting resignations of Directors will have at least one Continuing Directorincumbent directors. At the request of Purchasersuch time, the Company also will use its reasonable best efforts to cause such individuals designated by Purchaser Parent to constitute the same Percentage number of members, rounded up to the nearest whole number, on (i) each committee of the Board, 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 (iii2) members of the committees Board as of each such board the date hereof who are not employees of directors. the Company (the "Continuing Directors") shall remain members of the Board until the Effective Time. (b) The Company's obligations to appoint Parent's designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will The Company, at its sole expense, shall take promptly all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) or the Exchange Act and Rule 14f-1 promulgated thereunder require in order to fulfill its obligations under this Section 2.3. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-114f-1 promulgated thereunder. (bc) Following the election or appointment of PurchaserParent's designees pursuant to this Section 5.4 2.3(a) and prior to until 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") 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 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 Board of DirectorsBoard, any extension of time for the performance of any of the obligations obligation or other acts of Purchaser action hereunder by Parent or Merger Sub, Sub and any waiver of compliance with any of the agreements or 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 Note.

Directors. (a) Promptly upon after (i) the purchase of shares and payment --------- for any Shares by Purchaser or any of Common Stock its affiliates pursuant to the OfferOffer 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 Exchange Act and Rule 14f-1 promulgated thereunder, and from time to time thereafterwhichever shall occur later, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company's Board of Directors as is equal to the product of (i) the total number of directors on such Board (after giving effect to any increase in the size of such Board of Directors and (iipursuant to this Section 1.4) multiplied by the percentage that the number of shares of Common Stock purchased Shares beneficially owned by Merger Sub or Purchaser or any affiliate at such time (including Shares so accepted for payment) bears to the total number of shares of Common Stock outstanding (the "Percentage")Shares then outstanding. In furtherance thereof, and the Company shall, upon request by Purchaserof Parent, use its best efforts promptly either to increase the size of the its Board of Directors and/or exercise its reasonable best efforts or to secure the resignations of such number of directors its incumbent directors, or both, as is necessary to enable Purchaser's such designees to be elected to the Board of Directors and shall cause Purchaser's designees Parent to be so elected; provided, however, that until the Effective Time, the elected or appointed to Company's Board of Directors will have at least one Continuing Director. At the request of PurchaserDirectors, the and Company will use its reasonable best efforts shall take all actions available to Company to cause such individuals designated by Purchaser designees of Parent to constitute the same Percentage of be so elected or appointed. At such time, Company shall, if requested by (ib) each committee of the Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, promptly take all action necessary actions required pursuant to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder in order to fulfill its obligations under Section 1.4(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (or including such information in the Schedule 14D-9 initially filed with the SEC and distributed to the stockholders of Company) as is necessary to enable 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 election of directors or otherwise. (bc) Following Notwithstanding the election 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 appointment if no Continuing Directors then remain, the other directors of PurchaserCompany 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 time, if any, that Parent's designees pursuant to this Section 5.4 constitute a majority of Company's Board of Directors and prior to the Effective Time, the approval any amendment or modification of a majority this Agreement, any amendment to Company's Certificate 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 CompanyIncorporation or By-Laws inconsistent with this Agreement, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any of the obligations of Parent or other acts of Purchaser or Merger Subhereunder, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the condition to Company.'s obligations

Directors. (a) Promptly upon the purchase of acceptance for payment of, and payment by Merger Sub for, shares of Company Common Stock pursuant to the Offer, and from time to time thereafter, Purchaser the parties hereto shall be entitled to 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 Section 14(f) of the Exchange Act, representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, as will give Purchaser representation on the Board of Directors equal to which is the product of (ia) the total number of directors on the Company Board of Directors and (iigiving effect to the directors elected pursuant to this sentence) multiplied by (b) the percentage that (i) such number of shares of Company Common Stock so accepted for payment and paid for by Merger Sub plus the number of shares of Company Common Stock purchased otherwise owned by Parent, Merger Sub or Purchaser or any affiliate other subsidiary of Parent bears to (ii) the number of such shares of Common Stock outstanding (the "Percentage"), and the Company shall, upon request by Purchaser, promptly 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 Purchaser's designees to be so electedoutstanding; 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 Acceptance Date, the parties hereto shall use best efforts such that a majority of the members of the Board of Directors of the Company at the time of the execution of this Agreement shall be entitled to designate two (2) individuals to fill such vacancies who shall not be employees of or otherwise affiliated with the Company, Parent or Merger Sub, and such individuals shall be deemed Independent Directors for purposes of this Agreement. Following the election or appointment of Parent’s designees to the Company Board of Directors pursuant to this Section 5.15, and 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, (b) any amendment to the Certificate 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 action adversely affecting the rights of the Company Common Stockholders (other than Parent or Merger Sub), and (e) any other consent of the Company or the Company Board of Directors will have at least one Continuing Directorwith respect to this Agreement, the Offer or the Merger or any other transaction contemplated thereby or in connection therewith. At To the request fullest extent permitted by law, the authorization of Purchaserany 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 will use its reasonable best efforts to cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, take all action requested by Parent necessary to effect any such election, and shall include in including mailing to its stockholders the Schedule 14D-9 Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply , 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 writing and be solely responsible for any information the Information Statement with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. (b) Following Merger Sub’s designees). In connection with the election or appointment of Purchaser's designees pursuant to this Section 5.4 and prior to the Effective Timeforegoing, the approval Company shall promptly, at the option of a majority of Merger Sub, either increase the directors size of the Company then in office who are not designated by Purchaser (Board or obtain the "Continuing Directors") shall resignation of such number of its current directors as is necessary to enable Merger Sub’s designees to be required elected or appointed to authorize (and such authorization shall constitute the authorization of the Company Board of Directors and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Companyas provided above.

Directors. (a) Promptly upon the purchase acquisition by Newco of such number of shares constituting a majority of Company Common Stock pursuant to the Offer, and from time to time thereafter, Purchaser Parent shall be entitled to designate such number a majority of directors, rounded up to the next whole number, as will give Purchaser representation on the members of Company's Board of Directors equal Directors, subject to compliance with Section 14(f) of the product of (i) the number of directors on the Board of Directors and (ii) the percentage that the number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage"), and the Exchange Act. Company shall, upon request by PurchaserParent, promptly increase the size of the Board of Directors Directors, to the extent permitted by its Certificate of Incorporation, and/or exercise its reasonable best efforts to secure the resignations of such number of directors as is necessary to enable PurchaserParent's designees to be so elected to the Board of Directors and shall cause PurchaserParent's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, 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 Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its sole expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply thereunder in form and substance reasonably satisfactory to Parent and its counsel, provided that Newco shall have furnished to Company all information required to be included in writing and be solely responsible for any information the Schedule 14(f)-1 Information Statement (the "Schedule 14f-1") with respect to itself Parent's designees on the board. In the event that a Continuing Director (as defined in Section 1.03(b)) resigns from Company's Board of Directors, Parent, Newco and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1Company shall permit the remaining Continuing Director to appoint his successor in his reasonable discretion. (b) Following the election or appointment of PurchaserParent's designees pursuant to this Section 5.4 1.03 and prior to the Effective TimeTime (as defined in Section 2.03), 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 action by any other director of the Company, shall be required to authorize) any amendment or termination of this Agreement by the CompanyAgreement, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any or waiver of the obligations or other acts of Purchaser Parent or Merger Sub, and any Newco or waiver of compliance with any of Company's rights hereunder, shall require the agreements concurrence of a majority of Company's directors (or conditions contained herein for the benefit concurrence of the Companydirector, if there is only one remaining) then in office who are directors on the date hereof (a "Continuing Director"), or are directors (other than directors designated by Parent in accordance with this Section 1.03) designated by such persons to fill any vacancy.

Directors. (a) Promptly Subject to compliance with applicable law, promptly upon the purchase of shares of Common Stock payment by the Purchaser for Shares pursuant to the OfferOffer representing at least such number of Shares as shall satisfy the Minimum Condition, and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company Board of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors and (iidetermined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of shares of Common Stock purchased Shares beneficially owned by Merger Sub Parent or Purchaser or any affiliate its affiliates bears to the total number of shares of Common Stock Shares then outstanding (the "Percentage")on a fully diluted basis, and the Company shall, upon request by Purchaserof Parent, promptly 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 take all actions necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause PurchaserParent's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that until prior to the Effective Time (as hereinafter defined), the Company Board shall always have at least two members who are neither officers, directors or designees of the Purchaser or any of its affiliates ("Purchaser Insiders"). If the number of directors who are not Purchaser Insiders is reduced below two prior to the Effective Time, the Board 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 Directors will have at least one Continuing Director. At the request of Purchaser, the Company will use its reasonable best efforts to cause such individuals designated by Purchaser to constitute the same Percentage of this Agreement. (ib) each committee of the Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint Parent's designees to the Company Board of Directors shall be subject to Section 14(f) of the Exchange ActAct and Rule 14f-1 thereunder. The Company shall take, at take all actions required pursuant to such Section and Rule in order to fulfill its expense, all action necessary to effect any such election, obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the information Company and its officers and directors as is required by under such Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderin order to fulfill its obligations under this Section 1.3. Purchaser Parent will supply to Company in writing and be solely responsible for a timely manner any information with respect to itself and its nomineesofficers, directors and affiliates required by such Section 14(f) and Rule 14f-1to the Company. (bc) Following the election or appointment of PurchaserParent's designees pursuant to this Section 5.4 1.3 and prior to the Effective Time, any amendment or termination of this Agreement by the approval Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or the Purchaser or waiver of any of the Company's rights hereunder, will require the concurrence of a majority of the directors of the Company then in office who are not designated by Purchaser Insiders (or, in the "Continuing Directors") shall be required to authorize (and such authorization shall constitute case where there are two or fewer directors who are not Purchaser Insiders, the authorization concurrence of the Board of Directors and no other action on the part of the Company, including any action by any other one 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 Board of Directors, any extension of time for the performance of any of the obligations or other acts of who is not a Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the CompanyInsider).

Directors. (a) Promptly Effective upon the purchase of shares of Common Stock pursuant to the Offer, Offer Closing and from time to time thereafter, Purchaser Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company Board of Directors equal to that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of Directors any additional directors pursuant to this Section 1.03) and (ii) the percentage that the number of shares of Company Common Stock purchased beneficially owned by Parent and/or Merger Sub or Purchaser or any affiliate (including shares accepted for payment) bears to the total number of shares of Company Common Stock outstanding (the "Percentage")outstanding, and the Company shall, upon request by Purchaser, promptly 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 Purchasershall cause Parent's designees to be elected or appointed to the Board Company Board, including by increasing the number of Directors directors and shall cause Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board seeking and accepting resignations of Directors will have at least one Continuing Directorincumbent directors. At the request of Purchasersuch time, the Company will use its reasonable best efforts to shall also cause such individuals designated by Purchaser Parent to constitute the same Percentage number of (i) members, rounded up to the next whole number, on each committee of the Company Board, . (iib) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint Parent's designees to the Company Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will The Company shall promptly take all actions necessary to effect the appointment of Parent's designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.03(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-114f-1 and the Company's obligations under Section 1.03(a) hereof shall be subject to the receipt of such information. (bc) Following the election or appointment of PurchaserParent's designees pursuant to this Section 5.4 1.03(a) and prior to until the Effective TimeTime (as defined in Section 2.03 hereof), the approval of a majority of 26995100v.1 the directors of the Company then in office who are were not designated by Purchaser (the "Continuing Directors") Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company 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) (i) any termination of this Agreement by the Company, (ii) any amendment of this Agreement requiring action by the Board of DirectorsCompany Board, (iii) any extension of time for the performance of any of the obligations obligation or other acts of Purchaser action hereunder by Parent or Merger Sub, and (iv) any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (a) Promptly Subject to compliance with applicable Law, promptly upon the purchase of shares of Common Stock payment by Purchaser for Shares pursuant to the OfferOffer representing at least such number of Shares as shall satisfy the Minimum Condition, and from time to time thereafterthereafter as Shares are acquired by Purchaser, Purchaser shall be entitled to designate for appointment or election such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Board of Directors of Company as is equal to the product of (i) the total number of directors on the Board of Directors and of Company (iidetermined after giving effect to the directors elected as contemplated by this sentence) multiplied by the percentage that the aggregate number of shares of Common Stock purchased Shares beneficially owned by Merger Sub or Purchaser or any affiliate its Affiliates bears to the total number of shares of Common Stock Shares then outstanding (including for this purpose all Shares that are accepted for payment pursuant to the "Percentage"Offer, but excluding any shares held by Company and its Subsidiaries), and the Company shallshall promptly take all actions necessary to allow Purchaser’s designees to be so elected, upon request by Purchaserincluding, promptly increase the size if necessary, (1) calling for a meeting of the Board of Directors and/or exercise its reasonable best efforts shareholders of Company to secure elect Purchaser’s designees, (2) to the resignations extent necessary, calling for a meeting of the Board 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 enable Purchaser's designees to be elected give effect to the Board of Directors foregoing provision and shall cause Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have (3) registering at least one Continuing DirectorShare, 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, the Company will use its reasonable best efforts to cause such individuals persons designated by Purchaser to constitute at least the same Percentage percentage (rounded up to the next whole number) as is on Company’s Board of Directors of (i) each committee of Company’s Board of Directors, subject to compliance with applicable securities laws and the Boardrules of the Nasdaq Global Market (“NASDAQ”), SRC and PSE, and (ii) the each board of directors (or similar body) of each Subsidiary of Company and (iii) the committees each committee of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply to Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1(or similar body). (b) Following the election or appointment of Purchaser's ’s designees pursuant to this Section 5.4 and prior to the Effective Time1.3, 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 action by any other director of the Company, shall be required to authorize) any amendment or termination of this Agreement by the Company, any amendment extension by Company of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of Company’s rights hereunder, will require the agreements or conditions contained herein for the benefit 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) Promptly upon the purchase by Parent or any of shares its subsidiaries of such number of Shares of Company Common Stock pursuant to that represents at least 51% of the Offeroutstanding Shares of Company Common Stock (on a fully diluted basis), and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, number (but in no event more than one less than the total number of directors on the Board) as will give Purchaser Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors equal to the product of (ix) the number of directors on the Board (giving effect to any increase in the number of Directors directors pursuant to this Section 1.3) and (iiy) the percentage that the such number of shares of Common Stock Shares so purchased by Merger Sub or Purchaser or any affiliate bears to the aggregate number of shares of Common Stock Shares outstanding (such number being the "Board Percentage"), and the Company shall, upon request by PurchaserParent, promptly increase satisfy the Board Percentage by (i) increasing the size of the Board of Directors and/or exercise or (ii) using its reasonable best efforts to secure the resignations of such number of directors as is necessary to enable PurchaserParent's designees to be elected to the Board of Directors and shall cause PurchaserParent's designees promptly to be so elected; provided, howeverprovided that no such action shall be taken which would result in there being, prior to the consummation of the Merger, less than one director of the Company that until the Effective Time, the Board of Directors will have at least one Continuing Directoris not affiliated with Parent. At the request of PurchaserParent, 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 Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its the Company's expense, all lawful action necessary to effect any such election, and shall include in the Schedule 14D-9 including without limitation, mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 14(f)-1 promulgated thereunder. Purchaser will supply , unless such information has previously been provided to Company the Company's stockholders in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1Schedule 14D-9. (b) Following the election or appointment of PurchaserParent's designees pursuant to this Section 5.4 1.3 and prior to the Effective TimeTime (as defined in Section 2.2) of the Merger, any amendment or termination of this Agreement, extension for the approval performance or waiver of the obligations or other acts of Parent or Subsidiary or waiver of the Company's rights thereunder shall require the concurrence of a majority of the directors of the Company then in office who are not designated by Purchaser (the "Continuing Directors". The term "Continuing Director" shall mean (i) shall be required to authorize (and such authorization shall constitute the authorization each member of the Board of Directors and no other action on the part date hereof who voted to approve this Agreement and (ii) any successor to any Continuing Director that was recommended to succeed such Continuing Director by a majority of the Company, including any action by any other director of Continuing Directors then on the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the CompanyBoard.

Directors. (a) Promptly upon the purchase of shares of Common Stock by Purchaser pursuant to the OfferOffer or otherwise of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the number of directors on the Board of Directors of the Company and (ii) the percentage that the such number of shares of Common Stock Shares so purchased by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage")Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Board of Directors and/or exercise of the Company or use 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 provide Purchaser with such level of Directors representation and shall cause Purchaser's ’s designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, the The Company will also use its reasonable best efforts to cause such individuals Persons designated by Purchaser to constitute (subject to any limitations imposed by applicable law or NASD (as defined below) rule) the same Percentage percentage as is on the entire Board of Directors of the Company to be on (i) each committee of the Board, Board of Directors of the Company and (ii) the board each Board of directors Directors and each committee thereof of each Subsidiary and (iii) subsidiary of the committees of each such board of directorsCompany. The Company's ’s obligations to appoint designees to the its Board of Directors shall be subject to Section 14(f) of the Exchange Act. The At the request of Purchaser, the Company shall take, at its expense, take all action actions necessary to effect any such electionelection or appointment of Purchaser’s designees, and shall include in the Schedule 14D-9 including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunderthereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Purchaser will supply to the Company in writing and be solely responsible for any all information with respect to itself themselves and its nomineestheir respective officers, directors and affiliates required by such Section 14(f) and Rule 14f-1Rule. (b) Following the election or appointment of Purchaser's ’s designees pursuant to this Section 5.4 1.4(a) and prior to the Effective TimeTime (as defined in Section 2.2), the approval of a majority of the directors of the Company then in office who are not designated by Purchaser (the "Continuing Directors") and so long as there shall be required to authorize at least one Continuing Director (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 termination of this Agreement by the Companyas defined below), any amendment or termination of this Agreement requiring action by the Board of DirectorsDirectors of the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser or Merger Sub, under this Agreement and any waiver of compliance with any of the agreements or conditions contained herein 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) Promptly upon the purchase of acceptance for payment of, and payment by Buyer for, shares of Company Common Stock pursuant to the Initial Offer, and from time to time thereafter, Purchaser 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, as will give Purchaser representation on which is the Board of Directors equal to the product of percentage that (i) the such number of directors on shares of Company Common Stock so accepted for payment and paid for by Buyer in the Board of Directors and (ii) the percentage that Initial Offer plus the number of shares of Common Company Stock purchased otherwise owned by Merger Sub or Purchaser Parent, Buyer or any affiliate other subsidiary of Parent bears to (ii) the total number of shares of Company Common Stock outstanding (the "Percentage")outstanding, and the Company shall, upon request by Purchaserat such time, promptly 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 Purchasercause Buyer's designees to be elected appointed or elected. Subject to the Board of Directors and shall cause Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaserapplicable Law, 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 Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, take all action requested by Parent necessary to effect any such appointment or election, and shall include in the Schedule 14D-9 including mailing to its stockholders an information statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply thereunder (either separately or combined with the Schedule 14D-9), and the Company agrees to make such 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 writing and be solely responsible for any such information statement with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. (b) Following Buyer's designees). In connection with the election or appointment of Purchaser's designees pursuant to this Section 5.4 and prior to the Effective Timeforegoing, the approval Company will promptly, at the option of a majority of Buyer, use its best efforts to either increase 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 size of the Board of Directors and no other action on the part of the Company, including any action by any other director Company or obtain the resignation of the Company, shall such number of its current directors as is necessary to enable Buyer's designee to be required elected or appointed to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any Directors of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the CompanyCompany as provided above.

Directors. (a) Promptly Effective upon the purchase payment by Merger Subsidiary for a majority of shares of Common Stock the Shares pursuant to the Offer, and from time to time thereafter, Purchaser Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company's Board of Directors equal to that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Common Stock purchased Shares owned by Parent or Merger Sub or Purchaser or any affiliate Subsidiary (including Shares accepted for payment) bears to the total number of shares of Common Stock outstanding (the "Percentage")Shares outstanding, and the Company shall, upon request by Purchaser, promptly 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 shall take all action necessary to enable Purchasercause Parent's designees to be elected or appointed to the Company's Board of Directors, including, without limitation, increasing the number of directors, or seeking and accepting resignations of incumbent directors, or both; provided however, that, prior to the Effective Time (defined below), the Company's Board of Directors and shall cause Purchaser's designees always have one member who is neither a designee nor an affiliate of Parent or Merger Subsidiary nor an employee of the Company (an "Independent 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 so elected; provided, however, that until taken by the Effective Time, Company to amend or terminate this Agreement or waive any action by Parent or Merger Subsidiary shall be effective without the Board approval of Directors will have at least one Continuing the Independent Director. At the request of Purchasersuch times, the Company will use its reasonable best efforts to cause such individuals designated by Purchaser Parent to constitute the same Percentage percentage as such individuals represent on the Company's Board of Directors of (ix) each committee of the Board, (iiy) the each board of directors of each Subsidiary (defined below) and (iiiz) the committees each committee of each such board of directors. board. (b) The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder. The Company shall take, at promptly take all actions required pursuant to Section 14(f) and Rule 14f-l in order to fulfill its expense, all action necessary to effect any such election, obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the information Company and its officers and directors as is required by under Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderto fulfill its obligations under this Section 1.3. Purchaser Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (b) Following the election or appointment of Purchaser's designees pursuant to this Section 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 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 Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (a) Promptly upon the purchase payment by the Purchaser or any of shares of Common Stock Parent's direct or indirect subsidiaries pursuant to the Offer, Offer for such number of Shares which represent at least a majority of the outstanding Shares and from time to time thereafter, the Company shall increase the size of its Board of Directors to nine members, and the Purchaser shall be entitled to designate members of the Company's Board of Directors such that the Purchaser, subject to compliance with Section 14(f) of the Exchange Act, will have a number of directorsrepresentatives on the Board of Directors, rounded up to the next whole number, as will give Purchaser representation on the Board of Directors equal to the product of (i) the number of directors on the Board of Directors and (ii) obtained by multiplying nine by the percentage that the number of shares Shares beneficially owned by Parent and any of Common Stock purchased by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage"), and the its subsidiaries. The Company shall, upon request by the Purchaser, promptly increase the size of the Board of Directors to the extent permitted by its Certificate of Incorporation and/or exercise use its reasonable 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 use its best efforts to cause the Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of the Purchaser, 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 Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in including the Schedule 14D-9 mailing to its stockholders of the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. , in form and substance reasonably satisfactory to the Purchaser will supply to Company in writing and be solely responsible for any information with respect to itself and its nomineescounsel. Notwithstanding the foregoing, directors and affiliates required by Section 14(f(i) and Rule 14f-1. (b) Following the election or appointment of Purchaser's designees pursuant to this Section 5.4 and prior to the Effective Time, the approval affirmative vote of a majority of the directors of the Company then in office who are not designated by Purchaser (directors on the "Continuing Directors") date hereof and who remain directors shall be required to authorize (and such authorization shall constitute the authorization amend, modify or waive any provision of the Board of Directors and no other action on the part of the Companythis Agreement, including any action by or to approve 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 Board of DirectorsCompany with respect to the Offer or the other transactions contemplated hereby, any extension of time for which adversely affects the performance of any interests of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any stockholders of the agreements or conditions contained herein for the benefit Company with respect to such transactions and (ii) none of the CompanyPurchaser, the Merger Sub or Parent shall, directly or indirectly, cause the Company to breach its obligations hereunder.

Directors. (a) Promptly Effective upon the purchase of shares of Company Common Stock pursuant to the Offer, and from time to time thereafter, Purchaser Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company’s Board of Directors equal to that equals the product of (i) the total number of directors on the Company’s Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.3(a)) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares of Company Common Stock purchased by Merger Sub or Purchaser or any affiliate pursuant to the Offer) bears to the total number of shares of Company Common Stock outstanding (the "Percentage")then outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Board of Directors and/or exercise its shall use reasonable best efforts to secure the resignations of such number of directors as is necessary to enable Purchaser's cause Parent’s designees to be elected or appointed to the Company’s Board of Directors Directors, including increasing the number of directors, and shall cause Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board seeking and accepting resignations of Directors will have at least one Continuing Directorincumbent directors. At the request of Purchasersuch time, the Company will shall also use its reasonable best efforts to cause such individuals designated by Purchaser Parent to constitute the same Percentage number of members, rounded up to the next whole number, on (i) each committee of the Board, Company’s Board of Directors and (ii) the each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Company’s Board of Directors. Notwithstanding the foregoing, until the Acceptance Date, the Company shall use its reasonable best efforts to ensure that all of the members of the Company’s Board of Directors and such committees and boards as of the date hereof who are not employees of the Company remain members of the Company’s Board of Directors and such committees and boards until the Effective Time. (iiib) the committees of each such board of directors. The Company's ’s obligations to appoint Parent’s designees to the Company’s Board of Directors shall be subject to Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder. The Company shall take, at its expense, promptly take all action necessary to effect any such electionactions, and shall include in the Schedule 14D-9 such information with respect to the information required by Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderrequire in order to fulfill its obligations under this Section. Purchaser will Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (bc) Following the election or appointment of Purchaser's Parent’s designees pursuant to this Section 5.4 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 are were not designated by Purchaser (the "Continuing Directors") 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 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 Board of DirectorsAgreement, any extension of time for the performance of any of the obligations obligation or other acts of Purchaser action hereunder by Parent or Merger Sub, and any waiver of compliance with any of the agreements or 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 Merger Sub under this Agreement.

Directors. (a) Promptly upon the purchase by the Purchaser --------- of shares of Common Stock any Shares pursuant to the Offer, and from time to time thereafterthereafter as Shares are acquired by the Purchaser, so long as the Purchaser shall not have waived the Minimum Condition, 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 Purchaser the Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors (giving effect to the directors appointed or elected pursuant to this sentence and (iiincluding current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of shares of Common Stock purchased Shares beneficially owned by Merger Sub or 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 Subsidiaries) bears to the number of shares Shares outstanding. At such times, the Company will also cause (i) each committee of Common Stock outstanding the Board of Directors, (ii) if requested by the "Percentage")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 by the Purchaser, promptly increase the size of the Board of Directors and/or or exercise its reasonable 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 the Purchaser's designees to be so elected; provided, however, that, in the event that the Purchaser's designees -------- ------- are appointed or elected to the Board of Directors, until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, the Company will use its reasonable best efforts to cause such individuals designated by Purchaser to constitute the same Percentage of Time (ias defined in Section 2.2 hereof) each committee of the Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(fhave at least one director who is a director on the date hereof and who is neither an officer of the Company nor a designee, shareholder, affiliate or associate (within the meaning of the Federal securities laws) of the Exchange ActPurchaser (one or more of such directors, the "Independent Directors"); provided further, that if no --------------------- -------- ------- Independent Directors remain, the other directors shall designate one person to 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, and such person shall be deemed to be an Independent Director for purposes of this Agreement. The Subject to applicable law, the Company shall take, at its expense, promptly take all action necessary pursuant to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder in order to fulfill its obligations under this Section 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 Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3. The Parent and the Purchaser will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (b) Following . Notwithstanding anything in this Agreement to the election or appointment of Purchaser's designees pursuant to this Section 5.4 and contrary, prior to the Effective Time, the approval affirmative vote of a majority of the directors of the Company then in office who are not designated by Purchaser (the "Continuing Directors") Independent Directors shall be required to authorize (and such authorization shall constitute the authorization of the Board of Directors and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorizei) any termination of amend or terminate this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of (ii) exercise or waive any of the obligations Company's rights or other acts of Purchaser remedies hereunder, or Merger Sub, and any waiver of compliance with any (iii) extend the time for performance of the agreements or conditions contained herein for the benefit of the CompanyPurchaser's obligations hereunder.

Directors. (a) Promptly upon the purchase of shares of Common Stock by Purchaser pursuant to the OfferOffer of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board as will give Purchaser representation on the Company Board of Directors equal to the product of (i) the total number of directors on the Company Board (after giving effect to any increase in the number of Directors directors pursuant to this Section 1.04) and (ii) the percentage that the such number of shares of Common Stock Shares so purchased by Merger Sub or Purchaser or any affiliate bears to the total number of shares of Common Stock outstanding (the "Percentage")Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Company Board of Directors and/or exercise or use 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 provide Purchaser with such level of Directors representation and shall cause Purchaser's ’s designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Directorelected or appointed. At the request of Purchaser, the The Company will also use its reasonable best efforts to cause such individuals designated by Purchaser to constitute the same Percentage of percentage as is on the entire Company Board to constitute (i) each committee of the Company Board, and (ii) the each board of directors and each committee thereof of each Subsidiary and (iii) of the committees of each such board of directorsCompany. The Company's ’s obligations to appoint designees to the Company Board of Directors shall be subject to Section 14(f) of the Exchange Act. The At the request of Purchaser, the Company shall take, at its expense, take all action actions necessary to effect any such electionelection or appointment of Purchaser’s designees, and shall include in the Schedule 14D-9 including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunderthereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Purchaser will supply to the Company in writing and be solely responsible for any all information with respect to itself themselves and its nomineestheir respective officers, directors and affiliates Affiliates required by such Section 14(f) and Rule 14f-1Rule. (b) Following the election or appointment of Purchaser's ’s designees pursuant to this Section 5.4 1.04(a) 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") and so long as there 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 action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Companyat least one Continuing Director, any amendment or termination of this Agreement requiring action by the Board of DirectorsCompany Board, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser or Merger Sub, under this Agreement and any waiver of compliance with any of the agreements or conditions contained herein 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) Promptly upon the purchase of and payment for Shares by Parent or any of its Subsidiaries (as defined in Section 8.10) which represent at least a majority of the outstanding shares of Company Common Stock pursuant to the Offer(on a fully diluted basis), and from time to time thereafter, Purchaser 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 such Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser, Parent and any of their affiliates bears to the total number of shares of Company Common Stock then outstanding. The Company shall take all action necessary to cause Parent's designees to be elected or appointed to the Company's Board of Directors and (ii) the percentage that the number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage"), and the Company shall, upon request by Purchaser, promptly increase the size of the Board of Directors and/or exercise its reasonable best efforts to secure the resignations of such number of its incumbent directors as is necessary to enable PurchaserParent's designees to be so elected to the Board of Directors Company's Board, and shall cause PurchaserParent's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchasersuch times, the Company will use its reasonable best efforts take all action necessary to cause such individuals designated by Purchaser Parent to constitute the same Percentage percentage as such individuals represent on the Company's Board or Directors of (iA) each committee of the Board, Board and (iiB) the 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, until the Effective Time (as defined in Section 1.5 hereof), the Company shall retain as members of its Board of Directors at least two (2) directors that are directors of the Company on the date hereof (the "Company Designees"), and Parent and Purchaser shall not vote their Shares of Company Common Stock or 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 a majority of the entire Board of Directors. (iiib) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors under Section 1.3(a) shall be subject to Section 14(f) of the Exchange ActAct and Rule 14f-l promulgated thereunder. The Company shall takepromptly take all actions required pursuant to such Section 14(f) and Rule 14f-l in order to fulfill its obligations under Section 1.3(a), at its expense, all action necessary including mailing to effect any such election, and shall include in the Schedule 14D-9 stockholders the information required by such Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder14f-l as is necessary to enable Parent's designees to be elected to the Company's Board of Directors. Parent or Purchaser will supply to the 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-1.14f-l. (bc) Following From and after the election or appointment of Purchasertime, if any, that Parent's designees pursuant to this Section 5.4 constitute a majority of the Company's Board of Directors and prior to the Effective Time, the approval any amendment 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 Companythis Agreement, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any of the obligations of Parent or Purchaser hereunder, any waiver of any condition or any of the Company's rights hereunder, any other acts 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 Merger Sub, Parent and any waiver such persons shall be deemed to be Company Designees for purposes of compliance with any of the agreements or conditions contained herein for the benefit of the Companythis Agreement.

Directors. (a) Promptly upon the later of (i) the purchase of shares and payment for any Shares (including without limitation all Shares subject to the Tender and Option Agreement) by Purchaser or any other subsidiary of Common Stock Parent pursuant to the OfferOffer or the Tender and Option Agreement and (ii) the expiration or waiver of the Company's right to terminate this Agreement under Section 8.1(c)(i) hereof, and from time to time thereafter, Purchaser 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 then serving on such Board (which, immediately prior to such calculation, shall not consist of more than four directors) multiplied by the Board ratio of Directors and (ii) the percentage that the aggregate number of shares Shares beneficially owned by Parent, Purchaser and any of Common Stock purchased by Merger Sub or Purchaser or any affiliate bears their affiliates to the total number of shares of Common Stock outstanding (the "Percentage"), and the Shares then outstanding. The Company shall, upon request by of Purchaser, promptly increase take all action necessary to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including without limitation increasing the size of the its Board of Directors and/or exercise its reasonable best efforts to secure or, at the Company's election, securing the resignations of such number of its incumbent directors as is necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause PurchaserParent's designees to be so elected; providedelected or appointed to the Company's Board, however, that until the Effective Time, the Board of Directors will have at least one Continuing Directorand shall cause Parent's designees to be so elected or appointed. At the request of Purchasersuch time, the Company will use its reasonable best efforts to shall also cause such individuals persons designated by Purchaser Parent to constitute the same Percentage percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the BoardCompany's Board of Directors, (ii) the each board of directors (or similar body) of each Subsidiary (as defined below) of the Company and (iii) the committees each committee (or similar body) of each such board of directorsboard. The Company's obligations to appoint designees to Notwithstanding the Board of Directors foregoing, until the Effective Time (as defined below), neither Parent nor Purchaser nor their affiliates shall be subject to Section 14(f) take any action as directors or shareholders of the Exchange Act. Company to cause the removal of Xxxxxx X. Xxxx and Xxxxxxx X. XxXxxxxx, independent directors of the Company, on the date hereof. (b) The Company shall take, at its expense, promptly take all action necessary actions required pursuant to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder in order to fulfill its obligations under Section 1.3(a), including mailing to shareholders as part of the Schedule 14D-9 the information required by such Section 14(f) and Rule 14f-1, as is necessary to enable Parent's designees to be elected to the Company's Board of Directors. Parent or Purchaser will shall supply to the Company in writing and be solely responsible for with 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 Section 1.3(a) are in addition to and shall not limit any rights which 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 election of directors or otherwise. (bc) Following From and after the election or appointment of Purchasertime, if any, that Parent's designees pursuant to constitute a majority of the Company's Board of Directors, any amendment of this Agreement, any termination of this Agreement by the Company, any extension of time for performance of any of the obligations of Parent or Purchaser hereunder, any waiver of any condition or any of the Company's rights hereunder or other action by the Company hereunder (other than the actions contemplated by Section 5.4 and prior to 1.8 hereof) may be effected only if the Effective Time, the approval of action is approved by a majority of the directors of the Company then in office who are not designated by Purchaser (were directors of the "Continuing Directors") Company on the date hereof, which action shall be required deemed to authorize (and such authorization shall constitute the authorization action of the Board of Directors and Directors; PROVIDED, that if there shall be no other action on the part such directors, such actions may be affected by majority vote of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the entire Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit Directors of the Company.

Directors. (a) Promptly Effective upon the purchase earlier of shares the Purchase Option Closing and the acceptance for exchange by Purchaser of Common Stock Shares pursuant to the Offer, and from time to time thereafter, Purchaser Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company Board of Directors equal to that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of Directors any additional directors pursuant to this Section 3.04) and (ii) the percentage that of the total number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate bears to the number of shares of Company Common Stock outstanding that are beneficially owned by Parent and/or Purchaser (the "Percentage"including shares of Company Common Stock accepted for exchange), and the Company shall, upon request by Purchaser, shall promptly 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 take all action necessary to enable Purchasercause Parent's designees to be elected or appointed to the Board Company Board, including increasing the number of Directors directors, and shall cause Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board seeking and accepting resignations of Directors will have at least one Continuing Directorincumbent directors. At the request of Purchasersuch time, the Company will shall also use its reasonable best efforts to cause such individuals designated by Purchaser Parent to constitute the same Percentage number of members, rounded up to the next whole number, on (iy) each committee of the Board, Company Board and (iiz) the board of directors of its Subsidiary (and each Subsidiary and (iiicommittee thereof) that represents the committees of same percentage as such individuals represent on the Company Board, in each such board of directors. The Company's obligations to appoint designees case only to the Board extent permitted by Law. Notwithstanding the provisions of Directors this Section 3.04, the parties hereto shall be subject use their respective reasonable best efforts to Section 14(f) ensure that at least two of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) members of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply to Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. (b) Following the election or appointment of Purchaser's designees pursuant to this Section 5.4 and prior to the Effective Time, the approval of a majority of the Board who were directors of the Company then prior to the date described in office who are not designated by Purchaser the first sentence of this Section 3.04(a) (the "Continuing Directors") shall be required to authorize (and such authorization shall constitute the authorization continue as directors of the Company until the Effective Time; provided that if there shall be in office fewer than two Continuing Directors for any reason, 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, or if no Continuing Directors and no then remain, the other action on directors of the part Company then in office shall designate two persons to fill such vacancies who will not be officers or employees or affiliates of the Company, including Parent or Purchaser or any action by any other director of the Company, their respective subsidiaries and such persons shall be required deemed to authorize) any termination be Continuing Directors for all purposes of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the CompanyAgreement.

Directors. (a) Promptly upon after the purchase of first time at which the Buyer accepts for payment any shares of Company Common Stock pursuant to the OfferOffer (the “Acceptance Time”), and from time to time thereafterthereafter as shares of Company Common Stock are accepted for payment and the Offer Consideration is paid by the Buyer, Purchaser the Buyer shall be entitled to designate such number of directorsmembers of the Company Board (the “Buyer Designees”), rounded up to the next nearest whole number, as will give Purchaser the Buyer representation on the Company Board of Directors equal to the product of (i) the total number of members of the Company Board (after giving effect to the directors on the Board of Directors and (iielected pursuant to this sentence) multiplied by the percentage that the number of shares of Company Common Stock purchased beneficially owned by the Buyer or Merger Sub or Purchaser or any affiliate at such time (including shares of Company Common Stock so accepted for payment) bears to the total number of shares of Company Common Stock outstanding (then outstanding; provided that in no event shall the "Percentage")Buyer Designees constitute less than a majority of the Company Board. In furtherance thereof, and the Company shall, upon the request by Purchaserof the Buyer, use its best efforts promptly (and in any event within one business day) either to increase the size of the Company Board of Directors and/or exercise its reasonable best efforts or to secure the resignations of such number of the Company’s incumbent directors (and such incumbent directors have agreed to resign if required in order for the Company to comply with this Section 1.3(a)), or both, as is necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause Purchaser's designees Buyer Designees to be so elected; provided, however, that until elected or appointed to the Effective Time, Company Board and the Board of Directors will have at least one Continuing DirectorCompany shall take all actions available to the Company to cause the Buyer Designees to be so elected or appointed. At the request of Purchasersuch time, the Company will use its reasonable best efforts shall, if requested by the Buyer, also take all action necessary to cause such individuals persons designated by Purchaser the Buyer to constitute at least the same Percentage percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) the each board of directors (or similar body) of each Subsidiary (as defined in Section 4.3(a) hereof) of the Company and (iii) the committees each committee (or similar body) of each such board of directorsboard. The Company's obligations provisions of this Section 1.3 are in addition to appoint designees and shall not limit any rights which the Buyer, the Buyer 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 Board election of Directors shall be subject to Section 14(fdirectors or otherwise. (b) of the Exchange Act. The Company shall taketake all actions required in order to fulfill its obligations under Section 1.3(a), at including mailing to its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder as part of the Schedule 14D-9. Purchaser will The Buyer and Merger Sub shall supply to the Company in writing and be solely responsible for any information with respect to itself the Buyer and its nominees, directors the Buyer and affiliates the Buyer Designees to the extent required by such Section 14(f) and Rule 14f-1. (bc) Following Notwithstanding the election or appointment provisions of Purchaser's designees pursuant to this Section 5.4 1.3, the parties hereto shall use their respective best efforts to ensure that at least two of the members of the Company’s Board of Directors shall, at all times prior to the Effective Time, be directors of the Company who were independent disinterested non-management directors of the Company on the date hereof (the “Independent Directors”), provided that, (i) the person listed in Section 1.3(c) of the Company Disclosure Schedule shall not constitute an Independent Director under this Section 1.3 and (ii) if there shall be in office less than two Independent Directors for any reason, the Company Board shall cause the person designated by the remaining Independent Director to fill such vacancy who shall be deemed to be an Independent Director for all purposes of this Agreement, or if no Independent Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who will not be directors, officers, employees or Affiliates of the Buyer or Merger Sub and such persons shall be deemed to be Independent Directors for all purposes of this Agreement. From and after the time, if any, that the Buyer Designees constitute a majority of the Company Board and prior to the Effective Time, subject to the approval terms hereof, any amendment or modification 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 Companythis Agreement, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser the Buyer or Merger SubSub hereunder, and any waiver of compliance with any condition to the Company’s obligations hereunder or any of the agreements Company’s rights hereunder, any amendment to the Company’s certificate of incorporation or conditions contained herein for the benefit bylaws or any other action to be taken or not to be taken on behalf of the CompanyCompany under or in connection with this Agreement, may be effected only if (in addition to the approval of the Company Board as a whole) there are in office one or more Independent Directors and such action is approved by a majority of the Independent Directors then in office.

Directors. (a) Promptly upon Following the purchase of shares of Common Stock pursuant to the OfferOffer Closing, and from time to time thereafter, Purchaser 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, as will give Purchaser representation on the Board of Directors equal to 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 directors on 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 Board of Directors and Offer) bears to (ii) the percentage that the number of shares of the Company Common Stock purchased by Merger then outstanding; provided, however, that in no event shall Parent or Sub or Purchaser or be entitled to designate any affiliate bears 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 (the "Percentage"), and the Company shall, upon request by Purchaser, promptly increase A) increasing the size of the Board of Directors and/or exercise its reasonable best efforts to secure of the resignations Company and (B) obtaining the resignation of such number of its current directors as is is, in each case, necessary to enable Purchaser's such designees to be so elected or appointed to the Board of Directors and shall cause Purchaser's designees of the Company in compliance with applicable Law (including, to be so elected; provided, however, that until the extent applicable prior to the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, 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 Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of Rule 10A-3 under the Exchange ActAct and NASDAQ Rules 4350(c) and 4350(d)(2)). The Company shall take, at mail to its expense, all action necessary to effect any such election, and shall include in stockholders the Schedule 14D-9 Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply , and the Company agrees to make such mailing concurrently with the mailing of the Schedule 14D-9 (provided that Parent and Sub shall have provided to the Company on a timely basis all information required to be included in writing and be solely responsible for any information the Information Statement with respect to itself such designees and its nomineeswith respect to Parent's officers, directors and affiliates required by Section 14(f) and Rule 14f-1affiliates). (b) Following the election or appointment of PurchaserParent's or Sub's designees pursuant to this Section 5.4 6.09(a) and prior to the Effective Time, the approval affirmative vote of a majority of the directors of the Company Parent Independent Directors then in office who are not designated by Purchaser (the "Continuing Directors") shall be required for (i) the Company to authorize consent (and such authorization shall constitute the authorization of the Board of Directors and no other action on the part a) to amend or terminate this Agreement, (b) to waive any of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of 's rights or remedies under this Agreement by or (c) to extend the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser Parent or Merger SubSub or (ii) any withdrawal, and any waiver modification, amendment or qualification by the Company's Board of compliance with any Directors of the agreements or conditions contained herein for the benefit 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) Promptly upon the purchase of shares of and payment for any Company Common Stock pursuant to by Parent or any of its subsidiaries which represents at least a majority of the Offeroutstanding Company Common Stock (on a fully diluted basis, and from time to time thereafteras defined in Section 2.1(a)), Purchaser 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 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 such Board (giving effect to the Board of Directors and (iidirectors designated by Parent pursuant to this sentence) multiplied by the percentage that the number of shares of Company Common Stock purchased by Merger Sub or Purchaser or any affiliate so accepted for payment bears to the total number of shares of Common Stock outstanding (the "Percentage")then outstanding. In furtherance thereof, and the Company shall, upon request by Purchaserof Acquisition, use its best reasonable efforts promptly either to increase the size of the its Board of Directors and/or exercise its reasonable best efforts to or secure the resignations resignation of such number of directors its incumbent directors, or both, as is necessary to enable Purchaser's Parents' designees to be so elected to the Board of Directors Company's Board, and shall take all actions available to the Company to cause PurchaserParent's designees to be so elected; provided. At such time, howeverthe Company shall, that if requested by Parent, 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's Board of Directors of each committee of the Company's Board of Directors. Notwithstanding the foregoing, the Company shall have at least one independent director until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, the Company will use its reasonable best efforts to cause such individuals designated by Purchaser to constitute the same Percentage of . (ib) each committee of the Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, promptly take all action necessary actions required pursuant to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder in order to fulfill its obligations under Section 2.3(a), including mailing to shareholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company's Board of Directors. Purchaser Parent or Acquisition will supply to the Company in writing and be solely responsible for any information with respect to itself either of them and its their nominees, offices, directors and affiliates required by such Section 14(f) and Rule 14f-1. (b) Following . 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 election of directors or appointment of Purchaser's designees pursuant to this Section 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 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 Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Companyotherwise.

Directors. (a) Promptly Subject to compliance with applicable law, promptly upon (i) the purchase of shares of Common Stock payment by Purchaser pursuant to the OfferOffer for Company Shares representing at least such number of Shares as shall satisfy the Minimum Condition, and (ii) the written request of Parent, and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company Board of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors and (iidetermined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of shares of Common Stock purchased Shares beneficially owned by Merger Sub or Purchaser Parent or any affiliate of its Affiliates bears to the total number of shares of Common Stock outstanding (the "Percentage")Shares then outstanding, and the Company shall, upon request by Purchaserof Parent, promptly 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 take all actions necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause Purchaser's Parent’s designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that until prior to the Effective Time, the Company Board of Directors will shall always have at least one two Continuing Director. At the request of Purchaser, the Company will use its reasonable best efforts to cause such individuals designated by Purchaser to constitute the same Percentage of Directors. (ib) each committee of the Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's ’s obligations to appoint Parent’s designees to the Company Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nomineesitself, Purchaser, their respective officers, directors and affiliates and proposed designees to the Company Board required by such Section 14(f) and Rule 14f-1Rule, and the Company shall include such information in the Schedule 14D-9. (bc) Following the election or appointment of Purchaser's Parent’s designees to the Company Board pursuant to this Section 5.4 1.3 (the “Appointment Time”) and prior to the Effective Time, any Adverse Matter shall require, in addition to any other affirmative votes required under the approval 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 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 ; provided, however, that if 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 termination foregoing provisions of this Agreement by the CompanySection 1.3(c) are invalid or incapable of being enforced under applicable law, any amendment of then neither Parent nor Purchaser shall approve (either in its capacity as a stockholder or as a party to this Agreement requiring action by the Board of DirectorsAgreement, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Subas applicable), and any waiver Parent and Purchaser shall use their reasonable efforts to prevent the occurrence of compliance with any of the agreements or conditions contained herein for the benefit of the Company.such action unless such

Directors. (a) Promptly upon the purchase of shares of Common Stock the Shares by Purchaser pursuant to the OfferOffer (provided that the Minimum Condition has been satisfied), and from time to time thereafter, Purchaser shall (i) Parent will be entitled entitled, subject to compliance with Section 14(f) of the Exchange Act, to designate such number of directorsdirectors ("PARENT'S DESIGNEES"), rounded up to the next whole number, on the Company Board, as will give Purchaser Parent representation on the Company Board (and on each committee of Directors the Company Board) equal to the product of (iA) the total number of directors on the Company Board (and on each committee of Directors the Company Board) (giving effect to any increase in the number of directors pursuant to this Section 1.4) multiplied by (B) the percentage that such number of Shares so purchased bears to the aggregate number of Shares outstanding at the time of Parent's designation (such product being the "BOARD PERCENTAGE"), and (ii) the percentage that the number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage"), and the Company shallwill, upon request by PurchaserParent, promptly increase satisfy the Board Percentage by (A) increasing the size of the Company Board (and each committee of Directors and/or exercise the Company Board) or (B) using its reasonable best efforts to secure the resignations of such number of directors as is necessary to enable PurchaserParent's designees Designees to be elected to the Company Board (and each committee of Directors the Company Board), or both, and shall will use its best efforts to cause PurchaserParent's designees Designees promptly to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, the Company will use its reasonable best efforts subject in all instances to cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. At the request of Parent, Company will take all lawful action necessary to effect any such election. Notwithstanding the foregoing, Parent and Purchaser shall use best efforts to assure that at all times prior to the Effective Time, the Company Board will include two directors who are members of the Company Board on the date hereof and are not employees of Company. (b) Parent will supply to Company in writing and be solely responsible for any information with respect to itself itself, Parent's Designees and its nomineesParent's officers, directors and affiliates required by Section 14(f) of the Exchange Act and Rule 14f-114f-1 promulgated thereunder to be included in the Schedule 14D-9. (bc) Following Notwithstanding any other provision hereof, of the Articles of Incorporation or Bylaws of Company or of applicable law to the contrary, following the election or appointment of PurchaserParent's designees Designees pursuant to this Section 5.4 1.4 and prior to the Effective Time, the approval of a majority earlier of the directors Effective Time or the termination 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 Companythis Agreement, including any action by any other director of the Company, shall be required to authorize) any amendment or termination of this Agreement by or amendment of the Articles of Incorporation or Bylaws of Company, any amendment of this Agreement requiring action extension by the Board of Directors, any extension Company of time for the performance of any of the obligations or other acts of Parent or Purchaser or Merger Subhereunder, and any waiver by Company of compliance with any of Company's rights, or any obligations of Parent or Purchaser hereunder, or any consent or agreement by Company hereunder will require the agreements or conditions contained herein for the benefit affirmative vote of a majority of members of a committee comprised solely of directors of Company then in office who are members of the Company Board on the date hereof and are not employees of Company.

Directors. (a) Promptly upon the purchase acceptance for payment of shares of Common Stock any Shares by the Purchaser pursuant to the Offer, Offer and from time to time thereafter, Purchaser Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company Board of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors and (iigiving effect to the directors elected or designated by Parent pursuant to this Section 1.3) multiplied by the percentage that the aggregate number of shares Shares beneficially owned by the Purchaser, Parent and any of Common Stock purchased by Merger Sub or Purchaser or any affiliate their affiliates bears to the total number of shares of Common Stock Shares then outstanding (on a fully-diluted basis) provided that, as long as Parent otherwise has the "Percentage")right to elect or designate a majority of directors on the Company Board of Directors, and those individuals designated or elected by the USW Union to serve on the Company Board of Directors shall count as directors designated by Parent for purposes of the foregoing calculation. The Company shall, upon request by PurchaserParent’s request, use its reasonable best efforts to either promptly increase the size of the Company Board of Directors and/or exercise its reasonable best efforts to Directors, or promptly secure the resignations of such number of directors its incumbent directors, or both, as is necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause Purchaser's Parent’s designees to be so elected; provided, however, that until elected or designated to the Effective Time, the Company’s Board of Directors will have Directors, and shall take all actions necessary to cause Parent’s designees to be so elected or designated at least one Continuing Directorsuch time. At the request of Purchasersuch time, the Company will use its reasonable best efforts to shall, upon Parent’s request, also cause such individuals persons elected or designated by Purchaser Parent to constitute the same Percentage percentage (rounded up to the next whole number) as is on the Company Board of (i) Directors of each committee of the Board, (ii) the board Company Board of directors of each Subsidiary and (iii) the committees of each such board of directorsDirectors. The Company's ’s obligations to appoint designees to the Board of Directors under this Section 1.3 shall be subject to Section 14(f) of the Exchange ActAct and Rule 14f-1 thereunder. The Company shall take, at its expense, promptly take all action necessary actions required pursuant to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderin order to fulfill its obligations under this Section 1.3, including, but not limited to, mailing to stockholders (together with the Schedule 14D-9) such information as is required by such Section 14(f) and Rule 14f-1 to enable Parent’s designees to be elected or designated to the Company Board of Directors. Parent or the Purchaser will shall supply to the Company in writing and be solely responsible for any the information and consents with respect to itself either of them and its their nominees, officers, directors and affiliates to the extent required by such Section 14(f) and Rule 14f-1. Notwithstanding anything contained in this Section 1.3(a), to the contrary, Parent and Purchaser acknowledge and agree that its designations or elections pursuant to this Section 1.3(a) shall not cause the Company to violate its Certificate of Incorporation, Bylaws or applicable Law, including without limitation, the rules and regulations of the Nasdaq National Market with respect to independence of directors or otherwise. (b) Following the election or appointment of Purchaser's Parent’s designees pursuant to this Section 5.4 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 or appointed by Parent and are not designated by Purchaser (the "Continuing Directors") officers, directors or employees of Parent or its Affiliates shall be required to authorize (and such authorization shall constitute the authorization of the Company 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) (i) any termination of this Agreement by the Company, (ii) any amendment of to this Agreement requiring action by the Board of DirectorsAgreement, (iii) any extension of time for the performance of any of the obligations obligation or other acts of Purchaser action hereunder by Parent or Merger SubPurchaser, and any waiver of compliance with any of the agreements or conditions contained herein that are for the benefit of the Company, including, without limitation, those conditions set forth in Section 7.1, (iv) any exercise of the Company’s rights or remedies under this Agreement, (v) any action seeking to enforce any obligation of Parent or Purchaser under this Agreement or (vi) any other action with respect to this Agreement, or any transactions contemplated hereby if such other action would adversely affect, any holders of Shares other than Parent or Purchaser.

Directors. (a) Promptly Subject to compliance with applicable Law and the articles of incorporation and bylaws of the Company, promptly upon the purchase of shares of Common Stock payment by Merger Sub for Shares pursuant to the OfferOffer representing at least such number of Shares as shall satisfy the Minimum Condition (the “Election Time”), and from time to time at all times thereafter, Purchaser Parent shall be entitled to elect or designate such number of directorsdirectors on the Company Board (“Directors”), rounded up to the next whole number, as will give Purchaser representation on the Board of Directors is equal to the product of (i) the total number of directors on Directors (determined after giving effect to the Board of Directors and (iielected or appointed pursuant to this sentence) multiplied by the percentage that the aggregate number of shares of Common Stock purchased Shares beneficially owned by Parent and Merger Sub and their respective Affiliates (as defined in Section 9.3(a) hereof) at such time (including Shares so accepted for payment pursuant to the Offer and any Top-Up Shares (as defined in Section 1.5(a) hereof) actually acquired by Merger Sub or Purchaser or any affiliate Sub) bears to the total number of shares of Common Stock Shares then outstanding (the "Percentage"disregarding any outstanding Company Stock Options or Company Warrants or any other rights to acquire Shares). In furtherance thereof, and the Company shall, upon request by Purchaserof Parent, subject to compliance with applicable Law and the articles of incorporation and bylaws of the Company, promptly increase (and in any event no later than one Business Day after such request by Parent) (i) take all such actions as are necessary or desirable to appoint to the Company Board the individuals so designated by Parent pursuant to this Section 1.4, including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by action of Directors the Company Board and by the amendment of the bylaws of the Company, if necessary) and/or exercise its reasonable best efforts to secure promptly seeking the resignations of such number of incumbent directors as is necessary or desirable to enable Purchaser's Parent’s designees to be elected to the Company Board of Directors and shall (ii) cause Purchaser's Parent’s designees to be so elected; providedelected to the Company Board. The Company shall, however, that until upon request of Parent at any time after the Effective Election Time, subject to compliance with applicable Law and the Board articles of Directors will have at least one Continuing Director. At incorporation and bylaws of the request of PurchaserCompany, the Company will also promptly use its reasonable best efforts to cause such individuals designated by Purchaser Parent to constitute at least the same Percentage percentage (rounded up to the next whole number) as is on the Company Board of (iA) each committee of the BoardCompany Board (including, without limitation, the audit committee), (iiB) the each board of directors (or similar body) of each Subsidiary of the Company and (iiiC) the committees each committee (or similar body) of each such board of directors. board. (b) The Company's ’s obligations to appoint elect or designate Parent’s designees to the Company Board of Directors shall be subject to Section 14(f) of the Exchange ActAct and Rule 14f-1 thereunder. The Subject to Parent’s compliance with the immediately following sentence in this Section 1.4(b), the Company shall take, at its expense, promptly take all action necessary actions required pursuant to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderin order to fulfill its obligations under this Section 1.4, including mailing to shareholders, together with the Schedule 14D-9 if practicable and in any event no later than ten days prior to the Acceptance Time, the information required under Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s designees to be elected or designated to the Company Board. Purchaser will Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nomineesofficers, directors Directors and affiliates Affiliates to the extent required by for the Company to comply with Section 14(f) of the Exchange Act and Rule 14f-1. The provisions of Sections 1.4(a) and (b) are in addition to and shall not limit any rights that any of Parent, Merger Sub or any of their respective Affiliates may have as a record holder or beneficial owner of Shares or a matter of applicable Law with respect to the election of directors or otherwise. In addition, in connection with the Offer, the Company shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, cooperate with Parent and Merger Sub to disseminate the Offer Documents to holders of Shares held in or subject to any Company Plan (as defined in Section 4.11(a) hereof) and to permit such holder of Shares to tender their Shares in the Offer. (bc) Following In the election event that Parent’s designees are elected or appointment designated to the Company Board pursuant to this Section 1.4, then, until the Effective Time (as defined in Section 2.3 hereof), the Company shall use reasonable best efforts to cause the Company Board to maintain at least three Directors who are members of Purchaser's the Company Board on the date of this Agreement and who are independent for purposes of Rule 10A-3 under the Exchange Act and the rules of the NYSE Amex (the “Independent Directors”) and are eligible to serve on the Company’s audit committee under the rules of the Exchange Act and the NYSE Amex, and at least one of whom is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K and the instructions thereto; provided, however, that if the number of Independent Directors is reduced below three for any reason, the remaining Independent Director(s) shall be entitled to nominate an individual or individuals to fill such vacancy who shall be deemed to be Independent Directors for purposes of this Agreement and who are eligible to serve on the Company’s audit committee under the rules of the Exchange Act and the NYSE Amex (and, if applicable, at least one of whom is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K and the instructions thereto), or, if no Independent Directors then remain, the other Directors shall designate three individuals to fill such vacancies who are independent for purposes of Rule 10A-3 under the Exchange Act and who are eligible to serve on the Company’s audit committee under the rules of the Exchange Act and the NYSE Amex and at least one of whom is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K and the instructions thereto, and such individuals shall be deemed to be Independent 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 1.4(c). Notwithstanding anything in this Agreement to the contrary, from and after the time, if any, that Parent’s designees pursuant to this Section 5.4 1.4 constitute a majority of the Company Board and prior to the Effective Time, subject to 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 Companyterms hereof, 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 amendment of this Agreement requiring action extension by the Board Company of Directors, any extension of the time for the performance of any of the obligations or other acts of Purchaser Parent or Merger Sub or waiver of any of the Company’s rights hereunder, shall require the concurrence of a majority of the Independent Directors if such amendment, termination, extension or waiver would reasonably be expected to have an adverse effect on any holders of Shares other than Parent or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (a) Promptly upon the purchase of shares Shares by Parent or Purchaser or any of Common Stock its Subsidiaries pursuant to the Offer, and from time Offer and/or pursuant to time thereafterany of the Stock Purchase Agreements which represents at least a majority of the outstanding Shares, Purchaser 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 such Board (giving effect to the Board of Directors and (iidirectors designated by Purchaser pursuant to this sentence) multiplied by the percentage that the number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate Shares so accepted for payment bears to the total number of shares of Common Stock outstanding (the "Percentage")Shares then outstanding. In furtherance thereof, and the Company shall, upon request by of the Purchaser, use its reasonable best efforts promptly either to increase the size of the its Board of Directors and/or exercise its reasonable best efforts to 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 available to the Company to cause Purchaser's designees to be so elected. At such time, the Company shall, if requested by Purchaser, also cause persons designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 1.03(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Purchaser's designees to be elected to the Company's Board of Directors and shall cause Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors Directors. Purchaser or Parent will have at least one Continuing Director. At the request of Purchaser, supply 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 Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. 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 1.03 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 election of directors or otherwise. (bc) Following In the election or appointment of 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 acceptance for payment of Shares pursuant to this Section 5.4 the Offer and prior to the Effective Time, the approval affirmative vote of a majority of the directors of the Company then in office who are not designated by Purchaser (the "Continuing Directors") Independent Directors shall be required to authorize (and such authorization shall constitute the authorization of the Board of Directors and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorizei) any termination of amend or terminate this Agreement by the Company, (ii) exercise or waive any amendment of this Agreement requiring the Company's rights, benefits or remedies hereunder or (iii) take any other action by the Company's Board of Directors, any extension of time for the performance of any of the obligations under or other acts of Purchaser or Merger Sub, and any waiver of compliance in connection with any of the agreements or conditions contained herein for the benefit of the Companythis Agreement.

Directors. (a) Promptly upon after the purchase of shares and payment for any Shares by Purchaser or any of Common Stock pursuant to the Offerits affiliates as a result of which Purchaser and its affiliates own beneficially at least a majority of then outstanding Shares, and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company's Board of Directors as is equal to the product of (i) the total number of directors on such Board (giving effect to the increase in the size of such Board of Directors and (iipursuant to this Section 1.4) multiplied by the percentage that the number of shares of Common Stock purchased Shares beneficially owned by Merger Sub or Purchaser or any affiliate (including Shares so accepted for payment) bears to the total number of shares of Common Stock outstanding (the "Percentage")Shares then outstanding. In furtherance thereof, and the Company shall, upon request by Purchaserof Parent, promptly either (at the election of the Company) increase the size of the its Board of Directors and/or exercise or use its reasonable best efforts to secure the resignations of such number of directors its incumbent directors, or both, as is necessary to enable Purchaser's such designees of Parent 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 such designees of Parent to be so elected or appointed. At such time, the Company shall also take all action necessary to cause Persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors and shall cause Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, 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 BoardCompany's Board of Directors, (ii) the each board of directors (or similar body) of each Subsidiary of the Company and (iii) the committees each committee (or similar body) of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply to Company in writing and be solely responsible for any information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1board. (b) Following Notwithstanding the election or appointment provisions of Purchaser's designees pursuant to this Section 5.4 and 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 TimeTime (as defined in Section 2.2 hereof) be, Continuing Directors. From and after the approval of time, if any, that Parent's designees constitute 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 Company's Board of Directors and no other action on the part Directors, any amendment or modification of this Agreement, any amendment to the Company's Certificate of Incorporation or By-Laws inconsistent with this Agreement, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any of the obligations of Parent or other acts of Purchaser or Merger Subhereunder (except as permitted under Section 1.1(c) hereof), and any waiver of compliance with any condition to the Company's obligations hereunder or any of the agreements Company's rights hereunder or conditions contained herein for other action by the benefit Company hereunder may be effected only by the action of a majority of the Continuing Directors of the Company, which action shall be deemed to constitute the action of any committee specifically designated by the Board of Directors of the Company to approve the actions contemplated hereby and the Transactions and the full Board of Directors of the Company. 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 election of directors or otherwise.

Directors. (a) Promptly upon the purchase of shares of Common Stock acquisition by Purchaser pursuant to the Offer, Offer of such number of Shares which satisfies the Minimum Condition and from time to time thereafter, Purchaser Parent shall be entitled to designate such number a majority of directors, rounded up to the next whole number, as will give Purchaser representation on members of the Company's Board of Directors equal Directors, subject to compliance with Section 14(f) of the product of (i) the number of directors on the Board of Directors and (ii) the percentage that the number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage"), and the Exchange Act. The Company shall, upon request by PurchaserParent, promptly increase the size of the Board of Directors to the extent permitted by its Certificate of Incorporation and/or exercise its reasonable best efforts to secure the resignations of such number of directors as is necessary to enable PurchaserParent's designees to be elected to the Board of Directors and shall use its reasonable efforts to cause PurchaserParent's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, 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 Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply thereunder in form and substance reasonably satisfactory to Company in writing and be solely responsible for any information with respect to itself Parent and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. (b) counsel. Following the election or appointment of PurchaserParent's designees pursuant to this Section 5.4 1.3 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 action by any other director of the Company, shall be required to authorize) any amendment or termination of this Agreement by the CompanyAgreement, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any or waiver of the obligations or other acts of Parent or Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.'s rights 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) Promptly upon the purchase of shares of Common Stock pursuant to the Offer, and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, of the Company as will give Purchaser representation on the Board of Directors is equal to the product of the total number of directors on such Board of Directors (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the Board Fraction. The Directors so designated by Parent shall take office immediately after (i) the purchase of and payment for any Shares by Parent or any of its Subsidiaries as a result of which Parent owns beneficially at least that number of directors on shares which satisfies the Board of Directors Minimum Condition or the Revised Minimum Number, as applicable, and (ii) the percentage that the number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage"), and the Company shall, upon request by Purchaser, promptly 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 Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, 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 Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, whichever shall occur later. In furtherance thereof, the Company shall, upon request of the Parent, promptly either 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 such designees of Parent to be so elected or appointed to the Company Board of Directors, and the Company shall take all actions available to the Company to cause such designees of Parent to be so elected or appointed at such time. At such time, the Company shall, if requested by Parent, also take all action necessary to cause persons designated by Parent to constitute the same Board Fraction of (i) each committee of the Company Board of Directors and (ii) each committee (or similar body) of each such board. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder in order to fulfill its obligations under Section 1.3(a), including mailing to shareholders, concurrently with mailing to shareholders the Schedule 14D-9, the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected or appointed to the Company Board of Directors immediately after the purchase of and payment for any Shares by Parent or any of its Subsidiaries as a result of which Parent own beneficially at least a majority of then outstanding Shares. Parent or Purchaser will supply to the Company in writing and be solely responsible for any all information with respect to itself either of them and its their nominees, officers, directors and affiliates Affiliates required to be disclosed 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 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 election of directors or otherwise. (bc) Following In the election or appointment of Purchaserevent that Parent's designees are elected or appointed to the Company Board of Directors, until the Effective Time, the Company Board of Directors shall have at least two directors who are 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 shareholders, Affiliates or Associates of Parent or Purchaser, 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 Parent's designees constitute a majority of the directors on the Company Board of Directors, the affirmative vote of a majority of the Independent Directors shall be required after the acceptance for payment of Shares pursuant to this Section 5.4 the Offer 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 to (the "Continuing Directors"a) 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 action by any other director of the Company, shall be required to authorize) any termination of amend or terminate this Agreement by the Company, (b) exercise or waive any amendment of the Company's rights, benefits or remedies hereunder if such exercise or waiver materially and adversely affects holders of Shares other than Parent or Purchaser, or (c) take any other action under or in connection with this Agreement requiring if such action materially and adversely affects holders of Shares other than Parent or Purchaser; provided, that if there shall be no such -------- directors, such actions may be effected by unanimous vote of the entire Company Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (a) Promptly Parent, Buyer and the Company shall use their respective reasonable best efforts (including, in the case of the Company, obtaining the necessary resignations of existing directors) to ensure that the Company Board will, upon the purchase Closing, be comprised of shares at least seven (7) directors, (i) at least five (5) of Common Stock pursuant whom may be designated in writing by Parent and Buyer (the “Buyer Directors”), in their sole discretion, as soon as reasonably practicable and in any event prior to convening the EGM, and (ii) at least two (2) of whom shall initially be current non-executive directors of the Company designated by the Company and Buyer by mutual written agreement (if and to the Offerextent that they shall agree to continue to serve on the Company Board after the Closing), and who are at all times independent from time to time thereafterParent and Buyer and at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2016; provided, Purchaser shall be entitled to designate such number of directorsthat, rounded up if and to the next whole numberextent that the current non-executive directors of the Company do not agree to serve on the Company Board after the Closing, Buyer shall (and Parent shall cause Buyer to) designate replacement directors who are at all times independent from Parent and Buyer and who at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2016, as will give Purchaser representation on promptly as reasonably practicable and in any event prior to convening the EGM (the directors so designated, “Independent Directors”). (b) Each Independent Director shall resign from, and the Company shall take such other action reasonably necessary to ensure that each such Independent Director ceases to be a director of, the Company Board of Directors equal upon the earliest to the product occur of (i) such time after the number Acceptance Time as Buyer and its Affiliates, in the aggregate, own one hundred percent (100%) of directors on the Board issued and outstanding Shares, including, for the avoidance of Directors doubt, pursuant to the Mergers and (ii) the percentage Second Step Distribution having been made and the subsequent liquidation and dissolution of the Company (the “Liquidation”) having been completed. (c) If, at any time after the Closing, an Independent Director resigns from, or otherwise ceases to be a member of the Company Board, or ceases to be independent (in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2016) from Parent or Buyer, in each case, prior to the date of resignation contemplated by Section 2.5(b), Parent shall procure that the number of shares of Common Stock purchased respective Independent Director is replaced by Merger Sub or Purchaser or any affiliate bears a new director who is independent from Parent and Buyer and at all times qualifies as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2016. (d) Parent and Buyer shall supply to the number of shares of Common Stock outstanding (the "Percentage"), and the Company shall, upon request by Purchaser, promptly 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 Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, 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 Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply to Company in writing any 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 information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1such information. (be) Following the election or appointment of Purchaser's designees pursuant to this Section 5.4 and prior In addition to the Effective Timedischarge contemplated by Section 2.4(a)(v), Buyer shall (i) at the approval first annual or extraordinary general meeting of a majority of the directors shareholders of the Company then 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 Directors to be fully and finally discharged for his or her acts of supervision; provided, that such discharge will be limited to the extent provided by general principles of Dutch law as in office who are not designated by Purchaser effect from time to time. (f) Notwithstanding any other required vote, the "Continuing Directors") affirmative vote of the Independent Directors shall also be required for approving: (i) any restructuring that would reasonably be expected to authorize (and such authorization shall constitute the authorization lead to a dilution of the Board of Directors and no other action on the part shareholdings of the CompanyMinority Shareholders, including any action other than (A) pursuant to a rights issue by the Company or any other director 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 and the Liquidation, (C) the Mergers or (D) 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 Company, shall be required Shares or voting rights attached to authorize) any termination of this Agreement the Shares held by the CompanyMinority Shareholders, but in any amendment of this Agreement requiring action by event not including (A) the Board of DirectorsAsset Sale, any extension of time for the performance of any of Second Step Distribution and the obligations Liquidation, (B) the Mergers or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of (C) the agreements or conditions contained herein for the benefit of the CompanyCompulsory Acquisition.

Directors. (a) Promptly Subject to compliance with applicable law, promptly upon the purchase of shares of Common Stock and payment for any Shares by the Purchaser pursuant to the Offer, and from time to time thereafterthereafter as Shares are acquired by the Purchaser, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company Board of Directors as is equal to the product of (i) the total number of directors on such Board (determined after giving effect to the Board of Directors and (iidirectors designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of shares of Common Stock purchased by Merger Sub or Shares which Purchaser or any affiliate of the Purchaser owns beneficially bears to the total number of shares of Common Stock outstanding (the "Percentage")Shares then outstanding. In furtherance thereof, and the Company shall, upon the request by Purchaserof Parent, promptly increase the size of the Board of Directors and/or exercise its reasonable best efforts to secure the resignations of such number of its incumbent directors as is necessary to enable PurchaserParent's designees to be elected to the Company Board of Directors and shall take all actions available to the Company to cause PurchaserParent's designees to be so elected; provided, however, that until the Effective Time. At such time, the Company shall, if requested by Parent, 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 Directors will have at least one Continuing Director. At the request of Purchaser, 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 BoardCompany Board of Directors, (ii) the each board of directors (or similar body) of each Subsidiary (as hereinafter defined) of the Company and (iii) the committees each committee (or similar body) of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(fboard. (b) of the Exchange Act. The Company shall take, at its expense, promptly take all action necessary actions required pursuant to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunder. thereunder in order to fulfill its obligations under Section 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 will supply to Company in writing and be solely responsible for any has not theretofore designated directors) such information with respect to itself the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 in order to fulfill its obligations under Section 1.3(a). Parent or the Purchaser shall supply the Company information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3 are in addition to and shall not limit any rights which 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 election of directors or otherwise. (bc) Following In the election or appointment of Purchaserevent 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 5.4 the Offer and prior to the Effective TimeTime (as hereinafter defined), the approval affirmative vote of a majority of the directors of the Company then in office who are not designated by Purchaser (the "Continuing Directors") Independent Directors shall be required to authorize (and such authorization shall constitute the authorization of the Board of Directors and no other action a) amend or terminate this Agreement on the part behalf of the Company, including (b) exercise or waive any action by any other director of the Company's rights, shall be required to authorizebenefits or remedies hereunder, (c) extend the time for performance of the Purchaser's obligations hereunder or (d) take any termination of this Agreement by the Company, any amendment of this Agreement requiring 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 entire Company Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (a) Promptly Effective upon the purchase acceptance for payment by Merger Sub of shares of Common Stock Shares pursuant to the OfferOffer (the "APPOINTMENT TIME"), and from time to time thereafter, Purchaser Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company's Board of Directors equal to that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.03) and (ii) the percentage that the number of shares of Common Stock purchased Shares owned by Parent or Merger Sub or Purchaser or any affiliate (including Shares accepted for payment) bears to the total number of shares of Common Stock outstanding (the "Percentage")Shares outstanding, and the Company shall, upon request by Purchaser, promptly 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 shall take all action reasonably necessary to enable Purchasercause Parent's designees to be elected or appointed to Company's Board of Directors, including, without limitation, increasing the number of directors, or seeking and accepting resignations of incumbent directors, or both; provided that, prior to the Effective Time, Company's Board of Directors and shall cause Purchaser's designees always have at least two members who were directors of Company prior to be so elected; providedconsummation of the Offer (each, however, that until a "CONTINUING 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 will have at least one Continuing Director. At prior to the request of PurchaserEffective Time, the Company will use its reasonable best efforts to cause such individuals designated by Purchaser to constitute the same Percentage affirmative vote of (i) each committee a majority of the BoardContinuing 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, (iib) waive any of Company's rights, benefits or remedies hereunder, (c) extend the board time for performance of directors 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 each Subsidiary the stockholders of Company (other than Parent, Merger Sub and their affiliates (iiiother than Company and its subsidiaries)), with respect to the transactions contemplated by this Agreement. (b) the committees of each such board of directors. The Company's obligations to appoint designees to the its Board of Directors shall be subject to Section 14(f) of the Exchange ActAct and Rule 14f-l promulgated thereunder. The Company shall take, at promptly take all actions required pursuant to Section 1.03 and Rule 14f-l in order to fulfill its expense, all action necessary to effect any such election, obligations under this Section 1.03 and shall include in the Schedule 14D-9 the such information with respect to Company and its officers and directors as is required by under Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser 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 Section 14(f) and Rule 14f-1. (b) Following the election or appointment of Purchaser's designees pursuant to this Section 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 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 Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (a) Promptly Effective upon the purchase acceptance for payment of shares of Common Stock any Company Shares pursuant to the OfferOffer (the “Acceptance Time”), and from time to time thereafter, Purchaser Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company Board of Directors equal to that equals the product of (ix) the total number of directors on the Company Board (giving effect to the election of Directors any additional directors pursuant to this Section), and (iiy) the percentage that the number of shares of Common Stock purchased Company Shares beneficially owned by Parent and/or Merger Sub or Purchaser or any affiliate Subsidiary (including Company Shares accepted for payment) bears to the total number of shares of Common Stock outstanding (the "Percentage")Company Shares outstanding, and the Company shall, upon request by Purchaser, promptly 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 shall take all action necessary to enable Purchaser's cause Parent’s designees to be elected or appointed to the Board Company Board, including increasing the number of Directors directors, and shall cause Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board seeking and accepting resignations of Directors will have at least one Continuing Directorincumbent directors. At the request of Purchasersuch time, the Company will use its reasonable best efforts shall, to the fullest extent permitted by Applicable Law take all action necessary to cause such individuals designated by Purchaser Parent to constitute the same Percentage number of members, rounded up to the next whole number, on (i) each committee of the Board, Company Board and (ii) the 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 appointed 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 (iiieach, a “Continuing Director”, and together, the “Continuing Directors”), provided however, that if the number of Continuing Directors shall be reduced below the number of directors as may be required by such rules and laws for any reason, the remaining Continuing Directors shall be entitled to designate persons to fill such vacancies with persons who shall be deemed Continuing Directors for purposes of this Agreement, or 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, and such persons shall be deemed Continuing Directors for purposes hereof. (b) the committees of each such board of directors. The Company's ’s obligations to appoint Parent’s designees to the Company Board of Directors shall be subject to Section 14(f) of the Exchange Act1934 Act and Rule 14f-1 promulgated thereunder. The Company shall take, at its expense, promptly take all action necessary to effect any such electionactions, and shall include in the Schedule 14D-9 such information with respect to the information required by Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderrequire in order to fulfill its obligations under this Section. Purchaser will Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (bc) Following the election or appointment of Purchaser's Parent’s designees pursuant to this Section 5.4 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 are not designated by Purchaser (the "Continuing Directors") Directors shall be required to authorize (and such authorization shall constitute the authorization of the Company 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) (i) any amendment or termination of this Agreement by the Company, (ii) any amendment decrease in or change of this Agreement requiring action by form of the Board of DirectorsMerger Consideration, (iii) any extension of time for the performance of any of the obligations of Merger Subsidiary or other acts of Purchaser or Merger SubParent hereunder, and (iv) any waiver of compliance with the performance of any of the agreements obligation or conditions contained herein action hereunder by Parent or Merger Subsidiary for the benefit of the CompanyCompany 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) Promptly upon the purchase of shares of and payment for any Company Common Stock pursuant to by Parent or any of its Subsidiaries which represents at least a majority of the Offeroutstanding Company Common Stock (on a Fully Diluted Basis), and from time to time thereafter, Purchaser 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 such Board (giving effect to the Board of Directors and (iidirectors designated by Parent pursuant to this sentence) multiplied by the percentage that the number of shares of Company Common Stock purchased by Merger Sub or Purchaser or any affiliate so accepted for payment bears to the total number of shares of Common Stock outstanding (the "Percentage")then outstanding. In furtherance thereof, and the Company shall, upon request by Purchaserof Merger Sub, promptly either increase the size of the its Board of Directors and/or exercise its reasonable best efforts to or secure the resignations resignation of such number of directors its incumbent directors, or both, as is necessary to enable PurchaserParent's designees to be so elected to the Board of Directors Company's Board, and shall take all actions available to the Company to cause PurchaserParent's designees to be so elected; provided. At such time, howeverthe Company shall, that if requested by Parent, 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's Board of Directors on each committee of the Company's Board of Directors. The Parent shall use its best efforts to cause the Company to have at least one independent director until the Effective Time, the Board of Directors will have at least including, but not limited to retaining one Continuing Director. At the request of Purchaser, 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 Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(fcurrent directors. (b) of the Exchange Act. The Company shall take, at its expense, promptly take all action necessary actions required pursuant to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder in order to fulfill its obligations under Section 2.3(a), including mailing to shareholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company's Board of Directors. Purchaser Parent or Merger Sub will supply to the Company in writing and be solely responsible for any information provided by them in writing expressly for inclusion in the information sent to Stockholders 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. (b) Following the election or appointment . The provisions of Purchaser's designees pursuant to this Section 5.4 2.3 are in addition to and prior to shall not limit any rights which 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 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 Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with 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 agreements election of directors or conditions contained herein for the benefit of the Companyotherwise.

Directors. (a) Promptly upon the purchase of shares of Common Stock acceptance for payment of, and payment for, any Shares by Merger Sub pursuant to the OfferOffer and, and from time to time thereafter, Purchaser Merger Sub shall be entitled to designate such number of directorsdirectors on the Board of Directors of the Company 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 (rounded up to the next whole number, as will give Purchaser representation on the Board of Directors ) equal to the product of (i) the total number of directors on the Board of Directors and (ii) the percentage that the number of shares of Common Stock purchased Shares owned by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage")Shares outstanding, and the Company shall, upon request by Purchaserat such time, promptly 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 Purchasercause Merger Sub's designees to be so elected or appointed to the Board of Directors and shall cause Purchaser's designees of the Company. Subject to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaserapplicable law, the Company will use its reasonable best efforts to cause such individuals designated shall take all action requested by Purchaser to constitute the same Percentage of (i) each committee of the Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in including mailing to its stockholders the Schedule 14D-9 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. Purchaser will supply , and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Merger Sub shall have provided to the Company on a timely basis in writing and all information required to be solely responsible for any information included in the Information Statement with respect to itself and its nomineesMerger Sub's designees). In connection with the foregoing, directors and affiliates required by Section 14(f) and Rule 14f-1. (b) Following the election or appointment 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 pursuant 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 5.4 and prior to 1.3, at the Effective Timerequest of Purchaser, the approval of a majority of the directors of the Company then in office who are not will use its best efforts to cause individuals designated by Purchaser (the "Continuing Directors") shall be required Merger Sub to authorize (and such authorization shall constitute the authorization of same percentage as such individuals represent on the Board of Directors and no other action on the part of the Company, including any action by any other director (x)__each committee 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 Board of Directors, any extension (y)__each board of time for the performance directors of any each Subsidiary (as defined below) of the obligations Company and (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 who are not designees nor officers, directors, employees or other acts affiliates of Purchaser or Merger Sub, and any waiver of compliance with any Sub nor officers or employees of the agreements Company or conditions contained herein Parent ("Independent Directors"), provided that if the number of Independent Directors shall be reduced below two for any reason, the benefit Board of Directors shall, subject to the approval of the remaining Independent Directors (or Independent Director, if there be only one remaining), if any, designate a person or persons to fill the vacancy or vacancies who are not designees nor officers, directors, employees or affiliates of Purchaser or Merger Sub nor officers or employees of the Company, and such persons shall be deemed to be Independent Directors for purposes of this Agreement.

Directors. (a) Promptly upon the purchase of shares of Common Stock by Purchaser pursuant to the OfferOffer or otherwise of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Purchaser representation on the Board of Directors of the Company equal to the product of (i) the number of directors on the Board of Directors of the Company and (ii) the percentage that the such number of shares of Common Stock Shares so purchased by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage")Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Board of Directors and/or exercise of the Company or use 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 provide Purchaser with such level of Directors representation and shall cause Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, the The Company will also use its reasonable best efforts to cause such individuals persons designated by Purchaser to constitute the same Percentage percentage as is on the entire Board of Directors of the Company to be on (i) each committee of the Board, Board of Directors of the Company and (ii) the board each Board of directors Directors and each committee thereof of each Subsidiary and (iii) of the committees of each such board of directorsCompany. The Company's obligations to appoint designees to the its Board of Directors shall be subject to Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder and applicable law. The At the request of Purchaser, the Company shall take, at its expense, take all action actions necessary to effect any such electionelection or appointment of Purchaser's designees, and shall include in the Schedule 14D-9 including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunderthereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Purchaser will supply to the Company in writing and be solely responsible for any all information with respect to itself themselves and its nomineestheir respective officers, directors and affiliates required by such Section 14(f) and Rule 14f-1Rule. (b) Following the election or appointment of Purchaser's designees pursuant to this Section 5.4 1.04(a) and prior to the Effective TimeTime (as defined below), the approval of a majority of the directors of the Company then in office who are not designated by Purchaser (the "Continuing Directors") and so long as there shall be required to authorize at least one Continuing Director (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 termination of this Agreement by the Companyas defined below), any amendment of this Agreement requiring action by the Board of DirectorsDirectors of the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser or Merger Sub, under this Agreement and any consent pursuant to or waiver of compliance with any of the agreements or conditions contained herein under this Agreement for the benefit of the CompanyCompany 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) Promptly upon the purchase of shares of Common Stock pursuant to the Offerof, and from time to time thereafterpayment for, Purchaser any Shares by Parent or any of its subsidiaries which represents at least a majority of the outstanding Shares (on a fully diluted basis, as defined in Section 1.1), Parent shall be entitled to designate such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company Board such that the percentage of Directors equal its designees on the Company Board (including persons previously designated by Parent or its affiliates to the product of (iCompany Board) the number of directors on the Board of Directors and (ii) shall equal the percentage that of the number of shares of Common Stock purchased outstanding Shares beneficially owned by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage")Parent and its affiliates. In furtherance thereof, and the Company shall, upon request by Purchaserof the Parent, use its best efforts promptly to cause Parent's designees to be so elected to the Company Board, and in furtherance thereof, to the extent necessary, 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 Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing DirectorCompany Board. At the request of Purchasersuch time, the Company will use its reasonable best efforts to shall also cause such individuals persons designated by Purchaser Parent to constitute at least the same Percentage percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) the each board of directors (or similar body) of each Subsidiary subsidiary of the Company and (iii) the committees each committee (or similar body) of each such board of directorsboard. The Company's obligations Notwithstanding the foregoing, until the Effective Time (as defined in Section 1.6 hereof), the Company shall use all reasonable efforts to appoint designees to the Board of Directors shall be subject to Section 14(f) have at least two members of the Exchange ActCompany Board who are neither (i) officers of Parent or the Company, nor (ii) designees, stockholders or affiliates of Parent. The Company shall take, at its expense, promptly take all action necessary actions required pursuant to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply thereunder in order to Company in writing and be solely responsible for any fulfill its obligations under this Section 1.4(a), including mailing to stockholders the information with respect to itself and its nominees, directors and affiliates required by Section 14(f) and Rule 14f-1. (b) Following the election or appointment of Purchaser's designees pursuant to this Section 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 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 Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.Section

Directors. (a) Promptly Effective upon the purchase 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 shares of Common Stock the aggregate outstanding Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to designate such the number of directors, rounded up to the next whole number, as will give Purchaser representation on the Board of Directors equal to that equals the product of (i) the total number of directors on the Board (after giving effect to the election of Directors any additional directors pursuant to this SECTION 1.3) and (ii) the percentage that the number of shares of Common Stock purchased Shares owned by Merger Sub or Purchaser or any affiliate Acquisition Sub (including Shares accepted for payment) bears to the total number of shares of Company Common Stock outstanding (the "Percentage")outstanding, and the Company shall, upon request by Purchaser, promptly 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 shall take all action necessary to enable Purchasercause the Company's designees to be elected or appointed to the Board Board, including, without limitation, increasing the number of Directors directors, or seeking and shall cause Purchaser's designees to be so elected; providedaccepting resignations of incumbent directors, however, that until the Effective Time, the Board of Directors will have at least one Continuing Directoror both. At the request of Purchasersuch times, the Company will use its reasonable best efforts to cause such individuals designated by Purchaser to constitute the same Percentage percentage as such individuals represent on the Board of (ix) each committee of the Board, (iiy) the each board of directors of each Subsidiary of the Company and (iiiz) the committees each committee of each such board of directors. board. (b) The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT") and Rule 14f-1 promulgated thereunder. The Company shall take, at promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its expense, all action necessary to effect any such election, obligations under this Section 1.3 and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply to Company in writing and be solely responsible for any such information with respect to itself the Company and its nominees, officers and directors and affiliates as is required by under Section 14(f) and Rule 14f-114f-1 to fulfill its obligations under this SECTION 1. (b) Following the election or appointment of Purchaser's designees pursuant to this Section 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 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 Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (a) Promptly upon the purchase of shares of Common Stock and payment for any Shares by Parent or Newco pursuant to the OfferOffer (provided the Shares so purchased represent at least a majority of the Shares issued and outstanding on a fully diluted basis), and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next nearest whole number, as will give Purchaser representation on the Board of Directors as is equal to the product of (i) the total number of directors on the Board (giving effect to the directors designated by Parent pursuant to this sentence and the requirements of Directors and (iiSection 1.3(b)) multiplied by the percentage that the number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate Shares so accepted for payment bears to the total number of shares Shares then issued and outstanding on a fully diluted basis. In furtherance of Common Stock outstanding (the "Percentage")Parent’s rights under this Section 1.3, and the Company shall, upon request by PurchaserParent or Newco’s request, use all reasonable efforts promptly either to increase the size of the Board of Directors and/or exercise its reasonable best efforts or to secure the resignations of such number of directors its incumbent directors, or both, as is necessary to enable Purchaser's Parent’s designees to be so elected to the Board of Directors Board, and shall take all actions available to the Company to cause Purchaser's Parent’s designees to be so elected; provided. At such time, however, that until and subject to provisions described below with respect to the composition of the Audit Committee prior to the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, the Company will use its reasonable best efforts to shall also cause such individuals persons designated by Purchaser Parent to constitute the same Percentage of have appropriate representation on (i) each committee of the Board, (ii) the each board of directors (or similar body) of each Subsidiary subsidiary and (iii) the committees each committee (or similar body) of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Actboard. The Company shall take, at its expense, promptly take all action necessary actions required pursuant to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will supply thereunder in order to Company in writing and be solely responsible for any fulfill its obligations under this Section 1.3, including mailing to stockholders (as part of the Schedule 14D-9 or otherwise) the information with respect to itself and its nominees, directors and affiliates required by such Section 14(f) and Rule 14f-114f-1 as is necessary to enable Parent’s designees to be elected to the Board (provided that Newco shall have provided to the Company on a timely basis all information required to be included with respect to Newco’s designees). The provisions of this Section 1.3 are in addition to and shall not limit any rights which Newco, 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 election of directors or otherwise. (b) Following In the election 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 who are not officers of the Company (the “Original Directors”) and at least three Original Directors shall serve on the Audit Committee of the Board such that the Audit Committee complies with all applicable requirements of the SEC and the Nasdaq Stock Market (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 shall not be officers or affiliates of Purchaser's the Company) 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 to fill such vacancies who shall not be stockholders, affiliates or associates of Parent or Newco, 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 designees pursuant are elected to this Section 5.4 and prior to the Board before the Effective Time, the approval affirmative vote of a majority of the directors of the Company then in office who are not designated by Purchaser (the "Continuing Directors") Original Directors shall be required for the Company to authorize (and such authorization shall constitute the authorization a) amend or terminate this Agreement or agree or consent to any amendment or termination of the Board of Directors and no other action on the part this Agreement, (b) exercise or waive any of the Company’s rights, including any action by benefits or remedies hereunder, or (c) take 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 Board of Directors, any extension of time for the performance of any of the obligations under or other acts of Purchaser or Merger Sub, and any waiver of compliance in connection with any of the agreements or conditions contained herein for the benefit of the Companythis Agreement.

Directors. (a) Promptly upon the purchase of shares and payment --------- for Shares by Parent or the Purchaser which represent at least a majority of Common Stock pursuant to the Offeroutstanding Shares (on a fully-diluted basis), and from time to time thereafter, Purchaser Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company Board of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors and (iigiving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of shares Shares beneficially owned by the Purchaser, Parent and any of Common Stock purchased by Merger Sub or Purchaser or any affiliate their affiliates bears to the total number of shares of Common Stock Shares then outstanding (the "Percentage"on a fully-diluted basis), and the . The Company shall, upon request by PurchaserParent's request, either take all actions necessary to promptly increase the size of the Company Board of Directors and/or exercise its reasonable best efforts to Directors, or promptly secure the resignations of such number of directors its incumbent directors, or both, as is necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause PurchaserParent's designees to be so elected; provided, however, that until elected or designated to the Effective Time, the Company's Board of Directors will have Directors, and shall take all actions necessary to cause Parent's designees to be so elected or designated at least one Continuing Directorsuch time. At the request of Purchasersuch time, the Company will use its reasonable best efforts to shall, upon Parent's request, also cause such individuals persons elected or designated by Purchaser Parent to constitute the same Percentage percentage (rounded up to the next whole number) as is on the Company Board of Directors of (i) each committee of the BoardCompany Board of Directors, (ii) the each board of directors (or similar body) of each Company Subsidiary (as defined in Section 3.2), and (iii) the committees each committee (or similar body) of each such board board, in each case only to the extent permitted by applicable law or the rules of directorsany stock exchange on which the Common Stock is listed. The Company's obligations to appoint designees to the Board of Directors under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange ActAct and Rule 14f-1 thereunder. The Company shall takepromptly take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), at its expenseincluding, all action necessary but not limited to, mailing to effect any such election, and shall include in stockholders (together with the Schedule 14D-9 14D-9) the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderas is necessary to enable Parent's designees to be elected or designated to the Company Board of Directors. Parent or the Purchaser will shall supply to the Company in writing and be solely responsible for any with information with respect to itself either of them and its their nominees, officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. Notwithstanding the provisions of this Section 1.3, the parties shall use reasonable best efforts to ensure that at least three of the members of the Company Board of Directors are, at all times before the Effective Time, directors of the Company who are members of the Board of Directors on the date hereof (the "Continuing Directors"). If, however, there are in office fewer than -------------------- three Continuing Directors for any reason, the Company Board of Directors will take all action necessary to cause a person designated by the remaining Continuing Directors to fill such vacancy, which person shall be deemed to be a Continuing Director for all purposes of this Agreement, or if no Continuing Directors then remain, the other directors of the Company then in office will designate two persons to fill such vacancies who are not officers or employees or affiliates of the Company, Parent or the Purchaser or any of their respective Subsidiaries or affiliates and such persons will be deemed to be Continuing Directors for all purposes of this Agreement. (b) Following the election or appointment of PurchaserParent's designees pursuant to this Section 5.4 1.3 and prior to until 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 Directors will be required to authorize any: (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 authorizei) any termination of this Agreement by the Company, any ; (ii) amendment of this Agreement requiring action by the Company Board of Directors, any ; (iii) extension by the Company of time for the performance of any of obligation or action hereunder by Parent or the obligations or other acts of Purchaser or Merger Sub, and any Purchaser; (iv) waiver by the Company of compliance with any of the agreements or conditions contained herein for the benefit of the CompanyCompany or its stockholders; (v) consent by the Company Board of Directors hereunder, or (vi) other action of the Company hereunder or in connection with the transactions contemplated hereby that adversely affects the holders of Shares (other than Parent and the Purchaser).

Directors. (a) Promptly upon the purchase of and payment for shares of ASARCO by Parent or any of its Subsidiaries which represent at least a majority of the outstanding shares of ASARCO Common Stock (on a fully diluted basis) pursuant to the ASARCO Offer, and from time to time thereafter, Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, as will give Purchaser representation on the ASARCO Board of Directors as is equal to the product of (i) the total number of directors on such Board (giving effect to the Board of Directors and (iidirectors designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of shares of ASARCO Common Stock purchased beneficially owned by Merger Sub or Purchaser or SubA, Parent and any affiliate other wholly-owned subsidiary of Parent bears to the total number of shares of ASARCO Common Stock outstanding (the "Percentage"), and the Company then outstanding. ASARCO shall, upon request by Purchaserof SubA, use all reasonable efforts promptly either to increase the size of the its Board of Directors and/or exercise its reasonable best efforts to or, at ASARCO's election, secure the resignations of such number of its incumbent directors as is necessary to enable PurchaserParent's designees to be so elected to the Board of Directors ASARCO Board, and shall cause PurchaserParent's designees to be so elected; provided. Notwithstanding the foregoing, however, that until the Effective Time, the ASARCO shall retain as members of its Board of Directors will have at least one Continuing Director. At two directors who are directors of ASARCO on the request date hereof (the "ASARCO Designees"); provided, that subsequent to the purchase of Purchaserand payment for shares of ASARCO Common Stock pursuant to the ASARCO Offer, the Company will use Parent shall always have its reasonable best efforts to cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee designees represent at least a majority of the Board, (ii) the board entire Board of directors of each Subsidiary and (iii) the committees of each such board of directorsDirectors. The CompanyASARCO's obligations to appoint designees to the Board of Directors under this Section 1.4(a) shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser 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 1.4(a), including mailing to shareholders 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 ASARCO Board of Directors. Parent or SubA will supply to Company in writing and be solely responsible for 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 14f-1. (b) Following From and after the election or appointment of Purchasertime, if any, that Parent's designees pursuant to constitute a majority of the ASARCO Board, any amendment of this Section 5.4 and prior to Agreement, any termination of this Agreement by ASARCO, any extension of time for performance of any of the Effective Timeobligations of Parent or SubA 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 approval action of a majority of the directors of the Company ASARCO then in office who are not designated by Purchaser (were directors of ASARCO on the "Continuing Directors") date hereof, which action shall be required deemed to authorize (and such authorization shall constitute the authorization action 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 termination of this Agreement by the Company, any amendment of this Agreement requiring action by the full Board of Directors; provided, any extension of time for the performance of any that if there shall be no such directors, such actions may be effected by majority vote of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Companyentire ASARCO Board.

Directors. (a) Promptly upon After the purchase of shares of Common Stock Purchaser accepts for payment Shares tendered and not properly withdrawn pursuant to the OfferOffer and this Agreement (the “Acceptance Time”), and from time to time at all times thereafter, Purchaser Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company Board of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors and (iigiving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of shares of Common Stock purchased Shares Beneficially Owned by Merger Sub or Parent, the Purchaser or any affiliate of their respective Affiliates bears to the total number of shares of Common Stock Shares then outstanding (including, in each case, any outstanding securities of the "Percentage"Company that are convertible or exchangeable into or exercisable for Common Shares on an as-converted basis). After the Acceptance Time, and the Company shall, upon request by PurchaserParent’s request, take all actions as are necessary or desirable to enable Parent’s designees to be so elected or designated to the Company Board, including but not limited to promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the Company Bylaws if necessary to increase the size of the Board of Directors Company Board) and/or exercise its reasonable best efforts to secure promptly securing the resignations of such number of directors as is necessary to enable Purchaser's designees to be elected to the Board of Directors its incumbent directors, and shall cause Purchaser's Parent’s designees to be so elected; provided, however, that until elected or designated at such time. After the Effective Acceptance Time, the Board of Directors will have at least one Continuing Director. At Company shall also, upon Parent’s request, cause the request of Purchaser, directors elected or designated by Parent to the Company will use its reasonable best efforts Board to cause such individuals designated by Purchaser to serve on and constitute the same Percentage percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) the each board of directors (or similar body) of each Company Subsidiary and (iii) the committees each committee (or similar body) of each such board board, in each case to the extent permitted by applicable Law and the Marketplace Rules of directorsthe 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 addition to and shall not limit any rights that Parent, the Purchaser or any of their respective Affiliates may have as a record holder or Beneficial Owner of Shares as a matter of applicable Law with respect to the election of directors or otherwise. (b) The Company's ’s obligations to appoint Parent’s designees to the Company Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(b), including mailing to stockholders (together with the Schedule 14D-9) any information required by Section 14(f) and Rule 14f-1 to enable Parent’s designees to be elected or designated to the Company Board at the time or times contemplated by this Section 1.3. Parent shall supply or cause to be supplied to the Company in writing and be solely responsible for any information with respect to itself and its nomineesParent, the Purchaser, their respective officers, directors and affiliates Affiliates and proposed designees to the Company Board required by Section 14(f) and Rule 14f-1. (bc) Following After Parent’s designees are elected or designated to, and constitute a majority of, the election or appointment of Purchaser's designees Company Board pursuant to this Section 5.4 1.3(a), and prior to the Effective Time, the approval of a majority of Company shall cause the Company Board to maintain at least three directors who are members of the Company then in office who are not designated by Purchaser Board on the date hereof (the "“Continuing Directors"”); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the Company shall take all necessary action (including creating a committee of the Company Board) so that the remaining Continuing Director or Continuing Directors shall be required entitled to authorize (elect or designate another Person that satisfies the foregoing independence requirements to fill such vacancy, 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, Person shall be required deemed to authorize) any termination be a Continuing Director for purposes of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any of the obligations Agreement. After Parent’s designees are elected or other acts of Purchaser or Merger Subdesignated to, and any waiver of compliance with any of constitute a majority of, the agreements or conditions contained herein for the benefit of the Company.Company Board pursuant to

Directors. (a) Promptly Effective upon the purchase acceptance for exchange of shares of Company Common Stock Shares pursuant to the Offer, subject to applicable Law and from time to time thereafterany listing agreement with or rules of the NYSE, Purchaser 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, as will give Purchaser representation on the Board of Directors equal to the product of (i) the number of directors on the Board of Directors and (ii) the percentage that the number of shares of Common Stock purchased by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage"), and the Company shall, upon request by Purchaser, promptly 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 Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of Purchaser, the Company will use its reasonable best efforts to cause such individuals designated by Purchaser to constitute the same Percentage of (iA) each committee of the Board, (ii) the Company board of directors and (B) each board of (managing) directors of each Subsidiary of the Company (and (iiieach committee thereof) that represents the committees of each same percentage as such individuals represent on the Company’s board of directors. , in each case subject to any limitation imposed by applicable Law (including NYSE rules). (b) The Company's ’s obligations to appoint designees to propose and recommend the Board of Directors Modification pursuant to Sections 1.5(a) and 7.1(c) shall be subject to Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder and Swiss Law, as applicable. The Company shall take, at its expense, promptly take all action necessary to effect any such electionactions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder require in order to fulfill its obligations under this Section 1.5 and Section 7.1(c), so long as Parent has timely provided to the Company in writing any information with respect to itself and its nominees, officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Purchaser will Parent shall promptly supply to the Company in writing writing, and shall be solely responsible for any information with respect to itself the accuracy and its nomineescompleteness of, directors and affiliates required by Section 14(f) and Rule 14f-1all such information. (bc) Following In the event that Parent’s designees are elected or appointed to the Company board of directors pursuant to Sections 1.5(a) and 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 Purchaser's Parent’s designees to the Company board of directors pursuant to this Section 5.4 1.5(a) and prior to until the Effective Time, or, if the approval Squeeze-Out Condition has not been satisfied as of a majority immediately prior to the Acceptance Time, until the earlier of the directors second anniversary of the Company then in office who are not designated by Purchaser (Acceptance Time and the "Continuing Directors") shall be required to authorize (and such authorization shall constitute the authorization completion of the Board of Directors and no other action on the part of the CompanySqueeze-Out Merger, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of DirectorsAgreement, any extension of time for the performance of any of the obligations obligation or other acts of Purchaser action hereunder by Parent or Merger Bid Sub, and 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 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 this Agreement.

Directors. (a) Promptly upon following the purchase acceptance for payment by Merger Sub pursuant to the Offer of such number of shares of Company Common Stock pursuant to which represents at least a majority of the Offeroutstanding shares of Company Common Stock (on a Fully Diluted Basis), and from time to time thereafterthereafter (the "Appointment Time"), Purchaser Parent shall be entitled to designate such number of directors, rounded up to the next whole number, number as will give Purchaser Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to the product of (ix) the number of directors on the Board of Directors of the Company (giving effect to any increase in the number of directors pursuant to this Section 1.4) and (iiy) the percentage that the such number of shares of Common Stock Shares so purchased by Merger Sub or Purchaser or any affiliate bears to the aggregate number of shares of Common Stock Shares then outstanding (such number being, the "Board Percentage"), and the Company shall, upon request shall promptly satisfy the Board Percentage by Purchaser, promptly increase (i) increasing the size of the Board of Directors and/or exercise of the Company or (ii) using its reasonable best efforts to secure the resignations of such number of directors as is necessary to enable PurchaserParent's designees to be elected to the Board of Directors of the Company and shall cause PurchaserParent's designees promptly to be so elected; provided, however, that until the Effective Time, the Board of Directors will have at least one Continuing Director. At the request of PurchaserParent, 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 Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directors. The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its the Company's expense, all lawful action necessary to effect any such election, and shall include in the Schedule 14D-9 including, without limitation, mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, unless such information has previously been provided to the Company's stockholders in the Schedule 14D-9. Purchaser Parent will supply to the Company in writing 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 14(f) 14A and Rule 14f-1.14-f-1 (b) Following the election or appointment of PurchaserParent's designees pursuant to this Section 5.4 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, (ii) extension for the approval performance or waiver of the obligations or other acts of Parent or Merger Sub, or (iii) waiver of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who are not designated by Purchaser (the "Continuing Directors". The term "Continuing Director" shall mean (i) shall be required to authorize (and such authorization shall constitute the authorization each member of the Board of Directors and no other action of the Company on the part date hereof and (ii) any successor to any Continuing Director that was recommended to succeed such Continuing Director by a majority of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by Continuing Directors then on the Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (a) Promptly upon the purchase of and payment for Shares by Parent or any of its subsidiaries which represent at least a majority of the outstanding shares of Company Common Stock pursuant to the Offer(on a fully diluted basis), and from time to time thereafter, Purchaser 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 such Board (giving effect to the Board of Directors and (iidirectors designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by the Purchaser, Parent and any of their affiliates bears 7 to the total number of shares of Company Common Stock purchased by Merger Sub or Purchaser or any affiliate bears to the number of shares of Common Stock outstanding (the "Percentage"), and the then outstanding. The Company shall, upon request by of the Purchaser, use its best efforts promptly either to increase the size of the its Board of Directors and/or exercise its reasonable best efforts (which, pursuant to the Company's Articles of Incorporation, has a maximum number of 15 directors) or, at the Company's election, secure the resignations of such number of its incumbent directors as is necessary to enable PurchaserParent's designees to be so elected to the Board of Directors Company's Board, and shall cause PurchaserParent's designees to be so elected. Notwithstanding the foregoing, until the Effective Time (as defined in Section 1.5 hereof), the Company shall retain as members of its Board of Directors at least two directors who are directors of the Company on the date hereof (the "Company Designees"); provided, howeverthat subsequent to the purchase of and payment for Shares pursuant to the Offer, that until Parent shall always have its designees represent at least a majority of the Effective Time, the entire Board of Directors will have at least one Continuing Director. At the request of Purchaser, 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 Board, (ii) the board of directors of each Subsidiary and (iii) the committees of each such board of directorsDirectors. The Company's obligations to appoint designees to the Board of Directors under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the 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 to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to shareholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company's Board of Directors. Parent or the Purchaser will supply to the 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. (b) Following From and after the election or appointment of Purchasertime, if any, that Parent's designees pursuant to constitute a majority of the Company's Board of Directors, any amendment of this Section 5.4 and prior to Agreement, any termination of this Agreement by the Effective TimeCompany, any extension of time for performance of any of the approval obligations of Parent or the 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 are not designated by Purchaser (were directors of the "Continuing Directors") Company on the date hereof, which action shall be required deemed to authorize (and such authorization shall constitute the authorization action of the full Board of Directors; provided, that if there shall be no such directors, such actions may be effected by unanimous vote of the entire Board of Directors and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (a) Promptly Effective upon the purchase acceptance for payment of shares of Common Stock any Shares pursuant to the Offer, and from time to time thereafter, Purchaser Parent shall be entitled to designate such the number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company's Board of Directors equal to that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Common Stock purchased Shares beneficially owned by Parent and/or Merger Sub or Purchaser or any affiliate Subsidiary (including Shares accepted for payment) bears to the total number of shares of Common Stock Shares outstanding (such directors to be allocated as evenly as possible among each of the "Percentage"), classes of directors of the Company) and the Company shall, upon request by Purchaser, promptly 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 shall take all action necessary to enable Purchasercause Parent's designees to be elected or appointed to the Company's Board of Directors Directors, including increasing the number of directors or seeking and shall cause Purchaseraccepting resignations of incumbent directors. Parent's designees to be so elected; provided, however, that until shall serve as evenly as possible among the Effective Time, classes of the Company's Board of Directors will have at least one Continuing DirectorDirectors. At the request of Purchasersuch time, the Company will also use its reasonable best efforts to cause such individuals designated by Purchaser Parent to constitute the same Percentage number of members, rounded up to the next whole number, on (i) each committee of the Board, Board and (ii) the each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Board of Directors of the Company. (iiib) 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 Act1934 Act and Rule 14f-1 promulgated thereunder. The Company shall take, at its expense, promptly take all action necessary to effect any such electionactions, and shall include in the Schedule 14D-9 such information with respect to the information required by Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderrequire in order to fulfill its obligations under this Section. Purchaser will Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (bc) Following the election or appointment of PurchaserParent's designees pursuant to this Section 5.4 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 are were not designated by Purchaser (the "Continuing Directors") 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 amendment of this Agreement requiring action by the Board of Directors, any extension of time for the performance of any of the obligations obligation or other acts of Purchaser action hereunder by Parent or Merger SubSubsidiary, and 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 in connection with this Agreement or the transactions contemplated hereby.

Directors. (a) Promptly Effective upon the purchase acceptance for payment and payment (as evidenced by delivery of cash sufficient to pay the Offer Price with respect to each share of Company Common Stock tendered to the Exchange Agent with irrevocable instructions to pay to tendering shareholders in accordance with this Agreement) by Offeror of shares of Common Stock pursuant to the OfferOffer such that Offeror shall own at least 66 2/3% of the Fully Diluted Shares, and from time to time thereafter, Purchaser the Offeror shall be entitled to designate such the number of directorsDirectors, rounded up to the next whole number, as will give Purchaser representation on the Company's Board of Directors equal to that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Company Common Stock purchased owned by Merger Sub or Purchaser or any affiliate Offeror (including shares of Company Common Stock accepted for payment and paid for) bears to the total number of shares of Common Stock outstanding (the "Percentage"), Fully Diluted Shares and the Company shall, upon request by Purchaser, promptly 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 shall take all action necessary to enable Purchasercause Offeror's designees to be elected or appointed to Company's Board of Directors, including, without limitation, increasing the number of directors (to the Board extent permitted under Article 2.34(C) of Directors the TBCA), and shall cause Purchaser's designees to be so elected; provided, however, that until the Effective Time, the Board seeking and accepting resignations of Directors will have at least one Continuing Directorincumbent directors. At the request of Purchasersuch times, the Company will use its reasonable best efforts to cause such individuals designated by Purchaser Offeror to constitute the same Percentage percentage as such individuals represent on Company's Board of Directors of (ix) each committee of the Boardsuch Board (other than any committee of such Board established to take action under this Agreement), (iiy) each Board of Directors (a) are in addition to and shall not limit any rights which Buyer, MergerCo or any of their affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the board election of directors of each Subsidiary and or otherwise. (iiib) the committees of each such board of directors. The Company's obligations to appoint designees of Offeror to the Company's Board of Directors shall be subject to Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder. The Subject to applicable law, Company shall take, at its expense, promptly take all action requested by Offeror necessary to effect any such election, and shall include in including mailing to its shareholders the Schedule 14D-9 information statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Offeror shall have provided to Company on a timely basis all information required to be included in such information statement with respect to Offeror's designees). Purchaser Offeror 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 Section 14(f) and Rule 14f-1. (b) Following the election or appointment of Purchaser's designees pursuant to this Section 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 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 Board of Directors, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (a) Promptly upon the purchase of shares and payment --------- for any Shares by Parent or the Purchaser which represents at least a majority of Common Stock pursuant to the Offeroutstanding Shares (on a fully-diluted basis), and from time to time thereafter, Purchaser Parent shall be entitled to elect or designate such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company Board of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors and (iigiving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of shares Shares owned by the Purchaser, Parent and any of Common Stock purchased by Merger Sub or Purchaser or any affiliate their affiliates bears to the total number of shares of Common Stock outstanding (the "Percentage"), and the Shares then outstanding. The Company shall, upon request by PurchaserParent's request, use its reasonable efforts either to promptly increase the size of the Company Board of Directors and/or exercise its reasonable best efforts 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 directors its incumbent directors, or both, as is necessary to enable Purchaser's designees to be elected to the Board of Directors and shall cause PurchaserParent's designees to be so elected; provided, however, that until elected or designated to the Effective Time, the Company's Board of Directors will have Directors, and shall use its reasonable efforts to cause Parent's designees to be so elected or designated at least one Continuing Directorsuch time. At the request of Purchasersuch time, the Company will use its reasonable best efforts to shall, upon Parent's request, also cause such individuals persons elected or designated by Purchaser Parent to constitute the same Percentage percentage (rounded up to the next whole number) as is on the Company Board of Directors of (i) each committee of the BoardCompany Board of Directors, (ii) the each board of directors (or similar body) of each Company Subsidiary (as defined in Section 3.2), and (iii) the committees each committee (or similar body) of each such board board, in each case only to the extent permitted by applicable law or the rules of directorsany stock exchange on which the Company Common Stock is listed. The Company's obligations to appoint designees to the Board of Directors under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by 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 1.3(a), including, but not limited to, mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected or designated to the Company Board of Directors. Parent or the Purchaser will shall supply to the Company in writing and be solely responsible for any with information with respect to itself either of them and its their nominees, officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of 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 election of directors or otherwise. (b) Following In the election or appointment of Purchaserevent 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 5.4 the Offer and prior to the Effective Time, then the approval affirmative vote of a majority of the directors Independent Directors (or if only one exists, then the vote of the Company then in office who are not designated by Purchaser (the "Continuing Directors"such Independent Director) 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 action by any other director of the Company, shall be required to authorizei) any termination of amend or terminate this Agreement by the Company, (ii) exercise or waive any amendment of the Company's rights, benefits or remedies hereunder, if such action would materially and adversely affect holders of Shares other than Parent or Purchaser, (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 requiring 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, any extension of time for the performance of any of the obligations or other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.