Common use of Directors Clause in Contracts

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise. (c) Following the election or appointment of Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.

Directors. (a) Promptly Effective upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than for Shares by Offeror pursuant to the Offer such that Offeror shall own at least a majority of the issued Shares and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant from time to the Offertime thereafter, Parent shall be entitled to designate for appointment or election up to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that equals the percentage product of its designees (i) the total number of directors on the Board shall equal of Directors (giving effect to any increase in the number of directors pursuant to this Section 1.3) multiplied by (ii) the percentage that the number of the outstanding shares of Company Common Stock Shares owned of record by Parent and each Sub bears to the total number of its direct or indirect Subsidiaries. In furtherance thereofShares outstanding on a primary basis, and the Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer to be on elected or appointed to the Board of Directors) to be so appointed or elected to , including, without limitation, increasing the Company's Board, and in furtherance thereof, to number of directors and/or securing the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation resignations of such number of its current incumbent directors as is necessary to give effect enable Parent's designees to be elected to the foregoing provisionBoard of Directors and to cause Parent's designees to be so elected. At such timetimes, the Company shall also, upon the request of Parent, will use its reasonable best efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is such individuals represent on the Company's Board of Directors of (x) each committee of the Company's Board of Directors, (y) each board of directors of each Subsidiary (as defined below) of the Company and (z) each committee of each such board. Notwithstanding the foregoing, until the Effective TimeTime (as defined in Section 2.3 of this Agreement), the Company shall use its best efforts to ensure that not less than two persons who are directors on the date hereof shall remain as members of the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Continuing Directors"); provided) until the Effective Time. In the event there is only one Continuing Director, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent such Continuing Director shall have failed the right to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Companyreasonably acceptable to Offeror, Parent or any of their respective Subsidiaries (any such person being referred to herein as become a "Qualified Person"), willing to serve as an Independent Continuing Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for . For purposes of this Agreement, "Subsidiary" means any corporation or if no Independent Directors then remain, the other directors shall be required entity of which securities or other ownership interests having ordinary voting power to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) elect a majority of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election board of directors or otherwise. (c) Following the election other persons performing similar functions are directly or appointment of Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other action indirectly owned by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated herebyor Parent, as applicable.

Directors. (a) Promptly Effective upon the purchase acceptance for payment by Sub of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding any shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the OfferStock, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directorsmembers, rounded up to the next whole number, on the Company's Board of Directors such that equals the product of (i) the total number of members of the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section 6.6) and (ii) the percentage that the percentage number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned accepted for payment by Purchaser bears to the total number of record by Parent shares of Company Common Stock outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's BoardBoard of Directors, including, without limitation, increasing the number of directors, and in furtherance thereof, to the extent necessary, increase the size seeking and accepting resignations of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisionincumbent directors. At such timetimes, the Company shall also, upon the request of Parent, will use its all reasonable efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is such individuals represent on the Company's Board of Directors of or each committee of the Company's Board (other than any committee of Directorsthe Board established to take action under this Agreement), and, if requested by Parent, each board of directors of each Subsidiary and each committee of each such board. Notwithstanding the foregoing, until such time as Parent acquires a majority of such outstanding shares of Company Common Stock on a fully-diluted basis (determined as set forth in Exhibit A to this Agreement), the Effective Time, Company shall use all reasonable efforts to ensure that all of the members of the Board of Directors and such boards and committees as of the date hereof who are not employees of the Company shall have at least two directors who are directors remain members of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, boards and such persons shall be deemed to be Independent Directors for purposes of this Agreementcommittees. (b) The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 2.3(a), including mailing 6.6 and shall include in the Schedule 14D-9 such information with respect to stockholders the information Company and its officers and directors as is required by such under Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's its obligations under this Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder6.6. Parent or Merger Sub shall will supply to the Company in writing, writing and be solely responsible for, for any information with respect to either of them itself and their its nominees, officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise14f-1. (c) Following the election or appointment of Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.

Directors. (a) Promptly Effective upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority satisfaction of the issued Minimum Condition and outstanding the acceptance for payment of any shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board Company’s board of Directors such directors that equals the percentage product of its designees (i) the total number of directors on the Board shall equal Company’s board of directors (giving effect to the percentage election of any additional directors pursuant to this Section) and (ii) a fraction whose numerator is the outstanding aggregate number of shares of Company Common Stock the beneficially owned of record by Parent or Acquisition Sub (including shares of Company Common Stock accepted for payment pursuant to the Offer), and each whose denominator is the total number of its direct or indirect Subsidiaries. In furtherance thereofshares of Company Common Stock then outstanding, and the Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action necessary to cause Parent's ’s designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's Board’s board of directors, including increasing the number of directors, and in furtherance thereof, to the extent necessary, increase the size seeking and accepting resignations of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisionincumbent directors. At such time, to the extent requested by Parent, the Company shall also, upon the request of Parent, will also use its reasonable best efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (number of members, rounded up to the next whole number, on (i) as is on the Company's Board of Directors of each committee of the Company's Board ’s board of Directorsdirectors and (ii) each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as individuals designated by Parent represent on the board of directors of the Company. Notwithstanding the foregoing, until the Effective Timeprovisions of this Section 1.3, the Board of Directors of the Company parties hereto shall have use their respective commercially reasonable efforts to cause at least two directors of the members of the Company’s board of directors, at all times prior to the Effective Time (as hereinafter defined), to be individuals who are were directors of the Company and were not officers or employees of the Company or any of its Subsidiaries on the date of this Agreement and who are not officers of the Company hereof (the "Independent “Continuing Directors"”); provided, however, that (x) notwithstanding if at any time prior to the foregoingEffective Time there shall be in office only one Continuing Director for any reason, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board ’s board of Directors unless Parent directors shall have failed to designate cause a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, person who is not an officer or Affiliate employee of the Company, Parent Company or any of their respective its Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such designated by the remaining Independent Continuing Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, vacancy (and such designated Qualified Person person shall be deemed to be an Independent a Continuing Director for all purposes of this Agreement), or and if at any time prior to the Effective Time no Independent Continuing Directors then remain, the other directors of the Company then in office shall be required use reasonable efforts to designate two Qualified Persons persons to fill such vacanciesvacancies who are not officers or employees or affiliates of the Company, its Subsidiaries, Parent or Acquisition Sub or any of their respective affiliates (and such persons shall be deemed to be Independent Continuing Directors for all purposes of this Agreement). (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's ’s obligations to appoint Parent's ’s designees to the Company's Board ’s board of Directors directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub The Company shall supply the Company in writingpromptly take all actions, and be solely responsible for, any shall include in the Schedule 14D-9 such information with respect to either the Company and its officers and directors, as Section 14(f) and Rule 14f-1 of them the Exchange Act require in order to fulfill its obligations under this Section, so long as Parent shall have provided to the Company on a timely basis the information with respect to Parent and their its nominees, officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with of the appointment or election of any of Parent's designees under Section 2.3(a)Exchange Act. The provisions of this Section 2.3(a) 1.3 are in addition to and shall not limit any rights that Merger which Acquisition Sub, Parent or any of their Affiliates 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 election of directors or otherwise. (c) Following the election or appointment of Parent's ’s designees pursuant to Section 2.3(a)1.3(a) and until the Effective Time, the approval by affirmative vote or written consent of all a majority of the Independent Continuing Directors then in office (or, or if there shall only be only one Independent Director then in officeone, the Independent of a Continuing Director) , shall be required to authorize (and such authorization shall constitute the authorization of the Company's Board ’s board of Directors, directors and no other action on the part of the Company, including any action by any committee thereof or any other director of the Company, shall, unless otherwise required by law, shall be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any amendment of this Agreement requiring action by the Company’s board of directors, any extension of time for performance of any obligation or action hereunder by Parent or Merger SubAcquisition Sub requiring the consent of the Company, (iii) any waiver or exercise of compliance by the Company of any of the agreements or conditions contained herein for the benefit of the Company's rights, benefits any required or remedies under this Agreement, permitted consent or (iv) approval action by the board of directors of the Company hereunder and any other action by of the Company hereunder which could adversely affect affects the interests holders of the Stockholders shares of Company Common Stock (other than Parent and Merger or Acquisition Sub) with respect to ); provided, that, if for any reason there shall be no Continuing Directors, such actions may be effected by majority vote of the transactions contemplated herebyentire board of directors of the Company.

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of by Purchaser for the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares tendered pursuant to the OfferOffer in accordance with the terms of this Agreement, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, directors on the Board of Directors of the Company, rounded to the nearest whole number, as will give Purchaser representation on such that Board equal to at least the number of directors which equals the product of the total number of the directors on such Board (after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that such number of its designees on Shares owned and paid for by the Board shall equal Purchaser or an Affiliate of Purchaser bears to the percentage number of Shares outstanding. Promptly after consummation of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereofOffer, the Company shall, upon request of Merger SubParent, use its reasonable best efforts promptly either to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain of the resignation Company or, at the Company's election, secure the resignations of such number of its current incumbent directors as is necessary to give effect enable Parent's designees to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts be so elected or appointed to cause the 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 Board, and shall cause Parent's designees to be so elected or appointed (the date of Directors of each committee of such election or appointment being the Company's Board of Directors"Appointment Date"). Notwithstanding the foregoing, until the Effective TimeTime (as defined in Section 2.3 hereof), the Company and Parent shall use all reasonable best efforts to retain as members of the Company's Board of Directors of the Company shall have at least two three directors who are directors of the Company on the date of this Agreement hereof and who are not officers representatives of the Company Parent (the "Independent Directors"); provided, however, provided that (x) notwithstanding subsequent to the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting purchase of and payment for not less than a majority of the Company's Board of Directors unless outstanding Shares pursuant to the Offer, Parent shall always have failed to designate a sufficient number of Persons to constitute its designees represent at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors entire Board of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, . As used in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no the term "Independent Directors then remain, the other directors Directors" shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes initially mean each of this AgreementMs. ▇▇▇▇▇▇ ▇. (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 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise. (c) Following the election or appointment of Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis for any Shares pursuant to this Agreement by Parent or any of its direct or indirect Subsidiaries pursuant to subsidiaries which represents at least a majority of the Offeroutstanding Shares (on a fully diluted basis), Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the percentage that the percentage number of its designees on Shares so accepted for payment bears to the Board shall equal the percentage total number of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect SubsidiariesShares then outstanding. In furtherance thereof, the Company shall, upon request of Merger Subthe Purchaser, use its reasonable best efforts promptly either to cause 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 Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, shall take all actions available to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts Company to obtain the resignation of such number of its current directors as is necessary cause Parent's designees to give effect to the foregoing provisionbe so elected. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to also cause the Persons persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary (as defined in Section 3.1) of the Company and (iii) each committee (or similar body) of each such board. Notwithstanding the foregoing, after such purchase and payment until the Effective TimeTime (as defined in Section 1.5 hereof), the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement use all reasonable efforts to have at least two Independent Directors result in Parent's designees constituting less than a majority members of the Company's Board of Directors unless who are neither officers of Parent nor designees, shareholders or affiliates of Parent and Parent and Purchaser shall have failed take no action to designate a sufficient number of Persons to constitute at least a majority and (y) if prevent or inhibit the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) foregoing. 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 this Section 2.3(a1.3(a), including mailing to stockholders shareholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint enable Parent's designees to be elected to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderDirectors. Parent or Merger Sub shall the Purchaser will supply the Company in writing, and be solely responsible for, any information with respect to either of them and their nominees, officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a)14f-1. The provisions of this Section 2.3(a1.3(a) are in addition to and shall not limit any rights that Merger Subwhich the Purchaser, Parent or any of their Affiliates affiliates may have as a holder or beneficial owner of shares of Company Common Stock Shares as a matter of law with respect to the election of directors or otherwise. (cb) Following From and after the election or appointment of time, if any, that Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) shall be required to authorize (and such authorization shall constitute the authorization a majority of the Company's Board of Directors, and no other action on the part any amendment of the Company, including any action by any committee thereof or any other director Restated Articles of Incorporation of the CompanyCompany (the "Articles of Incorporation") or the Amended and Restated Bylaws of the Company (the "Bylaws"), shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or of this Agreement, any termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by of the obligations of Parent or Merger Subthe Purchaser hereunder, (iii) any waiver or exercise of any condition for the benefit of the Company, any waiver of any of the Company's rights, benefits rights hereunder or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated herebyby this Agreement which materially adversely affects the interests of the shareholders of the Company may not be effected without the action of a majority of the directors of the Company then in office who were not officers of Parent or designees, shareholders or affiliates of Parent; provided, that if there shall be no such directors, such actions may be effected by majority vote of the entire Board of Directors of the Company.

Directors. (a) Promptly upon the purchase The number of and payment for, and as long as Parent directly or indirectly owns, not less than a majority directors of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent Surviving Corporation shall be entitled to designate for appointment or election to ten, of which six shall be named by EVI and four shall be named by the Company's then existing Board . (b) The directors to be named by the Company shall be determined within 21 days of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on date hereof by the Board of Directors of the Company from the current Board of Directors of the Company. One of such that directors shall be Thom▇▇ ▇. ▇▇▇▇▇, ▇▇. ▇▇ the percentage Company does not notify EVI of its designees on the Board within such 21 day period, EVI (c) The directors to be named by EVI shall equal the percentage be determined within 21 days of the outstanding shares of Company Common Stock owned of record date hereof by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of DirectorsDirectors of EVI from the current Board of Directors of EVI. One of such directors shall be Bern▇▇▇ ▇. ▇▇▇oc-Dann▇▇. ▇▇, prior to the Effective Time of the Merger, any of EVI's designees to the Board of Directors of the Surviving Corporation as so selected shall decline or be unable to serve as a director of the Surviving Corporation, the Board of Directors of EVI shall designate another person to serve in such person's stead. (d) The directors to be so appointed named by the Company shall be from the existing directors of the Company shall be required to be approved by EVI. The directors of the Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation from the Effective Time of the Merger until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. (e) Subject to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size fiduciary duties of the Board of Directors or use its reasonable efforts to obtain of the resignation Surviving Corporation, and the willingness of such number of its current persons to serve as directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until the Effective TimeSurviving Corporation, the Board of Directors of the Company Surviving Corporation shall have submit as nominees for election to the Board of Directors of the Surviving Corporation at least two directors who are the Annual Meeting of Stockholders of the Surviving Corporation to be held in 1999 and 2000 the initial directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two Surviving Corporation as provided for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementherein. (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 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise. (c) Following the election or appointment of Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.

Directors. (a) Promptly Buyer and the Company, including the Company Board and each of the directors, shall use their respective best efforts, including through their (vote in favor of any) nomination or appointment of any person to the Company Board and their (vote in favor of any) resignation from the Company Board, to ensure that the Company Board will, upon the purchase Closing, be composed of seven (7) directors, five (5) of which will be designated by Buyer (the “Buyer Directors”) in writing, in its sole discretion, as soon as reasonably practicable and payment forin any event prior to convening the EGM, and two (2) of whom will be current non-executive directors of the Company, and at all times independent from Buyer (the “Independent Directors”). The initial Independent Directors will be mutually agreed upon by Buyer and the Company. (b) Each Independent Director shall resign from, and the Company shall take such other action necessary to ensure that each such Independent Director ceases to be a director of, the Company Board upon the earliest of (i) such time after the Acceptance Time as long as Parent directly or indirectly owns, not less than a majority Buyer owns one hundred percent (100%) of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to Shares, (ii) the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage Second Step Distribution being paid in full and (iii) completion of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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 liquidation of the Company's . (c) If an Independent Director resigns from, or otherwise ceases to be a member of the, Company Board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on prior to the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directorsresignation contemplated by Section 2.05(b), then Buyer shall procure that the number of Independent Directors required hereunder shall be one, unless the remaining respective Independent Director will be replaced by a new director that is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementindependent from Buyer. (bd) 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 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub Buyer shall supply to the Company in writingwriting any information regarding the Buyer Directors as required by applicable Laws in connection with the appointment of the Buyer Directors to the Company Board and the EGM, and be solely responsible for, for any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwiseinformation. (ce) Following In addition to the election or appointment of Parent's designees pursuant to discharge contemplated by Section 2.3(a2.04(a)(iv), Buyer shall (i) at the approval by first annual general meeting of the Company 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 general meeting of the Company held after the resignation of an Independent Director, cause such Independent Director to be fully and finally discharged for his or her acts of supervision; provided that Buyer shall not be required to cause the discharge of any director for acts as a result of fraud (bedrog), gross negligence (grove ▇▇▇▇▇▇), or willful misconduct (opzet) of such director. (f) Notwithstanding any other required vote, the affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) shall will also 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) for approving: (i) any amendment or termination restructuring that could reasonably be expected to lead to a dilution of this Agreement the shareholdings of the Minority Shareholders, other than (A) pursuant to a rights issue by the CompanyCompany or any other share issue where the Minority Shareholders have been offered an opportunity to subscribe pro rata in accordance with their then existing shareholding in the Company (voorkeursrecht), (B) the Asset Sale and Second Step Distribution or (C) the Compulsory Acquisition; and (ii) any extension other form of time for performance of any obligation unequal treatment that prejudices or action hereunder by Parent could reasonably be expected to prejudice or Merger Sub, (iii) any waiver or exercise of any negatively affect the value of the Company's rightsShares or voting rights attached to the Shares held by the Minority Shareholders, benefits or remedies under this Agreement, but in any event not including (A) the Asset Sale and Second Step Distribution or (ivB) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated herebyCompulsory Acquisition.

Directors. (a) Promptly Subject to compliance with the DGCL, the Company's Certificate of Incorporation and other applicable law, promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than by the Purchaser for Shares purchased pursuant to the Offer constituting at least a majority of the issued outstanding Shares, and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant from time to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereoftime thereafter, the Company shall, upon request of Merger SubParent, use its reasonable efforts promptly take all actions necessary to cause the Board to include a number of Parent's designees (and any replacement such that Parent's designees in the event that any designee shall no longer be on constitute a percentage of the Board of Directors) to be so appointed or elected as nearly equal as practicable to the Company's percentage of the outstanding Shares beneficially owned by Parent (which shall be at least a majority of the Board, and in furtherance thereof, to ). Such necessary actions may include accepting the extent necessary, increase resignations of those incumbent directors designated by the Company or increasing the size of the Board of Directors or use its reasonable efforts and causing Parent's designees to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors")be elected; provided, however, that (x) notwithstanding the foregoingCompany shall use its reasonable best effort to comply with the foregoing without increasing the size of the Board above twelve members; and provided, in no event further, that Parent agrees that the Company may retain, and the Parent shall the requirement cause to have be retained, at least two Independent Directors result three incumbent directors on the Board prior to the Effective Time (as hereinafter defined). If any of the incumbent directors become unavailable or unwilling to serve for any reason, Parent shall cause such vacancy or vacancies to be promptly filled by other incumbent directors willing to serve in Parentsuch capacity, or their designees. The date on which Purchaser's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing Board is herein referred to as the "Control Date." Upon written request by the Purchaser, the Company will use its reasonable best efforts to cause the designees of the Purchaser to constitute a percentage as nearly equal as practicable to the percentage of representation on the Board of Directors after giving effect to this Section 1.3 on (i) each committee of the Board of Directors; (ii) the board of directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate each subsidiary of the Company, Parent or any ; and (iii) each committee of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes subsidiaries' boards of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementdirectors. (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 In satisfying its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors Board, the Company shall be subject to compliance comply with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, if applicable. Parent or Merger Sub The Company shall supply 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 Company in writing, and be solely responsible for, any Schedule l4D-9 such information with respect to either of them the Company and their nominees, 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 complete and accurate information with respect to itself and its officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwiseRule. (c) Following the election or appointment of Parent's designees pursuant to this Section 2.3(a)1.3 and prior to the Effective Time, the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the CompanyCompany or the Board, (ii) any extension by the Company or the Board of the time for the performance of any obligation of the obligations or action hereunder by other acts of Parent or Merger Sub, (iii) any the Purchaser or waiver or exercise of any of the Company's rights, benefits or remedies under this Agreementrights hereunder, or (iv) any consent, approval or recommendation of any other action by the Company which could adversely affect or Board required hereunder, will (if there are any then serving directors not affiliated with or designated by Parent) require the interests concurrence of, and shall be effective if and only if approved by, a majority of the Stockholders (other than directors of the Company then in office who are not affiliated with Parent and Merger Sub) with respect to the transactions contemplated herebywere not designated by Parent.

Directors. (a) Promptly Subject to compliance with applicable Laws, promptly upon the purchase acceptance for payment of and payment for, and such number of Shares as long as Parent directly or indirectly owns, not less than represents at least a majority of the issued and then-outstanding shares of Company Common Stock Shares (determined on a fully diluted basis by Parent or any as of its direct or indirect Subsidiaries immediately following the Acceptance Time) pursuant to the OfferOffer (the “Acceptance Time”) and from time to time thereafter, Parent shall be entitled to elect or designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of Directors such the total number of directors on the Company Board (giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of its designees Shares beneficially owned by Parent, the Purchaser or any of their respective Affiliates bears to the total number of Shares then outstanding; provided, however, Parent shall be entitled to designate at least a majority of the directors on the Company Board shall equal (as long as Parent, the percentage Purchaser and their Affiliates beneficially own a majority of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereofShares); provided, further, that prior to the Effective Time, the Company shallBoard shall always have at least two (2) members who are not officers, upon request directors, employees or designees of Merger SubParent or the Purchaser or any of their Affiliates (“Purchaser Insiders”). If the number of directors who are not Purchaser Insiders is reduced below two (2) prior to the Effective Time, use its reasonable efforts promptly the remaining director who is not a Purchaser Insider shall be entitled to designate a Person to fill such vacancy who is not a Purchaser Insider and who shall be a director not deemed to be a Purchaser Insider for all purposes of this Agreement, and the Company shall cause Parent's designees (and any replacement designees in such designee to be appointed to the event that any designee shall no longer be Company Board. If, notwithstanding compliance with the foregoing provisions, the number of directors who are not Purchaser Insiders is reduced to zero, then the other directors on the Company Board shall designate and appoint to the Company Board two (2) directors who are not officers, directors, employees or otherwise affiliated with the Purchaser or Parent (other than as a result of Directors) such designation). After the Acceptance Time, the Company shall take all actions as are necessary to enable Parent’s designees to be so appointed elected or elected designated to the Company's BoardCompany Board (including, and in furtherance thereof, to the extent if necessary, increase seeking the resignations of one or more existing directors or increasing the size of the Company Board of Directors or both) in compliance with applicable Law. The Company shall use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its commercially reasonable efforts to cause the Persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is Persons designated by Parent on the Company's Company Board of Directors of (i) each committee of the Company's Board Company Board, (ii) each board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board directors (or other similar body) of Directors each Company Subsidiary and (iii) each committee of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoingeach such board, in no event shall each case only to the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementextent permitted by applicable Law. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 2.3(a), including mailing to stockholders the 2.3 and shall include any information required by such to be disclosed under Section 14(f) and Rule 14f-1 (which in the Schedule 14D-9. Parent shall supply or cause to be supplied to the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them and Parent, the Purchaser, their nominees, respective officers, directors and Affiliates affiliates and proposed designees to the Company Board required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise14f-1. (c) Following the election or appointment of Parent's ’s designees pursuant to this Section 2.3(a)2.3 and prior to the Effective Time, the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension by the Company of the time for the performance of any obligation of the obligations or action hereunder by other acts of Parent or Merger Sub, the Purchaser hereunder and (iii) any waiver or exercise enforcement of any of the Company's rights, benefits ’s rights or remedies under this Agreementany of the obligations of Parent or the Purchaser hereunder will require the consent of, or (iv) approval be taken at the direction of, a majority of any other action by the directors of the Company which could adversely affect then in office who are not Purchaser Insiders (or the interests approval or direction of the Stockholders sole director if there shall only be one (other than Parent 1) director then in office who is not a Purchaser Insider). Following the election or appointment of Parent’s designees pursuant to this Section 2.3 and Merger Sub) prior to the Effective Time, any actions with respect to the transactions contemplated herebyenforcement of this Agreement by the Company shall be effected only by the action of a majority of the directors of the Company then in office who are not Purchaser Insiders (or the action of the sole director if there shall only be one (1) director then in office who is not a Purchaser Insider), and such authorization shall constitute the authorization of the Company Board, and no other action on the part of the Company, including any action by any other director of Company, shall be required to authorize any such action. (d) 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) and make all necessary filings and disclosures associated with such status.

Directors. (a) Promptly Parent, Buyer and the Company shall use their respective reasonable best efforts to ensure that the Company Board will, upon the purchase Closing, be comprised of at least seven (7) directors, (i) at least five (5) of whom may be designated in writing by Parent and payment forBuyer (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 extent that they shall agree to continue to serve on the Company Board after the Closing), and who shall at all times be independent from Parent, Buyer and the Majority Shareholders and shall at all times qualify as long independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2008; provided, that, if and to the extent that the current non-executive directors of the Company do not agree to serve on the Company Board after the Closing, Buyer shall (and Parent shall cause Buyer to) designate replacement directors who shall at all times be independent from Parent, Buyer and the Majority Shareholders and who shall at all times qualify as Parent directly or indirectly ownsindependent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2008, not less than as 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 majority director of, the Company Board upon the earliest to occur of (i) such time after the Acceptance Time as Buyer and its Affiliates, in the aggregate, own one hundred percent (100%) of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to Shares and (ii) the Offer, Parent shall be entitled to designate for appointment or election to Second Step Distribution having been made and the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent subsequent liquidation and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers dissolution of the Company (the "“Liquidation”) having been completed. (c) If, at any time after the Closing, an Independent Directors"); providedDirector resigns from, howeveror otherwise ceases to be a member of, that (x) notwithstanding the foregoingCompany Board, or ceases to be independent from Parent, Buyer or the Majority Shareholders, in no event shall each case, prior to the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority date of the Company's Board of Directors unless resignation contemplated by Section 2.05(b), Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if procure that the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancyreplaced by a new director that is independent from Parent, Buyer and such designated Qualified Person the Majority Shareholders and shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, at all times qualify as independent in accordance with the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementindependence standards set forth in the Dutch Corporate Governance Code 2008. (bd) 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 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub Buyer shall supply to the Company in writingwriting any information regarding the Buyer Directors, and be solely responsible for(to the extent applicable) those Independent Directors designated by Buyer, any information with respect to either of them and their nominees, officers, directors and Affiliates as required by such Section 14(f) and Rule 14f-1 as is necessary applicable Laws in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to the Buyer Directors, and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect (to the election of directors or otherwiseextent applicable) those Independent Directors designated by Buyer, to the Company Board, and Parent and Buyer shall be solely responsible for any such information. (ce) Following In addition to the election or appointment of Parent's designees pursuant to discharge contemplated by Section 2.3(a2.04(a)(iv), Buyer shall (i) at the approval by first annual or extraordinary general meeting of shareholders of the Company held after the Closing, cause all members of the Company Board resigning effective upon the Acceptance Time to be fully and finally discharged for their acts of management or supervision, as applicable and (ii) at the first annual or extraordinary general meeting of shareholders of the Company held after the resignation of an Independent Director, cause such Independent Director to be fully and finally discharged for his or her acts of supervision; provided that Parent and Buyer shall not be required to cause the discharge of any director for acts as a result of fraud (bedrog), gross negligence (grove ▇▇▇▇▇▇) or willful misconduct (opzet) of such director. (f) Notwithstanding any other required vote, the affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) shall also 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) for approving: (i) any amendment or termination restructuring that would reasonably be expected to lead to a dilution of this Agreement the shareholdings of the Minority Shareholders, other than (A) pursuant to a rights issue by the CompanyCompany or any other share issue where the Minority Shareholders have been offered an opportunity to subscribe pro rata in accordance with their then existing shareholding in the Company (voorkeursrecht), (B) the Asset Sale, the Second Step Distribution or the Liquidation or (C) the Compulsory Acquisition; and (ii) any extension other form of time for performance of any obligation unequal treatment that prejudices or action hereunder by Parent would reasonably be expected to prejudice or Merger Sub, (iii) any waiver or exercise of any negatively affect the value of the Company's rightsShares or voting rights attached to the Shares held by the Minority Shareholders, benefits or remedies under this Agreementbut in any event not including (A) the Asset Sale, the Second Step Distribution and the Liquidation or (ivB) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated herebyCompulsory Acquisition.

Directors. (a) Promptly Subject to compliance with applicable law, promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of by the issued and outstanding Purchaser for shares of Company Common Stock which represent at least a majority of the Company Common Stock (on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries basis) pursuant to the OfferOffer and from time to time thereafter, Parent Crane shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that of the percentage Company as is equal to the product of its designees the total number of directors on the Board shall equal of Directors of the Company (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of the outstanding shares of Company Common Stock beneficially owned by Crane or its affiliates bears to the total number of record by Parent shares of Company Common Stock outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger SubCrane, use its reasonable efforts promptly take all actions (but specifically excluding the calling of a shareholders meeting) necessary to cause ParentCrane's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to elected, including, if necessary, amending the Company's Board, and in furtherance thereof, By-laws of the Company to the extent necessary, increase the size of permitted to be amended by the Board of Directors and seeking the resignations of one or use its reasonable efforts more existing directors; provided, however, that prior to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until the Effective Time, the Board of Directors of the Company shall always have at least not less than two directors members who are directors of the Company on the date of this Agreement and who are not officers of the Company hereof (the "Independent Current Directors"); provided, however, that (x) notwithstanding the foregoingand, in no event shall the requirement Crane's sole discretion, up to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if five Current Directors. If the number of Independent Current Directors shall be is reduced prior to the Effective Time below two for any reason whatsoever (the number of Current Directors so specified by Crane due to the death or if immediately following Consummation resignation of one or more of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Current Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, director or directors who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director are Current Directors shall be entitled to designate any such Qualified Person designate, by majority action of the remaining Current Directors or Persons action of the sole remaining Current Director, one or more persons, as the case may be, that has not been designated by, and is not an Affiliate of, Crane to fill such vacancy, vacancy or vacancies and such designated Qualified Person who shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Current Directors for all purposes of this Agreement. (b) The Company's obligations to appoint Crane's designees to the Board of Directors of the Company shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) 1.03 and Rule 14f-1 (which the Company shall mail together with include in the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them the Company and their nominees, officers, its officers and directors and Affiliates as is required by under such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition order to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise. (c) Following the election or appointment of Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies fulfill its obligations under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated herebySection 1.

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than for any Shares by Purchaser pursuant to the Amended Offer which represent at least a majority of the issued and outstanding shares of Company Common Stock Shares (on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant basis) and from time to the Offertime thereafter, Parent Praxair and Purchaser shall be entitled to designate for appointment or election members of the Board such that Praxair and Purchaser, subject to compliance with Section 14(f) of the Company's then existing Board of DirectorsExchange Act, upon written notice to the Company, such will have a number of directorsrepresentatives on the Board, rounded up to the next whole number, equal to the product of (x) the total number of directors on the Board of Directors such that the percentage of its designees on the Board shall equal multiplied by (y) the percentage of the outstanding shares Shares beneficially owned by Purchaser or its affiliates; provided, that, any action to be taken prior to the Effective Time (as defined in Section 2.3 hereof) by the Board with respect to this Agreement shall be approved by a majority of Company Common Stock owned those directors of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons who have not been 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 DirectorsPraxair 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 of the Company shall have at least two directors who at the time are directors of the Company on the date of this Agreement and who are not neither officers of Praxair or the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries affiliates), nor designees of Purchaser (or any such person being referred to herein as a of its affiliates), nor shareholders or affiliates of Purchaser (or any respective affiliate) (the "Qualified PersonDisinterested Directors"). The Company shall, willing upon request by Praxair or Purchaser, promptly increase the size of the Board to serve as an Independent Directorthe extent permitted by the Company's Restated Certificate of Incorporation (the "Company Charter") and, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be extent required to designate two Qualified Persons to fill comply with this Section 1.3, secure the resignations of such vacancies, and such persons shall be deemed to be Independent Directors for purposes number of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) directors as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parentenable Praxair's designees to be elected to the Company's Board of Directors and shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parentcause Praxair's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwisebe so elected. (c) Following the election or appointment of Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.

Directors. (a) Promptly upon the purchase of and payment for, and as long as for Company Shares by the Parent directly or indirectly owns, not less than the Purchaser representing at least a majority of the issued and outstanding shares of Company Common Stock Shares on a fully diluted basis by Fully Diluted Basis, the Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall will be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall will equal the percentage of the outstanding shares of Company Common Stock Shares on a Fully Diluted Basis owned of record by the Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shallwill, upon request of Merger Subthe Purchaser, use its commercially reasonable efforts promptly to cause the Parent's designees (and any replacement designees in the event that any designee shall will no longer be on the Board of Directors) to be so appointed or elected to the Company's BoardBoard of Directors, and in furtherance thereofand, to the extent necessary, increase the size of the Board of Directors or use its commercially reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall will also, upon the request of Parentthe Purchaser, use its commercially reasonable efforts to cause the Persons (as defined in SECTION 4.1) designated by the Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. Notwithstanding the foregoing, until the Effective TimeTime (as defined in SECTION 2.3), the Board of Directors of the Company shall will have at least two three (3) directors who are directors of the Company on the date of this Agreement and who are not officers of the Company or any of its Subsidiaries (the "Independent DirectorsINDEPENDENT DIRECTORS"); provided, however, that (x) notwithstanding the foregoing, in no event shall will the requirement to have at least two three Independent Directors result in the Parent's designees constituting less than a majority of the Company's Board of Directors unless the Parent shall will have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be is reduced below two three (3) for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two three then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall will be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate (as defined in SECTION 4.9) of the Company, the Parent or any of their respective Subsidiaries and who is reasonably acceptable to the Parent (any such person being referred to herein as a "Qualified PersonQUALIFIED PERSON"), willing to serve as an Independent Director, in which case such remaining Independent Director shall will be entitled to designate any such Qualified Person or Persons to fill such vacancyvacancies, and such designated Qualified Person shall will be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall Directors will be required to designate two three (3) Qualified Persons to fill such vacancies, and such persons shall will be deemed to be Independent Directors for purposes of this Agreement. (b) The Company's obligations to appoint the Parent's designees to the Company's Board of Directors will be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall will 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 2.3(a)pursuant to (a) above, including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall will mail together with the Schedule 14D-9 if it receives from the Parent and Merger Sub the Purchaser the information below on a timely basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a)pursuant to (a) above. The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall the Purchaser will supply the Company in writing, and be solely responsible for, writing any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of the Parent's designees under Section 2.3(a)pursuant to (a) above. The provisions of Section 2.3(a(a) above are in addition to and shall will not limit any rights that Merger Subthe Purchaser, the Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock Shares as a matter of law Law with respect to the election of directors or otherwise. (c) Following the election or appointment of the Parent's designees pursuant to Section 2.3(a)as set forth above, the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be is only one Independent Director then in office, the Independent Director) shall will be required to authorize (and such authorization shall will constitute the authorization of the Company's Board of Directors, Directors and no other action on the part of the Company, including any action by any committee thereof or any other director of the Company, shallwill, unless otherwise required by lawLaw, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension other action of time for performance the Company's Board of Directors under or in connection with this Agreement that in any obligation manner adversely affects the holders of Company Shares, as determined by any of the Independent Directors, or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies rights under this Agreement, or (iv) approval . The Independent Directors will have the authority to retain such counsel and other advisors at the expense of any other action by the Company which could adversely affect the interests as determined appropriate by any of the Stockholders (other than Parent and Merger Sub) with respect Independent Directors. In addition, the Independent Directors will have the authority to institute any action, on behalf of the transactions contemplated herebyCompany, to enforce performance of this Agreement.

Directors. (a) Promptly Effective upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority earlier of the issued Purchase Option Closing and outstanding shares the acceptance for exchange by Purchaser of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the Offer, Parent shall be entitled to designate for appointment or election up to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board that equals the product of Directors such that (i) the percentage total number of its designees directors on the Company Board shall equal (giving effect to the election of any additional directors pursuant to this Section 3.04) and (ii) the percentage of the outstanding total number of shares of Company Common Stock outstanding that are beneficially owned of record by Parent and/or Purchaser (including shares of Company Common Stock accepted for exchange), and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts shall promptly take all action necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's Company Board, and in furtherance thereof, to including increasing the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisiondirectors, and seeking and accepting resignations of incumbent directors. At such time, the Company shall also, upon the request of Parent, also use its reasonable best efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (number of members, rounded up to the next whole number, on (y) as is on the Company's Board of Directors of each committee of the Company's Company Board and (z) the board of Directorsdirectors of its Subsidiary (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board, in each case only to the extent permitted by Law. Notwithstanding the foregoingprovisions of this Section 3.04, the parties hereto shall use their respective reasonable best efforts to ensure that at least two of the members of the Company Board who were directors of the Company prior to the date described in the first sentence of this Section 3.04(a) (the "Continuing Directors") shall 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 of Directors of shall cause a person designated by the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoingremaining Continuing Director or, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority absence of action by the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Continuing Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons by the Stockholders' Representative to fill such vacancy, and such designated Qualified Person vacancy who shall be deemed to be an Independent a Continuing Director for all purposes of this Agreement, or if no Independent Continuing Directors then remain, the other directors of the Company then in office shall be required to designate two Qualified Persons persons to fill such vacanciesvacancies who will not be officers or employees or affiliates of the Company, Parent or Purchaser or any of their respective subsidiaries and such persons shall be deemed to be Independent Continuing Directors for all purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise. (c) Following the election or appointment of Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.

Directors. (a) Promptly upon the purchase by Parent or any of and payment for, and as long as Parent directly or indirectly owns, not less than a majority its subsidiaries of such number of shares of Company Common Stock which represents at least 51% of the issued and outstanding shares of Company Common Stock (on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant basis), and from time to the Offertime thereafter, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on number (but in no event more than one less than the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such total number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint will give Parent's designees to the Company's Board of Directors shall be , subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply Act, representation on the Board of Directors of the Company equal to the product of (x) the number of directors on the Board of Directors of the Company (giving effect to any increase in writingthe number of directors pursuant to this Section 1.4) and (y) the percentage that such number of Shares so purchased bears to the aggregate number of Shares outstanding (such number being, the "Board Percentage"), and be solely responsible forthe Company shall, any information with respect upon request by Parent, promptly satisfy the Board Percentage by (i) increasing the size of the Board of Directors of the Company or (ii) using its best efforts to either secure the resignations of them and their nominees, officers, such number of directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of to enable Parent's designees under Section 2.3(a). The provisions to be elected to the Board of Section 2.3(a) are in addition to Directors of the Company and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise. (c) Following the election or appointment of cause Parent's designees pursuant promptly to Section 2.3(a)be so elected, provided that no such action shall be taken which would result in there being, prior to the consummation of the Merger, less than two directors of the Company that are not affiliated with Parent. At the request of Parent, the approval by affirmative vote or written consent of all of the Independent Directors then in office (orCompany shall take, if there shall be only one Independent Director then in office, the Independent Director) shall be required to authorize (and such authorization shall constitute the authorization of at the Company's Board of Directorsexpense, and no other all lawful action on necessary to effect any such election, including, without limitation, mailing to its stockholders the part of the Company, including any action by any committee thereof or any other director of the Company, shall, unless otherwise information required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.Section

Directors. (a) Promptly upon the purchase of and payment for, and Effective as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such timeClosing, the Company shall also, upon take such action as may be necessary to increase by two the request number of Parent, use its reasonable efforts to cause the 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 members of Directors of each committee of the Company's Board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least and to elect to fill such newly created vacancies two directors who are directors persons designated by the Investor. So long as the Investor is the beneficial owner of Company Voting Securities representing 10% or more of the Company on Outstanding Voting Power, the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director Investor shall be entitled to designate any such Qualified Person two persons to serve as directors of the Company. So long as the Investor and its Affiliates are the beneficial owners of Company Voting Securities representing 5% or Persons to fill such vacancymore but less than 10% of the Outstanding Voting Power, and such designated Qualified Person the Investor shall be deemed entitled to be an Independent Director for purposes designate one person to serve as a director of this Agreement, or if no Independent Directors then remainthe Company. In the event that the Investor and its Affiliates are the beneficial owners of Company Voting Securities representing less than 5% of the Outstanding Voting Power, the other directors Investor shall not be required entitled to designate two Qualified Persons any person to fill such vacancies, and such serve as a director of the Company. Each of the persons shall be deemed designated by the Investor pursuant to be Independent Directors for purposes of this AgreementSection 2.1(a) is referred to herein as an "Investor Designee." (b) The Company shall promptly use all reasonable efforts to cause the election of the required number of Investor Designees to the Board of Directors of the Company including taking the following actions: (i) at each annual meeting of Company stockholders at which an Investor Designee's term as a director expires or at any other meeting of the Company's stockholders at which directors are to be elected, if the Investor is still entitled to designate one or more persons to serve as a director of the Company in accordance with this Agreement, the Investor Designees shall be included in the slate of nominees recommended by the Company's Board of Directors to the stockholders for election as directors, unless either (x) an Investor Designee requests not to be so included in the slate of nominees, in which case such Investor Designee shall not be so included, or (y) service by an Investor Designee as a director or his nomination for election as a director is violative of applicable law or regulation (provided that, in such case, the Investor shall be provided an opportunity to designate an alternate person to serve as a director). and (ii) in the event that an Investor Designee is unable to serve, or once having commenced to serve, is removed or withdraws from the Board of Directors of the Company, the Investor will have the right to designate such person's replacement and the Company agrees to take all actions required pursuant reasonable action within its power to Section 14(f) cause the election of the Exchange Act substitute Investor Designee to the Board of Directors of the Company as soon as possible following such person's designation. (c) In the event that, any time after an annual meeting of Company stockholders in connection with which the Investor was entitled to designate two Investor Designees and Rule 14f-1 promulgated thereunder in order such Investor Designees were elected as directors, such Investor Designees are still serving as directors, and prior to fulfill its obligations under Section 2.3(athe next annual meeting of Company stockholders the Investor shall beneficially own Company Voting Securities representing less than 10% but 5% or more of the Outstanding Voting Power, then, at the request of the Company (provided Investor at the time of such request shall still beneficially own Company Voting Securities representing less than 10% but 5% or more of the Outstanding Voting Power), including mailing the Investor shall use all reasonable efforts to cause one of the Investor Designees then in office to resign as a director. In the event that, any time after an annual meeting of Company stockholders in connection with which the information required by Investor was entitled to designate one or more Investor Designees, such Section 14(fInvestor Designees were elected as directors and such Investor Designees are still serving as directors at such time prior to the next annual meeting of Company stockholders when the Investor shall beneficially own Company Voting Securities representing less than 5% of the Outstanding Voting Power, then, at the request of the Company (provided Investor at the time of such request still beneficially owns Company Voting Securities representing less than 5% of the Outstanding Voting Power), the Investor shall use all reasonable efforts to cause all Investor Designees then in office to resign as directors. (d) and Rule 14f-1 (which At the request of the Investor, the Company shall mail together with cause the Schedule 14D-9 if it receives from Parent and Merger Sub Investor Designees then required to be included in the information below on a basis timely to permit such mailing) as is necessary to fulfill slate of nominees recommended by the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees Board of Directors for the election to the Company's Board of Directors to be elected to serve on the Board of Directors of each Subsidiary. (e) So long as the Investor beneficially owns Company Voting Securities representing 5% or more of the Outstanding Voting Power, the Company shall be subject effect all action necessary to compliance with Section 14(fappoint one Investor Designee to the Executive Committee of the Board of Directors (or other committee or group performing similar functions) (the "Executive Committee") of the Exchange Act Company and Rule 14f-1 promulgated thereunder. Parent each Subsidiary having such a committee or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have group on which an Investor Designee serves as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwisedirector. (cf) Following If after the election or appointment of Parent's designees pursuant to Section 2.3(a)Closing, the approval by affirmative vote or written consent Company takes corporate action to classify the Board of all Directors of the Independent Directors then in office (or, if there shall be only one Independent Director then in officeCompany, the Independent DirectorInvestor Designees (if the Investor is then entitled to designate two directors) shall be required designated to authorize serve on different classes. (and such authorization shall constitute g) So long as the authorization Investor is entitled to designate at least one member of the Board of Directors of the Company's , during any period that the requisite number of Investor Designees are not members of the Board of Directors, the Company shall cause one person (to be designated by the Investor in its sole discretion) to be permitted to attend all meetings of the Board of Directors of the Company and no other action on all meetings of the part Executive Committee of the Company, including any . The Company shall take all action by any committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted necessary to authorize) ensure that (i) any amendment or termination the Investor is notified of this Agreement all meetings of the Board of Directors in accordance with and at the times prescribed by the Company, notice provisions of the by-laws of the Company applicable to directors of the Company and (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any that the Investor is furnished with all information and materials furnished to directors of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of Company in connection with any other action by the Company which could adversely affect the interests meetings of the Stockholders (other than Parent Board of Directors or the Executive Committee at the time such information and Merger Sub) with respect materials are furnished to the transactions contemplated herebydirectors.

Directors. (a) Promptly Effective upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority fulfillment of the issued Minimum Condition and outstanding upon the acceptance for payment of the shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the OfferOffer and the delivery of funds to the depositary for the Offer to pay for such shares, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board Company’s board of Directors such directors that equals the percentage product of its designees (i) the total number of directors on the Board shall equal Company’s board of directors (giving effect to the percentage election of any additional directors pursuant to this Section) and (ii) a fraction whose numerator is the outstanding aggregate number of shares of Company Common Stock then beneficially owned of record by Parent and each Acquisition Co. (including shares of its direct or indirect Subsidiaries. In furtherance thereofCompany Common Stock accepted for payment pursuant to the Offer), and whose denominator is the total number of shares of Company Common Stock then outstanding (provided that, in no event shall Parent’s director designees constitute less than a majority of the entire board of directors of the Company), and the Company shall, upon request of Merger Sub, use its shall take all commercially reasonable efforts promptly actions necessary to cause Parent's ’s designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's Board’s board of directors, including increasing the number of directors, and in furtherance thereof, to the extent necessary, increase the size seeking and accepting resignations of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisionincumbent directors. At such time, to the extent requested by Parent, and subject to the applicable requirements of Nasdaq (including Stock Market Rule 5605(c)), the Company shall also, upon the request of Parent, will also use its reasonable best efforts (i) to cause the Persons individuals designated by Parent to constitute at least the same percentage (number of members, rounded up to the next whole number) as is , on the Company's Board of Directors of each committee of the Company's Board ’s board of Directors. Notwithstanding directors, that represents the foregoing, until same percentage as the Effective Time, individuals designated by Parent represent on the Board board of Directors of the Company shall have at least two directors who are directors of the Company on and (ii) to cause individuals designated by Parent to constitute the date of this Agreement and who are not officers same percentage of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority members of the Company's Board board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons each Subsidiary (as defined in Section 3.1 below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementeach committee thereof. (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 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's ’s obligations to appoint Parent's ’s designees to the Company's Board ’s board of Directors directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub The Company shall supply the Company in writingpromptly take all actions, and be solely responsible for, any shall include in the Schedule 14D-9 such information with respect to either the Company and persons designated by Parent pursuant to Section 1.3(a), as Section 14(f) and Rule 14f-1 of them the Exchange Act require in order to fulfill its obligations under this Section, so long as Parent shall have furnished to the Company on a timely basis the information with respect to Parent and their its nominees, officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with of the appointment or election of any of Parent's designees under Section 2.3(a)Exchange Act. The provisions of this Section 2.3(a) 1.3 are in addition to and shall not limit any rights that Merger Subwhich Acquisition Co., Parent or any of their Affiliates affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law applicable Law with respect to the election of directors or otherwise. (c) Following the election or appointment of Parent's ’s designees pursuant to Section 2.3(a)1.3(a) and until the Effective Time, the approval by affirmative vote or written consent of all a majority of the Independent Directors then in office Individuals who were directors of the Company on the date hereof (or"Continuing Directors"), or a single Continuing Director if there shall be only one Independent Director then in officesuch Continuing Director, the Independent Director) shall be required to authorize (and such authorization shall constitute the authorization of the Company's Board ’s board of Directors, directors and no other action on the part of the Company, including any action by any committee thereof or any other director of the Company, shall, unless otherwise required by law, shall be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any amendment of this Agreement requiring action by the Company’s board of directors, any extension of time for performance of any obligation or action hereunder by Parent or Merger SubAcquisition Co. requiring the consent of the Company, (iii) any waiver or exercise of compliance by the Company of any of the Company's rightsagreements or conditions contained herein for the benefit of the Company or its shareholders, benefits any required or remedies under this Agreement, permitted consent or (iv) approval action by the board of directors of the Company hereunder and any other action by of the Company hereunder, which could adversely affect in the interests case of any of the Stockholders foregoing adversely affects in any material respect the holders of shares of Company Common Stock (other than Parent and Merger Sub) with respect to the transactions contemplated herebyor Acquisition Co.).

Directors. (a) Promptly Effective upon the purchase acceptance for payment by Merger Subsidiary of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company's Board of Directors such 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 percentage number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares owned of record by Parent or Merger Subsidiary (including Shares accepted for payment) bears to the total number of Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's BoardBoard of Directors, including, without limitation, increasing the number of directors, or seeking and in furtherance thereofaccepting resignations of incumbent directors, or both; PROVIDED that, prior to the extent necessaryEffective Time (defined below in Section 2.1), increase the size of the Company's Board of Directors shall always have two members who are neither designees nor affiliates of Parent or use its reasonable efforts to obtain Merger Subsidiary nor employees of the resignation of such Company (each, an "INDEPENDENT DIRECTOR"). If the number of its current directors as Independent Directors is necessary to give effect reduced below two for any reason prior to the foregoing provisionEffective Time, the remaining and departing Independent Directors shall be entitled to designate a person to fill the vacancy. No action proposed to be taken by the Company to amend or terminate this Agreement or waive any action by Parent or Merger Subsidiary shall be effective without the approval of both Independent Directors. At such timetimes, the Company shall also, upon the request of Parent, will use its reasonable best efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is such individuals represent on the Company's Board of Directors of (x) each committee of the Company's Board of Directors. Notwithstanding the foregoingBoard, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number each board of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who each subsidiary (1) are Qualified Persons (as defined belowbelow in Section 4.1(a)) and (2z) are willing to serve as Independent Directors), then the number each committee of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any each such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementboard. (b) The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act (defined below in Section 4.1(d)) and Rule 14f-l promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder 14f-l in order to fulfill its obligations under this Section 2.3(a), including mailing 1.3 and shall include in the Schedule 14D-9 such information with respect to stockholders the information Company and its officers and directors as is required by such under Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary 14f-l to fulfill the Company's its obligations under this Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder1.3. Parent or Merger Sub shall will supply to the Company in writing, writing and be solely responsible for, for any information with respect to either of them itself and their its nominees, officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise14f-1. (c) Following the election or appointment of Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis acquisition by Parent or any of its direct or indirect Subsidiaries Purchaser pursuant to the OfferOffer of such number of Shares which satisfies the Minimum Condition and from time to time thereafter, Parent shall be entitled to designate for appointment or election to a majority of the members of the Company's then existing Board of Directors, upon written notice subject to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage compliance with Section 14(f) of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect SubsidiariesExchange Act. In furtherance thereof, the The Company shall, upon request of Merger Subby Parent, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use to the extent permitted by its reasonable efforts to obtain Certificate of Incorporation and/or secure the resignation resignations of such number of its current directors as is necessary to give effect enable Parent's designees to be elected to the foregoing provision. At such time, the Company Board of Directors and shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) so elected. The Company shall promptly take take, at its expense, all actions action necessary to effect any such election, including mailing to its stockholders the information required pursuant to by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order form and substance reasonably satisfactory to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a)its counsel. The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise. (c) Following the election or appointment of Parent's designees pursuant to this Section 2.3(a)1.3 and prior to the Effective Time, the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by Agreement, extension for the Company, (ii) any extension performance or waiver of time for performance the obligations or other acts of any obligation or action hereunder by Parent or Merger Sub, (iii) any Purchaser or waiver or exercise of any of the Company's rightsrights hereunder, benefits shall require the concurrence of a majority of the Company's directors (or remedies under this Agreementthe concurrence of the director, if there is only one remaining) then in office who are directors on the date hereof, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders are directors (other than directors designated by Parent and Merger Subin accordance with this Section 1.3) with respect designated by such persons to fill any vacancy (the transactions contemplated hereby."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 and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until Until the Effective Time, the Board approval of Directors a majority of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise. (c) Following the election or appointment of Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office who were not designated by Parent (or, the “Existing Directors”) (or the approval of the sole Existing Director if there shall only be only one Independent Director then in office, the Independent Existing Director) shall be required to authorize (and such authorization shall constitute the authorization of the Company's Company Board of Directors, and no other action on the part of the Company, including any action by any committee thereof or any other director of the Company, shall, unless otherwise required by law, shall be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any amendment of this Agreement (including any decrease or change in the form of the Offer Price), (iii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, and (iiiiv) any waiver or exercise of compliance with any of the agreements or conditions contained herein for the benefit of the Company's rights; provided that if there shall be no Existing Directors as a result of such individuals’ deaths, benefits disabilities, resignations or remedies under this Agreementrefusals to serve, or then such actions may be effected by a majority vote of the Company Board. The Existing Directors will have the authority to retain counsel (ivwhich may include current counsel to the Company) approval and other advisors at the reasonable expense of the Company as determined appropriate by the Existing Directors for the purpose of fulfilling their obligations hereunder. Until the Effective Time, any other action by the Company which could adversely affect to enforce any obligation of Parent or Merger Sub under this Agreement shall be effected only by the interests action of a majority of the Stockholders Existing Directors (other than Parent and Merger Sub) with respect or the approval of the sole Existing Director if there shall only be one Existing Director); provided that if there shall be no Existing Directors as a result of such individuals’ deaths, disabilities, resignations or refusals to serve, then such actions may be effected by a majority vote of the transactions contemplated herebyCompany Board.

Directors. (a) Promptly Subject to compliance with applicable law, promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of by the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries 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, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of Directors such the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares beneficially owned of record by Parent or its affiliates bears to the total number of Common Shares then outstanding on a fully diluted basis, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger SubParent, use its reasonable efforts promptly take all actions necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Boardelected, and in furtherance thereofincluding, to the extent if necessary, increase seeking the size resignations of the Board of Directors one or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors")more existing directors; provided, however, that prior to the Effective Time (x) notwithstanding as hereinafter defined), the foregoing, in no event Company Board shall the requirement to always have at least two Independent Directors result in Parent's members who are neither officers, directors or designees constituting less than a majority of the Company's Board Purchaser or any of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and its affiliates (y) if "Purchaser Insiders"). If the number of Independent Directors shall be directors who are not Purchaser Insiders is reduced below two for any reason whatsoever (or if immediately following Consummation of prior to the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)Effective Time, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, director who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director Purchaser Insider shall be entitled to designate any such Qualified Person or Persons an individual to fill such vacancy, vacancy who is not a Purchaser Insider and such designated Qualified Person who shall be a director not deemed to be an Independent Director a Purchaser Insider for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for all purposes of this Agreement. (b) The Company's obligations to appoint Parent's designees to the Company Board shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder thereunder. The Company shall take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) 1.3 and Rule 14f-1 (which the Company shall mail together with include in the Schedule 14D-9 if it receives from Parent such information with respect to the Company and Merger Sub the information below on a basis timely to permit such mailing) its officers and directors as is necessary required under such Section and Rule in order to fulfill the Company's its obligations under this Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder1.3. Parent or Merger Sub shall will supply the Company in writing, and be solely responsible for, a timely manner any information with respect to either of them itself and their nominees, its officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwiseCompany. (c) Following the election or appointment of Parent's designees pursuant to this Section 2.3(a)1.3 and prior to the Effective Time, the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension by the Company of the time for the performance of any obligation of the obligations or action hereunder by other acts of Parent or Merger Sub, (iii) any the Purchaser or waiver or exercise of any of the Company's rightsrights hereunder, benefits or remedies under this Agreement, or (iv) approval will require the concurrence of any other action by a majority of the directors of the Company which could adversely affect then in office who are not Purchaser Insiders (or, in the interests case where there are two or fewer directors who are not Purchaser Insiders, the concurrence of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated herebyone director who is not a Purchaser Insider).

Directors. (a) Promptly Subject to compliance with applicable law, promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of by the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries 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, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of Directors such the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares beneficially owned of record by Parent or its affiliates bears to the total number of Common Shares then outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger SubParent, use its reasonable efforts promptly take all actions necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Boardelected, and in furtherance thereofincluding, to the extent if necessary, increase seeking the size resignations of the Board of Directors one or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors")more existing directors; provided, however, that prior to the Effective Time (x) notwithstanding as defined in Section 2.02), the foregoing, in no event Company Board shall the requirement to always have at least two Independent Directors result in Parent's members who are neither officers, directors or designees constituting less than a majority of the Company's Board Purchaser or any of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and its affiliates (y) if "Purchaser Insiders"). If the number of Independent Directors shall be directors who are not Purchaser Insiders is reduced below two for any reason whatsoever (or if immediately following Consummation of prior to the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)Effective Time, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, director who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director Purchaser Insider shall be entitled to designate any such Qualified Person or Persons a person to fill such vacancy, vacancy who is not a Purchaser Insider and such designated Qualified Person who shall be a director not deemed to be an Independent Director a Purchaser Insider for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for all purposes of this Agreement. (b) The Company Company's obligations to appoint Parent's designees to the Board shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) 1.03 and Rule 14f-1 (which the Company shall mail together with include in the Schedule 14D-9 if it receives from Parent such information with respect to the Company and Merger Sub the information below on a basis timely to permit such mailing) its officers and directors as is necessary required under such Section and Rule in order to fulfill the Company's its obligations under this Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder1.03. Parent or Merger Sub shall will supply the Company in writing, and be solely responsible for, any information with respect to either of them itself and their nominees, its officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwiseCompany. (c) Following the election or appointment of Parent's designees pursuant to this Section 2.3(a)1.03 and prior to the Effective Time, the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension by the Company of the time for the performance of any obligation of the obligations or action hereunder by other acts of Parent or Merger Sub, (iii) any the Purchaser or waiver or exercise of any of the Company's rightsrights hereunder, benefits or remedies under this Agreement, or (iv) approval will require the concurrence of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.a

Directors. (a) Promptly upon the purchase Consummation of and payment forthe Offer, and as long as the Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by the Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, the Parent shall be entitled to designate for appointment or election to the Company's then existing Board of DirectorsCompany Board, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board of Directors such that the percentage of its designees on the Company Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by the Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subthe Purchaser, use its reasonable efforts promptly to cause the Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of DirectorsCompany Board) to be so appointed or elected to the Company's Company Board, and in furtherance thereof, to the extent necessary, increase the size of the Company Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parentthe Purchaser, use its reasonable efforts to cause the Persons designated by the Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Company Board of Directors of (i) each committee of the Company's Board Company Board, (ii) each board of Directorsdirectors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. Notwithstanding the foregoing, until the Effective Time, the Company Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company or any of its Subsidiaries (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in the Parent's designees constituting less than a majority of the Company's Company Board of Directors unless the Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, the Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors Directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a1.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from the Parent and Merger Sub the Purchaser the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a1.3(a). The Company's obligations to appoint the Parent's designees to the Company's Company Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Parent or Merger Sub the Purchaser shall supply the Company in writing, and be solely responsible for, writing any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of the Parent's designees under Section 2.3(a1.3(a). The provisions of Section 2.3(a1.3(a) are in addition to and shall not limit any rights that Merger Subthe Purchaser, the Parent 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 election of directors or otherwise. (c) Following the election or appointment of the Parent's designees pursuant to Section 2.3(a1.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) shall be required to authorize (and such authorization shall constitute the authorization of the Company's Company Board of Directors, and no other action on the part of the Company, including any action by any committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by the Parent or Merger Sub, the Purchaser or (iii) any waiver or exercise of any of the Company's rights, benefits or remedies rights under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.

Directors. (a) Promptly Subject to applicable Law and Amex rules applicable to the Company, promptly upon the purchase of and payment forAcceptance Time, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent Merger Sub shall be entitled to designate for appointment or election such number of directors on the Company Board as will give Merger Sub representation on the Company Board equal to the Company's then existing Board of Directors, upon written notice to the Company, such at least that number of directors, rounded up to the next whole number, that is the product of (a) the total number of directors on the Company Board of Directors such that (giving effect to the directors elected pursuant to this sentence) multiplied by (b) the percentage that (i) the number of its designees on Shares beneficially owned (as such term is defined in Rule 13d-3 promulgated under the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record Exchange Act) by Parent and each Merger Sub bears to (ii) the total number of its direct or indirect Subsidiaries. In furtherance thereofShares that are then issued and outstanding, and the Company shall, upon request of Merger Subat such time, use its reasonable best efforts promptly to cause Parent's Merger Sub’s designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed (in furtherance of the foregoing, if requested by Parent or elected Merger Sub after the Acceptance Time but prior to the Company's BoardEffective Time, and the Company shall use its reasonable best efforts to cause (x) a corresponding increase in furtherance thereof, to the extent necessary, increase the size of the Company Board and/or (y) a corresponding number of Directors or use its reasonable efforts directors of the Company to obtain the resignation tender their resignations as directors, effective as of date of such number request, and to deliver to Parent written evidence of its current directors as is necessary to give effect to the foregoing provisionsuch resignations). At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons such persons designated by Parent to constitute at least the same percentage (rounded up to the next nearest whole number) as is on the Company's Company Board of Directors of on (i) each committee of the Company's Board Company Board, subject to compliance with applicable securities Laws and Amex rules, and (ii) each board of Directors. Notwithstanding directors (or similar body) of each Company Subsidiary and each committee of such board (or similar body); provided that with respect to the foregoing, until the Effective Time, the Board board of Directors directors (or similar body) of the Company shall have at least two directors who are directors Subsidiaries domiciled outside of the Company on the date of this Agreement and who are not officers of U.S. the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement use its reasonable best efforts to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless cause such persons designated by Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and the same percentage (yrounded up to the nearest whole number) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of as is on the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this AgreementBoard. (b) The Company’s obligations to appoint designees to the Company Board shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunder thereunder. The Company shall promptly use its reasonable best efforts to take all actions required pursuant to Section 14(f) and Rule 14f-l in order to fulfill its obligations under this Section 2.3(a), including mailing 6.11 and shall include in the Schedule 14D-9 such information with respect to stockholders the information Company and its officers and directors as is required by such under Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary 14f-l to fulfill the Company's its obligations under this Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder6.11. Parent or Merger Sub shall supply to the Company in writing, writing and be solely responsible for, for any information with respect to either of them and their respective nominees, officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise14f-1. (c) Following the election or appointment of Parent's ’s designees pursuant to Section 2.3(a)6.11, and prior to the Effective Time or the earlier termination of this Agreement in accordance with its terms, the approval by affirmative vote or written consent of all a majority of the Independent Directors directors of the Company then in office (or, if there who were not designated by Parent or Merger Sub shall be only one Independent Director then required, in officeeach case, the Independent 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) for: (i) any amendment or termination of this Agreement by the Company, ; (ii) any extension of time by the Company for performance of any obligation or action hereunder by Parent or Merger Sub, ; (iii) any waiver or exercise of any of the Company's rights, benefits or remedies ’s rights under this Agreement, or ; (iv) approval of any other action by the Company which could adversely affect the interests amendment of the Stockholders Company’s certificate of incorporation or by-laws; or (other than Parent and Merger Subv) with respect to any action that would prevent or materially delay the transactions contemplated herebyconsummation of the Merger.

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than for Shares by the Purchaser which represent at least a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the OfferShares, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the percentage that the percentage number of its designees on Shares so accepted for payment bears to the Board shall equal the percentage total number of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect SubsidiariesShares then outstanding. In furtherance thereof, the Company shall, upon the request of Merger SubParent, use its best reasonable efforts promptly either to increase the size of its Board of Directors, including amending the By-Laws of the Company if necessary to so increase the size of the Company's Board of Directors, or secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent's designees to be so elected to the Company's Board of Directors, and shall take all actions available to the Company to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisionelected. At such time, the Company shall alsoshall, upon the request of if requested by Parent, use its reasonable efforts to also cause the Persons persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board (ii) each board of Directors directors (or similar body) of each Subsidiary (as defined in Section 3.1 hereof) of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (yiii) if the number of Independent Directors shall be reduced below two for any reason whatsoever each committee (or if immediately following Consummation similar body) of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any each such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementboard. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunder in order to fulfill its obligations under Section 2.3(a)1.3(a) hereof, including mailing to stockholders shareholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint enable Parent's designees to be elected to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderDirectors. Parent or Merger Sub the Purchaser shall supply the Company in writing, and be solely responsible for, for any information with respect to either of them and their nominees, officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a)14f-1. The provisions of this Section 2.3(a1.3(b) are in addition to and shall not limit any rights that Merger Subwhich the Purchaser, Parent or any of their Affiliates affiliates may have as a holder or beneficial owner of shares of Company Common Stock Shares as a matter of law with respect to the election of directors or otherwise. (c) Following In the election or appointment of event that Parent's designees pursuant are elected to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) shall be required to authorize (and such authorization shall constitute the authorization of the Company's Board of Directors, and no other action until the Effective Time (as defined in Section 1.5 hereof), the Company's Board of Directors shall have at least three directors who are directors on the part date hereof and who would constitute Continuing Directors for purposes of Article VII of the Company's Articles of Incorporation (the "Independent Directors"), including provided that, in such event, if the number of Independent Directors shall be reduced below three for any action by reason whatsoever, any committee thereof remaining Independent Directors (or any Independent Director, if there is 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 director directors shall designate three persons to fill such vacancies who shall not be shareholders, 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's Board of Directors, after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective Time (as hereinafter defined), the affirmative vote of a majority of the Company, shall, unless otherwise required by law, Independent Directors shall be required to (a) amend or permitted to authorize) (i) any amendment or termination of terminate this Agreement by the Company, (iib) any extension of time for performance of any obligation exercise or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of waive any of the Company's rights, benefits or remedies under this Agreementhereunder, or (ivc) approval of take any other action by the Company which could adversely affect the interests Company's Board of the Stockholders (other than Parent and Merger Sub) Directors under or in connection with respect to the transactions contemplated herebythis Agreement.

Directors. (a) Promptly upon Before the closing of the Offer, the Company shall amend, or cause to be amended, its by-laws to provide for each of the matters set forth on Schedule 1.4. (b) Upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Sub pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board Offer of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage Shares which represents a majority of the outstanding shares of Company Common Stock owned of record by Parent (on a fully diluted basis), and each of its direct or indirect Subsidiaries. In furtherance thereoffrom time to time thereafter, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly parties hereto agree to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until the Effective Time, the Board of Directors of the Company shall have at least two such number of directors who are directors of designated by Sub, rounded up to the Company on the date of this Agreement and who are not officers of the Company next whole number (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, but in no event shall the requirement to have at least more than two Independent Directors result in Parent's designees constituting less than a majority the total number of directors on the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any as such person being referred to herein number may be increased as a "Qualified Person"provided herein), willing to serve as an Independent Directorwill give Sub, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply Act, 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 any increase in writing, and be solely responsible for, any information with respect the number of directors pursuant to either of them and their nominees, officers, directors and Affiliates required by such this Section 14(f1.4) and Rule 14f-1 (ii) the percentage (the "Board Percentage") that such number of Shares so purchased bears to the aggregate number of Shares outstanding and the Company shall, upon request by Sub and subject to applicable law, promptly satisfy the Board Percentage by (A) increasing the size of the Board of Directors of the Company or (B) using its reasonable efforts to secure the resignations of such number of directors as is necessary in connection with the appointment or election of any of Parentto enable Sub's designees under Section 2.3(ato be elected to the Board of Directors of the Company and shall cause Sub's designees promptly to be so elected, provided that no such action shall be taken which would result in there being, prior to the consummation of the Merger, less than two directors of the Company who are Continuing Directors (as defined below), except to the extent that all Continuing Directors have resigned. The provisions Company shall promptly amend, or cause to be amended, its By-Laws, if necessary, to increase the size of Section 2.3(a) are in addition the Board of Directors of the Company if such increase is required to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to satisfy the election of directors or otherwise. (c) Following the election or appointment of Parent's designees Board Percentage pursuant to this Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.l.

Directors. (a) Promptly upon the purchase of and payment for, and as long as for Shares by Parent directly or indirectly owns, not less than any of its subsidiaries which represent at least a majority of the issued and outstanding shares of Company Common Stock (on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offerbasis), Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of its designees on Shares beneficially owned by the Board shall equal Purchaser, Parent and any of their affiliates bears to the percentage total number of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiariesthen outstanding. In furtherance thereof, the The Company shall, upon request of Merger Subthe Purchaser, use its all reasonable efforts promptly either to cause increase the size of its Board of Directors (which, pursuant to the Company's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), has no maximum number of directors) or, at the Purchaser's election, secure the resignations of such number of its incumbent directors as is necessary to enable Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, shall cause Parent's designees to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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 Directorsbe so elected. Notwithstanding the foregoing, until the Effective TimeTime (as defined in Section 1.5 hereof), the Company shall retain as members of its Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors")hereof; provided, howeverthat subsequent to the purchase of and -------- ---- payment for Shares pursuant to the Offer, that (x) notwithstanding the foregoing, in no event Parent shall the requirement to always have its designees represent at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's entire Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors under this Section 1.3(a) shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub the Purchaser shall supply the Company in writing, and be solely responsible for, any information with respect to either of them and their nominees, officers, directors and Affiliates affiliates required by Section 14(f) and Rule 14f-1. Upon receipt of such information from Parent or the Purchaser, the Company shall include in the Schedule 14D-9 (as an annex or otherwise) the information required by Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of to enable Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect be elected to the election Company's Board of directors or otherwiseDirectors. (cb) Following From and after the election or appointment of time, if any, that Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) shall be required to authorize (and such authorization shall constitute the authorization a majority of the Company's Board of Directors, and no other action on the part of the Company, including any action by any committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or of this Agreement, any termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by of the obligations of Parent or Merger Subthe Purchaser hereunder, (iii) any waiver of any condition or exercise of any of the Company's rights, benefits rights hereunder or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests hereunder may be effected only by unanimous vote of the Stockholders (other than Parent and Merger Sub) with respect to entire Board of Directors of the transactions contemplated herebyCompany.

Directors. (a) Promptly Effective upon the purchase acceptance for payment of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of any Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board that equals the product of Directors such (x) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section), and (y) the percentage that the percentage of its designees on the Board shall equal the percentage of the outstanding shares number of Company Common Stock Shares beneficially owned of record by Parent and/or Merger Subsidiary (including Company Shares accepted for payment) bears to the total number of Company Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action necessary to cause Parent's ’s designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's Company Board, and in furtherance thereof, to including increasing the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisiondirectors, and seeking and accepting resignations of incumbent directors. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts take all action necessary to cause the Persons individuals designated by Parent to constitute at least the same percentage (number of members, rounded up to the next whole number, on (i) as is on the Company's Board of Directors of each committee of the Company's Company Board and (ii) each board of Directorsdirectors 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. Notwithstanding the foregoing, until Parent and/or Merger Subsidiary acquires a majority of the Effective Timeoutstanding Company Shares on a fully diluted basis, the Company shall use its reasonable best efforts to ensure that all of the members of the Company Board and such committees and boards as of Directors the date hereof who are not employees of the Company shall have at least two directors who are directors remain members of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, committees and such persons shall be deemed to be Independent Directors for purposes of this Agreementboards. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange 1934 Act and Rule 14f-1 promulgated thereunder thereunder. The Company shall promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthis Section. Parent or Merger Sub shall supply to the Company in writing, and be solely responsible for, writing any information with respect to either of them itself and their its nominees, officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise14f-1. (c) Following the election or appointment of Parent's ’s designees pursuant to Section 2.3(a)2.03(a) and until the Effective Time, the approval by affirmative vote or written consent of all a majority of the Independent Directors directors of the Company then in office who were not designated by Parent (or, the “Continuing Directors”) (or the approval of the sole Continuing Director if there shall be only one Independent Director then in office, the Independent Continuing Director) shall be required to authorize (and such authorization shall constitute the authorization of the Company's Company Board of Directors, and no other action on the part of the Company, including any action by any committee thereof or any other director of the Company, shall, unless otherwise required by law, shall be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any amendment of this Agreement, including any decrease in or change of form of the Merger Consideration, any extension of time for performance of any obligation or action hereunder by Parent or Merger SubSubsidiary, (iii) any waiver or exercise of compliance with any of the Company's rights, benefits agreements or remedies under this Agreement, or (iv) approval of any other action by conditions contained herein for the Company which could adversely affect the interests benefit of the Stockholders (other than Parent Company, and Merger Subany amendment or change to Section 8.03. Following the election or appointment of Parent’s designees pursuant to Section 2.03(a) and until the Effective Time, any actions with respect to the transactions contemplated herebyenforcement of this Agreement by the Company shall be effected only by the action of a majority of the Continuing Directors (or the approval of the sole Continuing Director if there shall be only one Continuing Director).

Directors. (a) Promptly Effective upon the purchase acceptance for payment of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next nearest whole number, on the Company's Board of Directors such that equals the product of (i) the total number of directors on the Company's Board of Directors and (ii) the percentage that the percentage number of its designees on shares of Common Stock beneficially owned by Parent bears to the Board shall equal the percentage total number of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's BoardBoard of Directors, including, without limitation, increasing the number of directors, and in furtherance thereof, to the extent necessary, increase the size seeking and accepting resignations of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisionincumbent directors. At such time, the Company shall also, upon the request of Parent, will also use its reasonable best efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (number of members, rounded up to the next nearest whole number, on (i) as is on the Company's Board of Directors of each committee of the Company's Board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are (other than the Independent Committee) and (ii) each board of directors of the Company on the date of this Agreement and who are not officers each subsidiary of the Company (and each committee thereof) that represents the "Independent Directors"); provided, however, that (x) notwithstanding same percentage as such individuals represent on the foregoing, in no event shall the requirement to have at least two Independent Board of Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section. Parent or Merger Sub shall supply to the Company in writing, writing and be solely responsible for, for any information with respect to either of them itself and their its nominees, officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise14f-1. (c) Following During the election term of this Agreement, Parent will, and will cause all of its subsidiaries to, take all actions necessary to permit the Independent Committee to continue in existence without diminution of its powers or appointment duties and its members to consist solely of Parent's designees pursuant to Section 2.3(a)the members thereof on the date hereof, or any successors selected (with the approval by affirmative vote or written consent of all a majority of the members of the Independent Committee) by the Board of Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) shall be required to authorize (and such authorization shall constitute the authorization of the Company's Board of DirectorsCompany who are not otherwise employed by Parent or its affiliates. Any amendment, and no other action on the part of the Company, including any action by any committee thereof waiver or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect hereunder, and any action taken by the interests Company or its Board of Directors in connection therewith, shall require the concurrence or consent of a majority of the Stockholders (other than Parent and Merger Sub) with respect to members of the transactions contemplated herebyIndependent Committee.

Directors. (a) Promptly upon Upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Sub pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board Offer of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage Shares which represents a majority of the outstanding shares of Company Common Stock owned of record by Parent (on a fully diluted basis), and each of its direct or indirect Subsidiaries. In furtherance thereoffrom time to time thereafter, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly parties hereto agree to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until the Effective Time, the Board of Directors of the Company shall have at least two such number of directors who are directors of designated by Sub, rounded up to the Company on the date of this Agreement and who are not officers of the Company next whole number (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, but in no event shall the requirement to have at least more than two Independent Directors result in Parent's designees constituting less than a majority the total number of directors on the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any as such person being referred to herein number may be increased as a "Qualified Person"provided herein), willing to serve as an Independent Directorwill give Sub, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply Act, 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 any increase in writing, and be solely responsible for, any information with respect the number of directors pursuant to either of them and their nominees, officers, directors and Affiliates required by such this Section 14(f1.4) and Rule 14f-1 (ii) the percentage (the "Board Percentage") that such number of Shares so purchased bears to the aggregate number of Shares outstanding and the Company shall, upon request by Sub and subject to applicable law, promptly satisfy the Board Percentage by (A) increasing the size of the Board of Directors of the Company or (B) using its reasonable efforts to secure the resignations of such number of directors as is necessary in connection with the appointment or election of any of Parentto enable Sub's designees under Section 2.3(ato be elected to the Board of Directors of the Company and shall cause Sub's designees promptly to be so elected, provided that no such action shall be taken which would result in there being, prior to the consummation of the Merger, less than two directors of the Company who are Continuing Directors (as defined below), except to the extent that all Continuing Directors have resigned. At such times, if requested by Sub, the Company will use its best efforts to cause each committee of the Board of Directors of the Company to include persons designated by Sub constituting the Board Percentage of such committee. The provisions Company shall promptly amend, or cause to be amended, its by-laws, if necessary, to increase the size of Section 2.3(a) are in addition the Board of Directors of the Company if such increase is required to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to satisfy the election of directors or otherwise. (c) Following the election or appointment of Parent's designees Board Percentage pursuant to this Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.l.

Directors. (a) Promptly upon the purchase of and payment for, and as long as the Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by the Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, the Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by the Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Subthe Purchaser, use its reasonable efforts promptly to cause the Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parentthe Purchaser, use its reasonable efforts to cause the Persons designated by the Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company or any of its Subsidiaries (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in the Parent's designees constituting less than a majority of the Company's Board of Directors unless the Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, the Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors Directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a1.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from the Parent and Merger Sub the Purchaser the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a1.3(a). The Company's obligations to appoint the Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Parent or Merger Sub the Purchaser shall supply the Company in writing, and be solely responsible for, writing any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of the Parent's designees under Section 2.3(a1.3(a). The provisions of Section 2.3(a1.3(a) are in addition to and shall not limit any rights that Merger Subthe Purchaser, the Parent 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 election of directors or otherwise. (c) Following the election or appointment of the Parent's designees pursuant to Section 2.3(a1.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) shall be required to authorize (and such authorization shall constitute the authorization of the Company's Board of Directors, Directors and no other action on the part of the Company, including any action by any committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by the Parent or Merger Sub, the Purchaser or (iii) any waiver or exercise of any of the Company's rights, benefits or remedies rights under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.

Directors. (a) Promptly upon the purchase of acceptance for payment of, and payment --------- for, and as long as Parent directly or indirectly owns, not less than a majority any shares of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Sub pursuant to the Offer, Parent and provided that the Minimum Tender Condition has been satisfied, Sub shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to persons so that the next whole number, on designees of Sub constitute the same percentage (but in no event less than a majority) of the Company's Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Companypercentage of Shares acquired in connection with the Offer. The Company shall, upon Sub's Board request, promptly increase the size of Directors of each committee of the Company's Board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board of Directors and/or secure the resignations of such number of directors as is necessary to enable Sub's designees to be elected to the Board of Directors and shall cause Sub's designees to be so elected. Subject to applicable law, the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement take all action requested by Parent necessary to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (effect any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a)election, including mailing to its stockholders the Information Statement containing the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger , and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall supply 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 either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of ParentSub's designees under Section 2.3(adesignees). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise. (c) Following the election or appointment of ParentSub's designees pursuant to this Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) shall be required to authorize (and such authorization shall constitute the authorization of the Company's Board of Directors6.7, and no other action on prior to the part of the CompanyEffective Time, including any action by any committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by Agreement, extension for the Company, (ii) any extension performance or waiver of time for performance the obligations or other acts of any obligation or action hereunder by Parent or Merger Sub, (iii) any Sub or waiver or exercise of any of the Company's rightsrights hereunder, benefits shall require the concurrence of a majority of the Company's directors (or remedies under this Agreementthe concurrence of the director, if there is only one remaining) then in office who are directors of the Company on the date hereof, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders 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 Merger Sub) with respect to until the transactions contemplated herebyEffective Time.

Directors. (a) Promptly Effective upon the purchase acceptance for payment by Merger Subsidiary of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company's Board of Directors such 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 percentage number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares owned of record by Parent or Merger Subsidiary (including Shares accepted for payment) bears to the total number of Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's BoardBoard of Directors, including, without limitation, increasing the number of directors, or seeking and in furtherance thereofaccepting resignations of incumbent directors, or both; PROVIDED that, after the acceptance for payment and prior to the extent necessaryEffective Time (defined below in Section 2.1(b)), increase the size of the Company's Board of Directors shall always have one member who is neither a designee nor an affiliate of Parent or use its reasonable efforts to obtain Merger Subsidiary nor an employee of the resignation of such Company (an "Independent Director"). If the number of its current directors as Independent Directors is necessary to give effect reduced below one for any reason prior to the foregoing provisionEffective Time, the departing Independent Director shall be entitled to designate a person to fill such vacancy. No action proposed to be taken by the Company to amend or terminate this Agreement or waive any action by Parent or Merger Subsidiary shall be effective without the approval of the Independent Director. At such timetimes, the Company shall also, upon the request of Parent, will use its reasonable best efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is such individuals represent on the Company's Board of Directors of (x) each committee of the Company's Board of Directors. Notwithstanding the foregoingBoard, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number each board of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who each subsidiary (1) are Qualified Persons (as defined belowbelow in Section 4.1(a)) and (2z) are willing to serve as Independent Directors), then the number each committee of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any each such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementboard. (b) The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act (defined below in Section 4.1(d)) and Rule 14f-l promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder 14f-l in order to fulfill its obligations under this Section 2.3(a), including mailing 1.3 and shall include in the Schedule 14D-9 such information with respect to stockholders the information Company and its officers and directors as is required by such under Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary 14f-l to fulfill the Company's its obligations under this Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder1.3. Parent or Merger Sub shall will supply to the Company in writing, writing and be solely responsible for, for any information with respect to either of them itself and their its nominees, officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise14f-1. (c) Following the election or appointment of Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.

Directors. (a) Promptly Effective upon the purchase of Acceptance Time and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant from time to the Offertime thereafter, Parent shall be entitled to designate for appointment or election designate, to serve on the Company's then existing Board ’s board of Directorsdirectors, upon written notice to the Company, such number of directors, rounded up to the next whole number, determined by multiplying: (i) the total number of directors on the Board Company’s board of Directors such that directors (giving effect to any increase in the percentage of its designees on the Board shall equal the percentage size of the outstanding Company’s board of directors effected pursuant to this Section 1.3(a)); by (ii) a fraction having a numerator equal to the aggregate number of shares of Company Common Stock then beneficially owned of record by Parent or Acquisition Sub (including all shares of Company Common Stock accepted for exchange pursuant to the Offer), and each having a denominator equal to the total number of its direct or indirect Subsidiariesshares of Company Common Stock then issued and outstanding; provided, however, that in all events the minimum number of the members of the Company’s board of directors shall be five (5) and Parent’s designees shall be of such number so as to constitute at least a majority of the members of the Company’s board of directors, including in the circumstance where the number of shares of Company Common Stock purchased in the Offer shall have been reduced to the Reduced Purchase Amount in the manner contemplated by Section 1.1(h)(ii). In furtherance thereofPromptly following a request from Parent, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action necessary to cause Parent's ’s designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's Board’s board of directors, including seeking and accepting resignations of incumbent directors and, if such resignations are not obtained, increasing the size of the Company’s board of directors; provided that the size of the Company’s board of directors may not exceed nine members, as provided in furtherance thereofthe Company’s Restated Bylaws. From and after the Acceptance Time, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such timerequested by Parent, the Company shall alsoalso use reasonable best efforts, upon as permitted by all applicable Legal Requirements (including the request rules of Parentthe NASDAQ Global Market), use its reasonable efforts to: (A) obtain and deliver to Parent the resignation of each individual who is an officer of the Company; and (B) cause the Persons individuals designated by Parent to constitute at least the same percentage (number of members, rounded up to the next whole number, on (1) as is on the Company's Board of Directors of each committee of the Company's Board ’s board of Directorsdirectors and (2) the board of directors of each Subsidiary of the Company (and each committee thereof) that represents at least the same percentage as individuals designated by Parent represent on the board of directors of the Company. Notwithstanding the foregoingprovisions of this Section 1.3, until at all times prior to the Effective TimeTime (as defined in Section 2.3), the Board of Directors of the Company shall have at least two (2) of the members of the Company’s board of directors designated by the Company prior to the Acceptance Time shall be individuals who are were directors of the Company on the date of this Agreement and who are not officers independent directors for purposes of the Company continued listing requirements of Nasdaq (the "“Independent Directors"”); provided, however, that (x) notwithstanding if at any time prior to the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors Effective Time there shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors only one Independent Director serving as a director of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)for any reason, then the number Company’s board of Independent Directors required hereunder shall be onedirectors shall, unless subject to the following sentence, cause an individual selected by the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of be appointed to serve on the Company, Parent or any ’s board of their respective Subsidiaries directors (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person individual shall be deemed to be an Independent Director for all purposes of under this Agreement). The Company shall designate, or if no prior to the Acceptance Time, two alternate Independent Directors then remainthat the board of directors of the Company shall appoint in the event of death, disability or resignation of the other directors shall be required Independent Directors, each of whom shall, following such appointment to designate two Qualified Persons to fill such vacanciesthe Company’s board of directors, and such persons shall be deemed to be an Independent Directors for purposes Director of this Agreementthe Company. (b) The In connection with the performance of its obligations to cause Parent’s designees to be elected or appointed to the Company’s board of directors, each of the Company and Parent shall use its reasonable best efforts to promptly take all actions required pursuant actions, and the Company shall cause to be included 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 in order to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 require (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees subject to the Company's Board ’s receipt of Directors shall be subject the information with respect to compliance with Parent and its nominees, officers, directors and affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of this Section 2.3(a) 1.3 are in addition to to, and shall not limit limit, any rights right that Merger Acquisition Sub, Parent or any affiliate of their Affiliates Acquisition Sub or Parent may have (with respect to the election of directors or otherwise) under applicable Legal Requirements as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwiseStock. (c) Following the election or appointment of Parent's ’s designees to the Company’s board of directors pursuant to Section 2.3(a1.3(a) and until the Effective Time, if the taking of any of the following actions would reasonably be expected to affect adversely the holders of shares of Company Common Stock (other than Parent or Acquisition Sub), each of the following actions may be effected only if there are on the Company’s board of directors one or more Independent Directors and such action is approved by a majority of such Independent Directors: (i) any action by the Company with respect to any amendment or waiver of any term or condition of this Agreement, the Mergers, or the articles of incorporation or bylaws of the Company; (ii) termination of this Agreement by the Company; (iii) extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Acquisition Sub, or any waiver or assertion of any of the Company’s rights under this Agreement; or (iv) other consent or action by the Company with respect to the Offer, the Mergers or any of the other Contemplated Transactions. To the extent permitted under applicable Legal Requirements, until the Effective Time, (1) the approval of any of the foregoing actions by affirmative vote or written consent of all a majority of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) shall be required to authorize (and such authorization shall constitute the valid authorization of the Company's Board ’s board of Directorsdirectors with respect to such action, and no other action on the part of the Company, including any action Company or by any committee thereof or any other director of the Company, shall, unless otherwise required by law, Company shall be required or permitted to authorizeauthorize such actions and (2) (i) in addition to any amendment or termination of this Agreement by requirements under the Company’s articles of incorporation and bylaws, (ii) any extension quorum of time the Company’s board of directors for performance the purposes of any obligation meeting thereof or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise transacting of business thereby with respect to the approval of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval foregoing actions shall be deemed to require the attendance of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated herebyat least one Independent Director.

Directors. (a) Promptly upon the purchase acquisition by Newco of and payment for, and as long as Parent directly or indirectly owns, not less than such number of shares constituting a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant and from time to the Offertime thereafter, Parent shall be entitled to designate for appointment or election to a majority of the members of Company's then existing Board of Directors, upon written notice subject to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage compliance with Section 14(f) of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect SubsidiariesExchange Act. In furtherance thereof, the Company shall, upon request of Merger Subby Parent, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use Directors, to the extent permitted by its reasonable efforts to obtain Certificate of Incorporation, and/or secure the resignation resignations of such number of its current directors as is necessary to give effect enable Parent's designees to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts be so elected to cause the 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, until the Effective Time, the Board of Directors of the Company and shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in cause Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent to be so elected. Company shall have failed take, at its sole expense, all action necessary to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (effect any such person being referred election, including mailing to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, its stockholders the other directors shall be information required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order form and substance reasonably satisfactory to fulfill Parent and its obligations under Section 2.3(a)counsel, including mailing provided that Newco shall have furnished to stockholders the Company all information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with to be included in the Schedule 14D-9 if it receives from Parent and Merger Sub 14(f)-1 Information Statement (the information below on a basis timely "Schedule 14f-1") with respect to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to on the board. In the event that a Continuing Director (as defined in Section 1.03(b)) resigns from Company's Board of Directors Directors, Parent, Newco and Company shall be subject permit the remaining Continuing Director to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company appoint his successor in writing, and be solely responsible for, any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwisehis reasonable discretion. (cb) Following the election or appointment of Parent's designees pursuant to this Section 2.3(a1.03 and prior to the Effective Time (as defined in Section 2.03), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by Agreement, extension for the Company, (ii) any extension performance or waiver of time for performance the obligations or other acts of any obligation or action hereunder by Parent or Merger Sub, (iii) any Newco or waiver or exercise of any of the Company's rightsrights hereunder, benefits shall require the concurrence of a majority of Company's directors (or remedies under this Agreementthe concurrence of the director, if there is only one remaining) then in office who are directors on the date hereof (a "Continuing Director"), or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders are directors (other than directors designated by Parent and Merger Subin accordance with this Section 1.03) with respect designated by such persons to the transactions contemplated herebyfill any vacancy.

Directors. (a) Promptly upon the purchase of and payment forAcceptance Date, and as long as Parent directly or indirectly ownsfrom time to time thereafter, Parent, may, but shall not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant be required to, designate up to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next nearest whole number, on the Company Board as shall give Parent representation on the Company Board equal to the product of Directors the number of directors on the Company Board (after giving effect to such new Parent designated directors) and the percentage that the percentage number of its designees on Shares purchased in the Board shall equal Offer bears to the percentage number of the outstanding shares of Company Common Stock owned of record by Parent Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger SubParent, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Company Board of Directors or and/or use its reasonable best efforts to obtain secure the resignation resignations of such number of its current directors as is necessary to give effect provide Parent with such level of representation and shall cause Parent’s designees to the foregoing provisionbe so elected. At such time, the The Company shall also, upon the request of Parent, also use its reasonable best efforts to cause the Persons persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's entire Company Board of Directors of to be on (i) each committee of the Company Board, (ii) the board of directors of each Subsidiary of the Company's Board , and (iii) each committee of Directorseach such board, in each case only to the extent permitted by applicable Laws. Notwithstanding the foregoingprovisions of this Section 5.13, until the Parent and the Company shall use reasonable efforts to ensure that, at all times prior to the Effective Time, at least two (2) of the Board of Directors members of the Company shall have at least two directors who Board are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Continuing Directors"); provided, however, that (xi) notwithstanding if at any time prior to the foregoing, in no event Effective Time there shall the requirement to have at least two Independent Directors result in Parent's designees constituting be less than a majority of the Company's Board of two (2) Continuing Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing serving as directors of the Company who for any reason, then the Company Board shall cause an individual or individuals selected by the remaining Continuing Director(s) to be appointed to serve on the Company Board (1and any such individual shall be deemed to be a Continuing Director for all purposes under this Agreement), and (ii) are Qualified Persons (as defined below) and if at any time prior to the Effective Time no Continuing Directors remain on the Company Board, then the Company Board shall appoint two (2) individuals who are willing to serve as Independent Directors)not officers, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer employees or Affiliate Affiliates of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing Purchaser to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, on the Company Board (and such designated Qualified Person individuals shall be deemed to be an Independent Director Continuing Directors for all purposes of under this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement). (b) The Company’s obligations to effect election of Parent’s designees to the Company Board shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder thereunder, if applicable. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 2.3(a)5.13, including mailing to its stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company which, unless Parent otherwise elects, shall mail be so mailed together with the Schedule 14D-9. The Company shall include in the Schedule 14D-9 if it receives from Parent such information with respect to Company and Merger Sub the information below on a basis timely to permit such mailing) its officers and directors as is necessary to fulfill the Company's obligations required under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder in order to fulfill its obligations under this Section 5.13. Parent or Merger Sub shall supply the Company in writingpromptly supply, and be solely responsible for, any information with respect to either of them itself and their nomineesits designees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary to Company, which information shall be true and correct in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwiseall material respects. (c) Following During the period following the election or appointment of Parent's ’s designees pursuant to this Section 2.3(a)5.13 until the Effective Time, the unanimous approval by affirmative vote or written consent of all of the Independent Continuing Directors then in office (or, if there shall be only one Independent Director then in office, the Independent 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement or abandonment by the CompanyCompany or the Company Board of the Merger, (ii) any extension of time for performance of any obligation amendment to the Company Certificate or action hereunder the Company Bylaws, other than as contemplated by Parent or Merger Subthis Agreement, (iii) any extension by the Company or the Company Board of the time for the performance of any of the obligations or other acts of Parent or Purchaser, including any extension of the Closing Date pursuant to Section 2.1 or any extension of the Effective Time of the Merger to any time subsequent to the time of filing of the Certificate of Merger pursuant to Section 2.1, (iv) any waiver or exercise of any of the Company's rights’s rights hereunder, benefits or remedies under (v) any Adverse Recommendation Change. For purposes of this Agreement, “Continuing Directors” shall mean the directors of the Company not affiliated with Parent who were not designated by Parent and (A) were “independent” as defined in the rules of the Nasdaq Global Market, or (ivB) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect were elected subsequent to the transactions contemplated herebydate hereof by, or on the recommendation of, (x) directors who were directors on the date hereof, or (y) the Continuing Directors.

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis for any Shares by Parent or any of its direct or indirect Subsidiaries pursuant to subsidiaries which represents at least a majority of the Offeroutstanding Shares (on a fully diluted basis, as defined in Section 1.1(a)), Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of the total number of directors on such Board (giving effect to the directors designated by Parent pursuant to this sentence) multiplied by the percentage that the percentage number of its designees on Shares so accepted for payment bears to the Board shall equal the percentage total number of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect SubsidiariesShares then outstanding. In furtherance thereof, the Company shall, upon request of Merger Subthe Purchaser, use its best reasonable efforts promptly either to cause 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 Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, shall take all actions available to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts Company to obtain the resignation of such number of its current directors as is necessary cause Parent's designees to give effect to the foregoing provisionbe so elected. At such time, the Company shall alsoshall, upon the request of if requested by Parent, use its reasonable efforts to also cause the Persons persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board (ii) each board of Directors directors (or similar body) of each Subsidiary (as defined in Section 3.1) of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (yiii) if the number of Independent Directors shall be reduced below two for any reason whatsoever each committee (or if immediately following Consummation similar body) of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any each such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementboard. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunder in order to fulfill its obligations under Section 2.3(a1.3(a), including mailing to stockholders together with Schedule 14D-9 the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint enable Parent's designees to be elected to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderDirectors. Parent or Merger Sub shall the Purchaser will supply the Company in writing, and be solely responsible for, for any information with respect to either of them and their nominees, officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a)14f-1. The provisions of this Section 2.3(a) 1.3 are in addition to and shall not limit any rights that Merger Subwhich the Purchaser, Parent or any of their Affiliates affiliates may have as a holder or beneficial owner of shares of Company Common Stock Shares as a matter of law with respect to the election of directors or otherwise. (c) Following In the election or appointment of event that Parent's designees pursuant are elected to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) shall be required to authorize (and such authorization shall constitute the authorization of the Company's Board of Directors, and no other action until the Effective Time (as defined below), the Company's Board shall have at least two directors who are directors on the part 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's Board, after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective Time, the affirmative vote of a majority of the Company, including any action by any committee thereof or any other director of the Company, shall, unless otherwise required by law, Independent Directors shall be required to (a) amend or permitted to authorize) (i) any amendment or termination of terminate this Agreement by the Company, (iib) any extension of time for performance of any obligation exercise or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of waive any of the Company's rights, benefits or remedies under this Agreementhereunder, or (ivc) approval of take any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) Company's Board under or in connection with respect to the transactions contemplated herebythis Agreement.

Directors. (a) Promptly Effective upon the purchase acceptance for payment by Merger Subsidiary of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the OfferOffer (the "Appointment Time"), Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company's Board of Directors such 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 percentage number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares owned of record by Parent or Merger Subsidiary (including Shares accepted for payment) bears to the total number of Shares outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's BoardBoard of Directors, including, without limitation, increasing the number of directors, or seeking and in furtherance thereofaccepting resignations of incumbent directors, or both; provided that, prior to the extent necessaryEffective Time (defined below in Section 2.3), increase the size of the Company's Board of Directors or use its reasonable efforts shall always have at least two members who were directors of the Company prior to obtain consummation of the resignation of such Offer (each, a "Continuing Director"). If the number of its current directors as Continuing Directors is necessary reduced to give effect less than two for any reason prior to the foregoing provisionEffective Time, the remaining and departing Continuing Directors shall be entitled to designate a person to fill the vacancy. At such timetimes, the Company shall also, upon the request of Parent, will use its reasonable best efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is such individuals represent on the Company's Board of Directors of (x) each committee of the Company's Board Board, (y) each board of Directorsdirectors of each subsidiary (defined below in Section 4.1(a)) and (z) each committee of each such board. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of anything in this Agreement and who are not officers of to the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoingcontrary, in no the event shall the requirement to have at least two Independent Directors result in that Parent's designees constituting less than a majority of are elected to the Company's Board of Directors unless Parent shall have failed prior to designate a sufficient number the Effective Time, the affirmative vote of Persons to constitute at least a majority and (y) if the number of Independent Continuing Directors shall be reduced below two required for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who to (1a) are Qualified Persons (as defined below) and (2) are willing amend or terminate this Agreement or agree or consent to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer any amendment or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes termination of this Agreement, (b) waive any of the Company's rights, benefits or if no Independent Directors then remainremedies hereunder, (c) extend the time for performance of Parent's and Merger Subsidiary's respective obligations hereunder, or (d) approve any other directors shall be required action by the Company which is reasonably likely to designate two Qualified Persons adversely affect the interests of the stockholders of the Company (other than Parent, Merger Subsidiary and their affiliates (other than the Company and its subsidiaries)), with respect to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of the transactions contemplated by this Agreement. (b) The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder 14f-l in order to fulfill its obligations under this Section 2.3(a), including mailing 1.3 and shall include in the Schedule 14D-9 such information with respect to stockholders the information Company and its officers and directors as is required by such under Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary 14f-l to fulfill the Company's its obligations under this Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder1.3. Parent or Merger Sub shall will supply to the Company in writing, writing and be solely responsible for, for any information with respect to either of them itself and their its nominees, officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise14f-1. (c) Following the election or appointment of Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.

Directors. (a) Promptly upon the purchase by Purchaser of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board as will give Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors which equals the product of the total number of directors on the Company Board (giving effect to the directors appointed or elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent or any affiliate of Parent (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the number of Shares outstanding. At each such time, the Company will also cause (i) each committee of the Company Board, (ii) if requested by Parent, the Company Board of Directors each of the Subsidiaries and (iii) if requested by Parent, each committee of such that board to include persons designated by Parent constituting the same percentage of its each such committee or board as Parent's designees constitute on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect SubsidiariesBoard. In furtherance thereof, the The Company shall, upon request of Merger Subby Parent, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Company Board of Directors or use exercise its reasonable best efforts to obtain secure the resignation resignations of such number of its current directors as is necessary to give effect enable Parent's designees to be elected to the foregoing provision. At such time, Company Board in accordance with the Company terms of this Section 1.3 and shall also, upon the request of cause Parent, use its reasonable efforts 's designees to cause the 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 Directorsbe so elected. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of Time (as defined in Section 2.2 hereof) the Company Board shall have at least two directors who are directors of the Company on the date of this Agreement hereof and who are not neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the Federal securities laws) of Parent (such directors, the "Independent Directors"); provided, howeverprovided further, that (x) notwithstanding the foregoing, in no event shall the requirement if at any time or from time to have at least time fewer than two Independent Directors result in Parent's designees constituting less than a majority of remain, the Company's other directors shall elect to the Company Board of Directors unless Parent shall have failed to designate a sufficient such number of Persons to constitute at least a majority and (y) if the number of Independent Directors persons who shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors neither officers of the Company who (1) are Qualified Persons (as defined below) nor designees, shareholders, affiliates or associates of Parent so that the total of such persons and (2) are willing to serve as Independent Directors), then the number of remaining Independent Directors required hereunder shall be one, unless serving on the remaining Independent Director Company Board is able at least two. Any such person elected to identify a person, who is not an officer or Affiliate the Company Board pursuant to the second proviso of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person preceding sentence shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain. Subject to applicable law, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 2.3(a), including mailing 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Parent has not theretofore designated directors) such information with respect to the Company and its officers and directors as is required by such under Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary in order to fulfill the Company's its obligations under this Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder1.3. Parent or Merger Sub shall will supply the Company in writing, and be solely responsible for, any information with respect to either of them itself and their its nominees, officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary 14f-1. Notwithstanding anything in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect this Agreement to the election contrary, following the time directors designated by Parent constitute a majority of directors or otherwise. (c) Following the election or appointment of Parent's designees pursuant Company Board and prior to Section 2.3(a)the Effective Time, the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment amend or termination terminate on behalf of the Company this Agreement by or the CompanyCompany Stock Option Agreement, (ii) any extension of time for performance of any obligation exercise or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of waive any of the Company's rights, benefits rights or remedies under this Agreementhereunder or thereunder, (iii) extend the time for performance of Parent's or Purchaser's obligations hereunder or thereunder or (iv) approval of take any other action required to be taken by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated herebyBoard hereunder or thereunder.

Directors. (a) Promptly Subject to compliance with applicable Law, promptly upon the purchase of and initial acceptance for payment for, and as long as Parent directly or indirectly owns, not less than a majority by Sub of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Tendered Shares pursuant to the OfferOffer (the “Acceptance Time,” the use of which term herein shall not depend upon whether Parent shall exercise its rights under this Section 1.03) representing at least such number of Shares as shall satisfy the Minimum Condition, and from time to time thereafter, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of Directors such the total number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to the next sentence) multiplied by the percentage that the percentage aggregate number of Shares beneficially owned by Parent or its designees Affiliates at such time (including Shares so accepted for payment and, if the Top-Up Option is exercised, the Shares purchased upon the exercise of the Top-Up Option) bears to the total number of Shares then outstanding; provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company Board shall equal the percentage as long as Parent and its Affiliates beneficially own a majority of the outstanding shares Shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiariesthe Company. In furtherance thereof, promptly upon the Acceptance Time, the Company shall, upon request of Merger SubParent, use its reasonable efforts promptly take all actions necessary to cause Parent's ’s designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed elected or elected to appointed, including (at the Company's Boardelection of Parent), and in furtherance thereofwithout limitation, to the extent necessary, increase increasing the size of the Company Board and/or seeking the resignations of Directors one or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisionmore incumbent directors. At such time, the Company shall alsoshall, upon the request of Parent, use its reasonable efforts also promptly take all actions necessary to cause the Persons individuals designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Company Board of Directors of (i) each committee of the Company's Board Company Board, (ii) each board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board directors (or similar body) of Directors each Subsidiary of the Company shall have at least two directors who are directors and (iii) each committee (or similar body) of each such board. Prior to the consummation of the Offer, the Company shall obtain irrevocable resignations of each director on the date of this Agreement and who are not officers of Company Board, each such resignation to be contingent solely upon the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation consummation of the Offer there are not at least two then-existing directors and the Company’s acceptance of such resignation. The Company shall make available to Parent complete and correct copies of such resignations prior to the consummation of the Offer. Upon the consummation of the Offer, the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the shall accept such number of Independent Directors required hereunder shall resignations as will be one, unless necessary to effectuate the remaining Independent Director is able to identify a person, who is not an officer or Affiliate exercise of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"Parent’s rights under this Section 1.03(a), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company’s obligations to appoint Parent’s designees to the Company Board pursuant to Section 1.03(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 2.3(a)1.03, including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail Stockholders together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations required under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with to enable Parent’s designees to be elected or appointed to the appointment or election of Company Board. Parent shall supply to the Company any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law information with respect to itself and its officers, directors and Affiliates to the election of directors or otherwiseextent required by Section 14(f) and Rule 14f-1. (c) Following In the election event that Parent’s designees are elected or appointment appointed to the Company Board pursuant to this Section 1.03 then, until the Effective Time, the Company shall use reasonable best efforts to cause the Company Board to maintain at least three (3) directors who are members of the Company Board on the date of this Agreement and who are independent for purposes of Rule 10A-3 under the Exchange Act (the “Independent Directors”); provided, however, that if the number of Independent Directors is reduced below three (3) 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 or, if no Independent Directors then remain, the other directors shall designate three (3) individuals to fill such vacancies who are independent for purposes of Rule 10A-3 under the Exchange Act, and such individuals shall be deemed to be Independent Directors for purposes of this Agreement; provided, further, that after the Acceptance Time, the Company shall, upon Parent's ’s request, take all action reasonably necessary to elect to be treated as a “Controlled Company” for purposes of Listing Rule 5615(c) of the NASDAQ rules (or any successor provision) and make all necessary filings and disclosures associated with such status. The Company and the Company Board shall promptly take all action as may be necessary to comply with their obligations under this Section 1.03(c). Notwithstanding anything in this Agreement to the contrary, from and after the time, if any, that Parent’s designees pursuant to this Section 2.3(a), the approval by affirmative vote or written consent of all 1.03 constitute a majority of the Independent Directors then in office (orCompany Board and prior to the Effective Time, if there shall be only one Independent Director then in officesubject to the terms hereof, the Independent 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension by the Company of the time for the performance of any obligation of the obligations or action hereunder by other acts of Parent or Merger Sub, (iii) any Sub or waiver or exercise of any of the Company's rights’s rights hereunder, benefits or remedies under this Agreement, or (iv) approval will require the concurrence of any other action by the Company which could adversely affect the interests a majority of the Stockholders Independent Directors (or in the case where there are two (2) or fewer Independent Directors, the concurrence of one (1) Independent Director) if such amendment, termination, extension or waiver would reasonably be expected to have an adverse effect on any holders of Shares other than Parent and Merger or Sub) with respect to the transactions contemplated hereby.

Directors. (a) Promptly Effective upon the purchase of Acceptance Time and payment for, and as for so long thereafter as Parent and its Subsidiaries directly or indirectly owns, not less own in the aggregate more than a majority 50% of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the OfferShares, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such the number of directors, rounded up to the next nearest whole number, on the Board of Directors such that equals the percentage product of its designees (i) the total number of directors on the Board shall equal of Directors (giving effect to the election of any additional directors pursuant to this Section 2.03) and (ii) the percentage that the number of the outstanding shares of Company Common Stock Shares beneficially owned of record by Parent and/or Merger Subsidiary (including Shares accepted for payment) bears to the total number of Shares then outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shallCompany, upon request of Merger SubParent, use its reasonable efforts shall promptly to cause Parent's ’s designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain Directors, including by increasing the resignation of such number of its current directors, seeking and accepting resignations of incumbent directors or amending the Company Bylaws as is necessary to give effect to the foregoing provision; provided that, prior to the Effective Time, the Board of Directors shall always have at least three Continuing Directors. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (number of members, rounded up to the next whole number, on (A) as is on the Company's Board of Directors of each committee of the Company's Board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board of Directors and (B) as requested by Parent, each board of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers each Subsidiary of the Company (and each committee thereof) that represents the "Independent same percentage as such individuals represent on the Board of Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall each case to the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority extent permitted by Applicable Law and the rules of the Company's Board Nasdaq. The provisions of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1this Section 2.03(a) are Qualified Persons (as defined below) in addition to and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Companylimit any rights that Merger Subsidiary, Parent or any of their respective Subsidiaries (any such person being referred to herein affiliates may have as a "Qualified Person"), willing holder or beneficial owner of Shares as a matter of law with respect to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person the election of directors or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementotherwise. (b) The Company Company’s obligations to appoint Parent’s designees to the Board of Directors shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange 1934 Act and Rule 14f-1 promulgated thereunder thereunder. The Company shall promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 2.3(a)2.03, including mailing to the stockholders of the Company the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from so long as Parent shall have timely provided to the Company all information with respect to Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with its designees, officers, directors and Affiliates required by Section 14(f) of the Exchange 1934 Act and Rule 14f-1 promulgated thereunder). Parent or Merger Sub shall supply to the Company in writing, writing and be solely responsible for, for any information with respect to either of them itself and their its nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise14f-1. (c) Following the election or appointment of Parent's ’s designees pursuant to Section 2.3(a)2.03(a) and until the Effective Time, the approval by affirmative vote or written consent of all a majority of the Independent Directors directors of the Company then in office who were not designated by Parent (or, if there shall be only one Independent Director then in office, the Independent Director“Continuing Directors”) shall be required to authorize (and such authorization shall constitute the authorization of the Company's Board of Directors, Directors and no other action on the part of the Company, including any action by any committee thereof or any other director of the Company, shall, unless otherwise required by law, shall be required or permitted to authorize) ): (i) any amendment or termination of this Agreement by the Company, (ii)) any amendment of this Agreement requiring action by the Board of Directors, (iii) any extension of time for performance of any obligation or action hereunder by Parent or Merger SubSubsidiary, (iiiiv) any waiver or exercise of compliance with any of the Company's rightsagreements or conditions contained herein for the benefit of the Company and (v) any other consent, benefits action or remedies under recommendation by the Company or the Board of Directors with respect to this Agreement, the Offer or (iv) approval of the Merger or any other action transaction contemplated thereby or in connection therewith. 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 appropriate by the Company which could adversely affect Continuing Directors and shall have the interests authority to institute any action on behalf of the Stockholders Company to enforce the performance of this Agreement. (other than Parent and Merger Subd) with respect In the event that Parent’s designees are elected or appointed to the transactions contemplated herebyBoard of Directors pursuant to Section 2.03(a), until the Effective Time, the Company and Parent shall reasonably cooperate to ensure that the Board of Directors shall have at least such number of directors as may be required by the Nasdaq Marketplace Rules or the federal securities laws who are considered independent directors within the meaning of such rules and laws.

Directors. (a) Promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority for such number of the issued and outstanding shares of Company Common Stock on a fully diluted basis Shares by Parent or any of its direct or indirect Subsidiaries pursuant to Purchaser that satisfy the OfferMinimum Condition, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company's Board of Directors such 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) multiplied by (ii) the percentage that the percentage number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares beneficially owned of record by Parent and each and/or Purchaser (including Shares accepted for payment) bears to the total number of its direct or indirect SubsidiariesShares outstanding. In furtherance thereof, the The Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain Directors, including increasing the resignation of such number of its current directors as is necessary to give effect to the foregoing provisionand seeking and accepting resignations of incumbent directors. At such time, to the extent requested by Parent, the Company shall also, upon the request of Parent, also use its reasonable best efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (number of members, rounded up to the next whole number, on (x) each committee of the Board of Directors and (y) each Board of Directors of each subsidiary of the Company (and each committee thereof) that represents the same percentage as is such individuals represent on the Company's Board of Directors as permitted by the rules of each committee The Nasdaq Stock Market. Notwithstanding the provisions of this Section 1.3, the parties hereto shall use their respective best efforts to ensure that at least two (2) of the members of the Company's Board of Directors. Notwithstanding the foregoingDirectors shall, until at all times prior to the Effective Time, the Board of Directors be directors of the Company shall have at least two directors who are were directors of the Company on the date of this Agreement and who are not officers of the Company hereof (the "Independent DirectorsCONTINUING DIRECTORS") (which, in the case of Parent, shall include the voting of all Shares held by it for the election of such persons as directors of the Company); providedprovided that if there are in office fewer than two Continuing Directors for any reason, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate cause a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless person designated by the remaining Independent Continuing Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person vacancy who shall be deemed to be an Independent a Continuing Director for all purposes of this Agreement, or if no Independent Continuing Directors then remain, the other directors of the Company then in office shall be required to designate two Qualified Persons (2) persons to fill such vacanciesvacancies who will not be officers or employees or affiliates of the Company, Parent or Purchaser or any of their respective subsidiaries and such persons shall be deemed to be Independent Continuing Directors for all purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub The Company shall supply the Company in writingpromptly take all actions, and be solely responsible for, any shall include in the Schedule 14D-9 such information with respect to either of them the Company and their nominees, its directors and officers, directors and Affiliates required by such as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3, so long as is necessary Parent has provided to the Company on a timely basis the information referred to in connection with the appointment or election of following sentence. Parent shall supply to the Company in writing and be solely responsible for any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law information with respect to the election of directors or otherwiseitself and its nominees, directors, officers and affiliates required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Parent's designees pursuant to Section 2.3(a)1.3(a) and until the Effective Time, the approval by affirmative vote or written consent of all a majority of the Independent Continuing Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) shall be required to authorize (and such authorization shall constitute the authorization of the Company's Board of Directors, Directors and no other action on the part of the Company, including any action by any committee thereof or any other director of the Company, shall, unless otherwise required by law, shall be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any amendment of this Agreement requiring action by the Company's Board of Directors, any extension of time for performance of any obligation or action hereunder by Parent or Merger SubPurchaser, (iii) any waiver or exercise of compliance with any of the agreements or conditions contained herein for the benefit of the Company, any consent or action by the Company's rights, benefits or remedies under this Agreement, or (iv) approval Board of Directors hereunder and any other action by of the Company hereunder which could adversely affect affects the interests holders of the Stockholders Shares (other than Parent and Merger Subor Purchaser) with respect to the transactions contemplated herebyor holders of Stock Options (as defined below).

Directors. (a) Promptly upon the purchase of and acceptance for payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by --------- Parent or any of its direct or indirect Subsidiaries subsidiaries of Shares pursuant to the Offer, Parent shall be entitled the Company will, subject to designate for appointment or election compliance with Section 14(f) of the Exchange Act, take all actions necessary to cause persons designated by Purchaser to become directors of the Company so that the total number of such persons equals the product of the total number of directors on the Company Board (giving effect to the directors appointed or elected pursuant to this sentence and including current directors serving as officers of the Company's then existing Board ) multiplied by the percentage that the aggregate number of DirectorsShares beneficially owned by Parent, upon written notice Purchaser or any of their affiliates (including for purposes of this Section 1.03, such Shares as are accepted for payment pursuant to the CompanyOffer, such but excluding Shares held by the Company or any of its affiliates, which would not include Parent, Purchaser or any of their respective affiliates) bears to the number of directorsShares then outstanding; provided, rounded up however, that if the number of Shares purchased pursuant -------- ------- to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage Offer equals or exceeds a majority of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereofShares, the Board percentage described above will in all events be a majority of the members of the Company shallBoard. Notwithstanding any other provision hereof, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so Parent's designees are appointed or elected to the Company's Company Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until the Effective TimeTime (as defined in Section 2.02), the Company Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not executive officers of the Company or, if no such persons are willing or able so to serve, who qualify as "independent directors" within the meaning of the New York Stock Exchange ("NYSE") Listed Company Manual (the "Independent ---- --------------------- ----------- Directors"); provided. At such times, howeverthe Company will use its best efforts to cause (i) --------- each committee of the Company Board, that (xii) notwithstanding if requested by Parent, the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority board of directors of each of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority subsidiaries and (yiii) if requested by Parent, each committee of such subsidiaries' boards to include persons designated by Parent constituting the number same percentage of Independent Directors shall be reduced below two for any reason whatsoever (each such committee or if immediately following Consummation of the Offer there board as Parent's designees are not at least two then-existing directors of the Company who (1) are Qualified Persons (Board. The Company shall, upon request by Parent, promptly increase the size of the Company Board or secure the resignations of such number of directors, or both, as defined belowis necessary to enable Parent's designees to be elected or appointed to the Company Board pursuant to this Section 1.03(a) and (2) are willing shall cause Parent's designees to serve as Independent Directors)be so elected or appointed. The Company Board shall approve, then and by approving the number execution and delivery of Independent Directors required hereunder shall be onethis Agreement by the Company, unless hereby does approve the remaining Independent Director is able to identify a person, who is not an officer or Affiliate taking of action by stockholders of the Company, Parent by written consent, to amend the By-Laws of the Company as may be necessary or any of their respective Subsidiaries (any such person being referred desirable to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes effect the provisions of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this AgreementSection 1.03. (b) The Following the election or appointment of Parent's designees pursuant to this Section 1.03, and prior to the Effective Time, the approval of a majority of the Independent Directors shall be required to authorize (i) any amendment of this Agreement or the Certificate of Incorporation or By-Laws of the Company, (ii) any termination of this Agreement by the Company, (iii) any consent by the Company to any extension of the time for performance of any of the obligations or other acts of Parent or Purchaser or (iv) any waiver by the Company of compliance with any of the covenants or conditions contained in this Agreement for the benefit of the Company or any other rights of the Company under this Agreement. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 1.03, is not a director at the Effective Time, shall be entitled to receive all payments (other than attendance fees) at the time such director resigns as he or she otherwise would have been entitled to receive under policies or programs in effect on the date hereof if he or she had been a director as of the Effective Time. (c) Subject to applicable law, the Company shall promptly take all actions required action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 2.3(a), including mailing 1.03 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Parent has not theretofore designated directors) such information with respect to the Company and its officers and directors as is required by such under Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from in order to fulfill its obligations under this Section 1.03. Parent and Merger Sub the information below on a basis timely Purchaser shall furnish to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, a timely manner so as to permit the Company to fulfill its obligations under this Section 1.03 and be solely responsible for, for any information with respect to either of them itself and their its nominees, officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with 14f-1. Subject to clause (b) of this Section 1.03, the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of this Section 2.3(a) 1.03 are in addition to and shall not limit any rights that Merger SubParent, Parent Purchaser or any of their Affiliates respective affiliates may have as a holder or beneficial owner of shares of Company Common Stock Shares as a matter of law with respect to the election of directors or otherwise. (c) Following the election or appointment of Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.

Directors. (a) Promptly upon after the purchase first time at which the Purchaser accepts for payment shares of and payment forCompany Common Stock pursuant to the Offer (the “Acceptance Time”) satisfying the Minimum Condition, and from time to time thereafter as long shares of Company Common Stock are accepted for payment and paid for by the Purchaser, the Purchaser shall be entitled to designate such number of members of the Company Board (the “Purchaser Designees”), rounded up to the nearest whole number, as will give the Purchaser representation on the Company Board equal to the product of the total number of members of the Company Board (after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the number of shares of Company Common Stock beneficially owned by the Parent directly or indirectly owns, not the Purchaser at such time (including shares of Company Common Stock so accepted for payment) bears to the total number of shares of Company Common Stock then outstanding; provided that in no event shall the Purchaser Designees constitute less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect SubsidiariesBoard. In furtherance thereof, the Company shall, upon the request of Merger Subthe Purchaser, use its reasonable best efforts promptly to cause Parent's designees (and in any replacement designees in the event that any designee shall no longer be on the Board of Directorswithin one business day) either to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Company Board of Directors or use its reasonable efforts to obtain secure the resignation resignations of such number of its current directors the Company’s incumbent directors, or both, as is necessary to give effect enable the Purchaser Designees to be so elected or appointed to the foregoing provisionCompany Board and the Company shall take all actions available to the Company to cause the Purchaser Designees to be so elected or appointed. At such time, the Company shall alsoshall, upon if requested by the request of ParentPurchaser, use its reasonable efforts also take all action necessary to cause the Persons persons designated by Parent the Purchaser to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Company Board of Directors of (i) each committee of the Company's Board Company Board, (ii) each board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board directors (or similar body) of Directors each subsidiary of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (yiii) if the number of Independent Directors shall be reduced below two for any reason whatsoever each committee (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(fsimilar body) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by each such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a)board. The provisions of this Section 2.3(a) 1.3 are in addition to and shall not limit any rights that Merger Subwhich the Purchaser, the Parent or any of their Affiliates 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 election of directors or otherwise. (b) The Company shall take all actions required in order to fulfill its obligations under Section 1.3(a), including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as part of the Schedule 14D-9, provided that the Parent and the Purchaser have timely supplied to the Company in writing any information with respect to the Parent and the Purchaser and the Purchaser Designees to the extent required by such Section 14(f) and Rule 14f-1, and Parent shall be solely responsible for such information. (c) Following Notwithstanding the election or appointment provisions of Parent's designees pursuant this Section 1.3, the parties hereto shall use their respective reasonable best 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 2.3(a2.3 hereof), the approval by affirmative vote or written consent of all be directors of the Company who were directors of the Company on the date hereof (the “Independent Directors then in office (orDirectors”), provided that, if there shall be only one 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 officeoffice shall designate two persons to fill such vacancies who will not be directors, officers, employees or affiliates of the Independent Director) Parent or the Purchaser and such persons shall be required deemed to authorize (be Independent Directors for all purposes of this Agreement. From and such authorization shall after the time, if any, that the Purchaser Designees constitute the authorization a majority of the Company's Company Board of Directorsand prior to the Effective Time, and no other action on subject to the part of the Companyterms hereof, including any action by any committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or modification of this Agreement, any termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by of the obligations of the Parent or Merger Subthe Purchaser hereunder, (iii) any waiver of any condition to the Company’s obligations hereunder or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders ’s rights hereunder (other than Parent and Merger Suba waiver of clause (A) with respect of Section 2.7(b)) or any amendment to the transactions contemplated herebyCompany’s certificate of incorporation or bylaws 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 the purchase Each share of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Series C Preferred Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the Offer, Parent shall be entitled to designate for appointment or election one vote, and holders of fractional shares shall have the right to a fractional vote. Upon election, such directors shall become additional directors of the Company's then existing Board Corporation and the authorized number of Directors, upon written notice to directors of the Company, Corporation shall thereupon be automatically increased by such number of directors. Such right of the holders of Series C Preferred Stock to elect directors may be exercised until all dividends in default on the Series C Preferred Stock shall have been paid in full, rounded up and when so paid and set apart, the right of the holders of Series C Preferred Stock to elect such number of directors shall cease, the term of such directors shall thereupon terminate, and the authorized number of directors of the Corporation shall thereupon return to the next whole numbernumber of authorized directors otherwise in effect, on but subject always to the Board same provisions for the vesting of Directors such special voting rights in the case of any such future dividend default or defaults. The fact that dividends have been paid and set apart as required by the percentage of its designees on preceding sentence shall be evidenced by a certificate executed by the Board shall equal President and the percentage Chief Financial Officer of the outstanding shares of Company Common Stock owned of record by Parent Corporation and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly delivered to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) . The directors so elected by holders of Series C Preferred Stock shall serve until the certificate described in the preceding sentence shall have been delivered to be so appointed or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisionuntil their respective successors shall be elected or appointed and qualify. At any time when such timespecial voting rights have been so vested in the holders of the Series C Preferred Stock, the Company shall alsoSecretary of the Corporation may and, upon the written request of Parent, use its reasonable efforts to cause the 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 holders of Directors record of each committee 10% or more of the Company's Board number of Directors. Notwithstanding the foregoing, until the Effective Time, the Board of Directors shares of the Company shall have Series C Preferred Stock then outstanding addressed to such Secretary at least two directors who are directors the principal office of the Company on Corporation in the date State of this Agreement and who are not officers New York, shall call a special meeting of the Company holders of the Series C Preferred Stock for the election of the directors to be elected by them as hereinabove provided, to be held in the case of such written request within forty (40) days after delivery of such request, and in either case to be held at the "Independent Directors")place and upon the notice provided by law and in the Bylaws of the Corporation for the holding of meetings of stockholders; provided, however, that (x) notwithstanding the foregoing, in no event Secretary shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill call such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise. (c) Following the election or appointment of Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) special meeting (i) if any amendment such request is received less than ninety (90) days before the date fixed for the next ensuing annual or termination special meeting of this Agreement by the Company, stockholders or (ii) if at the time any extension such request is received, the holders of time for performance of any obligation or action hereunder Series C Preferred Stock are not entitled to elect such directors by Parent or Merger Sub, (iii) any waiver or exercise of any reason of the Company's rights, benefits or remedies under this Agreement, or occurrence of an event specified in the third sentence of subparagraph (ivd) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated herebybelow.

Directors. Section 2.1 From the date hereof until July 25, 2010 (a) Promptly upon the purchase of and payment for“Initial Period”), and as so long as Parent directly the Unitholders (or indirectly ownstheir permitted assignees) remain Affiliates of any member of the ▇▇▇▇▇▇▇ Family, not the Unitholders (or their permitted assignees) shall have the right to designate two Directors who are Qualified Candidates. After the Initial Period, so long as the Unitholders (or their permitted assignees) remain Affiliates of any member of the ▇▇▇▇▇▇▇ Family, the Unitholders (or their permitted assignees) shall have the right to designate a number of Directors as set forth below so long (and only so long) as the members of the ▇▇▇▇▇▇▇ Family Beneficially Own, in the aggregate, the percentage of outstanding Common Units set forth below: A. two 35% or more B. one 10% or more but less than 35% C. none less than 10% Section 2.2 The Unitholders shall affect such designation only by delivering to the GP a written notice (the “Designation Notice”) identifying a first Qualified Candidate and, if applicable, a second Qualified Candidate. Each Designation Notice must be signed by the person then serving as representative of the Sellers pursuant to Section 12(h) of the Contribution Agreement, or failing such person’s willingness or ability to serve, another person selected by the holders of a majority of the issued Common Units then Beneficially Owned by members of the ▇▇▇▇▇▇▇ Family (such person, the “Representative”) and each Qualified Candidate designated therein. In the Designation Notice, the signatories thereto must certify the following, as applicable: (a) Each Qualified Candidate shall (i) represent and warrant that such candidate satisfies the standards set forth in the definition of Qualified Candidate and (ii) agree that (1) such candidate’s term is only for so long as such standards continue to be satisfied and the members of the ▇▇▇▇▇▇▇ Family Beneficially Own the required percentage of outstanding shares Common Units and (2) if requested by a majority of Company Common Stock on a fully diluted basis by Parent or the Board (exclusive of any of its direct or indirect Subsidiaries pursuant Qualified Candidates), such candidate shall promptly tender such candidate’s resignation to the Offer, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Board of Directors such that the percentage of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed such representation and warranty is or elected to the Company's Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors becomes inaccurate or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); provided, however, that (x) notwithstanding the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation of the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementterm has expired. (b) The Company Representative shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act represent and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them and their nominees, officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise. (c) Following the election or appointment of Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) warrant: (i) any amendment or termination of this Agreement by that such person is the Companyduly acting Representative, (ii) any extension to the Representative’s knowledge, all of time for performance of any obligation or action hereunder by Parent or Merger Sub, the information contained in the relevant Designation Notice is accurate and (iii) the number of Common Units Beneficially Owned by each member of the ▇▇▇▇▇▇▇ Family, as well as the manner/chain of title by which such ownership exists, and shall agree to provide the Board with any waiver or exercise evidence thereof reasonably requested by at least a majority of the Directors (exclusive of any Qualified Candidates). Section 2.3 After the Initial Period, in the event that two Qualified Candidates are Directors and either the members of the Company's rights, benefits ▇▇▇▇▇▇▇ Family cease to Beneficially Own at least 35% of the then outstanding Common Units or remedies under this Agreement, the Unitholders (or (ivtheir permitted assignees) approval are not then Affiliates of any other action member of the ▇▇▇▇▇▇▇ Family, the term of the second Qualified Candidate shall automatically expire. After the Initial Period, in the event that one or two Qualified Candidates are Directors and either the members of the ▇▇▇▇▇▇▇ Family cease to Beneficially Own at least 10% of the then outstanding Common Units or the Unitholders (or their permitted assignees) are not then Affiliates of any member of the ▇▇▇▇▇▇▇ Family, the term of all such Qualified Candidates shall automatically expire. In addition, each Qualified Candidate’s term shall expire promptly after such candidate no longer satisfies the standards set forth in the definition of Qualified Candidate. Section 2.4 The Partnership, the Company and the GP Stockholder each agree to cause any Qualified Candidate properly designated by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect Unitholders pursuant to the transactions contemplated herebyterms of this Agreement to be appointed as a Director for the term specified herein.

Directors. (a) Promptly Subject to compliance with applicable Law, promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of by the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries 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, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of Directors such the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares beneficially owned of record by Parent or its affiliates bears to the total number of Common Shares then outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger SubParent, use its reasonable efforts promptly take all actions necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Boardelected, and in furtherance thereofincluding, to the extent if necessary, increase increasing the size of the Company Board and/or seeking the resignations of Directors one or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors")more existing directors; provided, however, that prior to the Effective Time (x) notwithstanding as defined in Section 2.2), the foregoing, in no event Company Board shall the requirement to always have at least two Independent Directors result in Parent's members who are not officers, directors, employees or designees constituting less than a majority of the Purchaser or any of its affiliates (other than the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and ) (y) if "Purchaser Insiders"). If the number of Independent Directors shall be directors who are not Purchaser Insiders is reduced below two for any reason whatsoever (or if immediately following Consummation of prior to the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)Effective Time, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, director who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director Purchaser Insider shall be entitled to designate any such Qualified Person or Persons a person to fill such vacancy, vacancy who is not a Purchaser Insider and such designated Qualified Person who shall be a director not deemed to be an Independent Director a Purchaser Insider for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for all purposes of this Agreement. (b) The Company Company's obligations to appoint Parent's designees to the Board shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) 1.3 and Rule 14f-1 (which the Company shall mail together with include in the Schedule 14D-9 if it receives from Parent such information with respect to the Company and Merger Sub the information below on a basis timely to permit such mailing) its officers and directors as is necessary required under such Section and Rule in order to fulfill the Company's its obligations under this Section 2.3(a)1.3. The Company's obligations to appoint Parent's designees Parent will supply to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them itself and their nominees, its officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwiseRule. (c) Following the election or appointment of Parent's designees pursuant to this Section 2.3(a)1.3 and prior to the Effective Time, the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension by the Company of the time for the performance of any obligation of the obligations or action hereunder by other acts of Parent or Merger Sub, (iii) any the Purchaser or waiver or exercise of any of the Company's rightsrights or conditions to consummation of the Merger hereunder, benefits or remedies under this Agreement, or (iv) in addition to any required approval of any other action thereof by the full Company which could adversely affect Board, will require the interests concurrence of a majority of the Stockholders directors of the Company then in office who are not Purchaser Insiders (other than Parent and Merger Subor 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) with respect if such amendment, termination, extension or waiver would be reasonably likely to have an adverse effect on the transactions contemplated herebyminority stockholders of the Company. The Company Board shall not delegate any matter set forth in this Section 1.3(c) to any committee of the Company Board.

Directors. (a) Promptly Subject to compliance with applicable Law, promptly upon the purchase of and payment for, and as long as Parent directly or indirectly owns, not less than a majority of by the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries 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, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of Directors such the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares beneficially owned of record by Parent or its affiliates bears to the total number of Common Shares then outstanding, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger SubParent, use its reasonable efforts promptly take all actions necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Boardelected, and in furtherance thereofincluding, to the extent if necessary, increase increasing the size of the Company Board and/or seeking the resignations of Directors one or use its reasonable efforts to obtain more existing directors, with the resignation first resignations sought being those of such number of its current directors as is necessary to give effect to whose Common Shares were purchased in the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors")Offer; provided, however, that prior to the Effective Time (x) notwithstanding as defined in Section 2.2), the foregoing, in no event Company Board shall the requirement to always have at least two Independent Directors result in Parent's members who are not officers, directors, employees or designees constituting less than a majority of the Company's Board Purchaser or any of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute its affiliates, including the Company ("Purchaser Insiders"); provided further, that at least a majority and (y) if two members of the Company Board who cannot be Purchaser Insiders shall, to the extent possible, be comprised of directors who were serving on the Company Board as of the date of this Agreement. If the number of Independent Directors shall be directors who are not Purchaser Insiders is reduced below two for any reason whatsoever (or if immediately following Consummation of prior to the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)Effective Time, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, director who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director Purchaser Insider shall be entitled to designate any such Qualified Person or Persons a person to fill such vacancy, vacancy who is not a Purchaser Insider and such designated Qualified Person who shall be a director not deemed to be an Independent Director a Purchaser Insider for purposes of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for all purposes of this Agreement. (b) The Company Company's obligations to appoint Parent's designees to the Board shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) 1.3 and Rule 14f-1 (which the Company shall mail together with include in the Schedule 14D-9 if it receives from Parent such information with respect to the Company and Merger Sub the information below on a basis timely to permit such mailing) its officers and directors as is necessary required under such Section and Rule in order to fulfill the Company's its obligations under this Section 2.3(a)1.3. The Company's obligations to appoint Parent's designees Parent will supply to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them itself and their nominees, its officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwiseRule. (c) Following the election or appointment of Parent's designees pursuant to this Section 2.3(a)1.3 and prior to the Effective Time, the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension by the Company of the time for the performance of any obligation of the obligations or action hereunder by other acts of Parent or Merger Sub, (iii) any the Purchaser or waiver or exercise of any of the Company's rightsrights or conditions to consummation of the Merger hereunder, benefits or remedies under this Agreement, or (iv) in addition to any required approval of any other action thereof by the full Company which could adversely affect Board, will require the interests concurrence of a majority of the Stockholders directors of the Company then in office who are not Purchaser Insiders (other than Parent and Merger Subor 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) with respect if such amendment, termination, extension or waiver would be reasonably likely to have an adverse effect on the transactions contemplated herebyminority stockholders of the Company. The Company Board shall not delegate any matter set forth in this Section 1.4(c) to any committee of the Company Board.

Directors. (a) Promptly upon the purchase of and acceptance for payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries subsidiaries of Shares pursuant to the Offer, Parent shall be entitled entitled, subject to compliance with Section 14(f) of the Exchange Act, to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next greatest whole number, on the Company Board as will give Parent representation on the Company Board equal to that number of Directors such directors which equals the product of the total number of directors on the Company Board (giving effect to the directors appointed or elected pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the percentage aggregate number of Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.03, such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its designees on affiliates, which would not include Parent, Purchaser or any of their respective affiliates) bears to the Board shall equal the percentage number of the outstanding shares of Company Common Stock owned of record by Parent and each of its direct or indirect Subsidiaries. In furtherance thereofShares then outstanding; PROVIDED, the Company shallHOWEVER, upon request of Merger Sub, use its reasonable efforts promptly to cause Parent's designees (and any replacement designees that in the event that any designee shall no longer be on the Board of Directors) to be so Parent's designees are appointed or elected to the Company's Company Board, and in furtherance thereof, to the extent necessary, increase the size of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until the Effective Time, the Board of Directors of Time (as defined in Section 2.02) the Company Board shall have at least two directors who are directors of the Company on the date of this Agreement and who are not executive officers of the Company (the "Independent DirectorsINDEPENDENT DIRECTORS"); provided. At such times, howeverthe Company will use its best efforts to cause (i) each committee of the Company Board, that (xii) notwithstanding if requested by Parent, the foregoing, in no event shall the requirement to have at least two Independent Directors result in Parent's designees constituting less than a majority board of directors of each of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority subsidiaries and (yiii) if requested by Parent, each committee of such subsidiaries' boards to include persons designated by Parent constituting the number same percentage of Independent Directors shall be reduced below two for any reason whatsoever (each such committee or if immediately following Consummation of the Offer there board as Parent's designees are not at least two then-existing directors of the Company who (1) are Qualified Persons (Board. The Company shall, upon request by Parent, promptly increase the size of the Company Board or exercise its best efforts to secure the resignations of such number of directors, or both, as defined belowis necessary to enable Parent's designees to be elected or appointed to the Company Board pursuant to this Section 1.03(a) and (2) are willing shall cause Parent's designees to serve as Independent Directors)be so elected or appointed. The Company Board shall approve, then and by approving the number execution and delivery of Independent Directors required hereunder shall be onethis Agreement by the Company, unless hereby does approve the remaining Independent Director is able to identify a person, who is not an officer or Affiliate taking of action by stockholders of the Company, Parent by written consent, to amend the By-Laws of the Company as may be necessary or any of their respective Subsidiaries (any such person being referred desirable to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes effect the provisions of this Agreement, or if no Independent Directors then remain, the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this AgreementSection 1.03. (b) The Following the election or appointment of Parent's designees pursuant to this Section 1.03, and prior to the Effective Time, the approval of a majority of the Independent Directors shall be required to authorize (i) any amendment of this Agreement or the Restated Certificate of Incorporation or By-Laws of the Company, (ii) any termination of this Agreement by the Company, (iii) any consent by the Company to any extension of the time for performance of any of the obligations or other acts of Parent or Purchaser or (iv) any waiver by the Company of compliance with any of the covenants or conditions contained in this Agreement for the benefit of the Company or any other rights of the Company under this Agreement. Any person who is a director on the date of this Agreement, but who, in order to carry out the provisions of this Section 1.03, is not a director at the Effective Time, shall be entitled to receive all payments (other than attendance fees) at the time such director resigns as he or she otherwise would have been entitled to receive under policies or programs in effect on the date hereof if he or she had been a director as of the Effective Time. (c) Subject to applicable law, the Company shall promptly take all actions required action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 2.3(a), including mailing 1.03 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Parent has not theretofore designated directors) such information with respect to the Company and its officers and directors as is required by such under Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from in order to fulfill its obligations under this Section 1.03. Parent and Merger Sub the information below on a basis timely Purchaser shall furnish to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, a timely manner so as to permit the Company to fulfill its obligations under this Section 1.03 and be solely responsible for, for any information with respect to either of them itself and their its nominees, officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a)14f-1. The provisions of this Section 2.3(a) 1.03 are in addition to and shall not limit any rights that Merger SubParent, Parent Purchaser or any of their Affiliates respective affiliates may have as a holder or beneficial owner of shares of Company Common Stock Shares as a matter of law with respect to the election of directors or otherwise. (c) Following the election or appointment of Parent's designees pursuant to Section 2.3(a), the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.

Directors. (a) Promptly Subject to compliance with applicable Law, effective upon the purchase of and acceptance for payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries Shares pursuant to the Offer, and from time to time thereafter, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of Directors such the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the percentage aggregate number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares beneficially owned of record by Parent and each its Affiliates bears to the total number of its direct or indirect Subsidiaries. In furtherance thereofCommon Shares then outstanding, and the Company shall, upon request of Merger SubParent, use its reasonable efforts promptly take all actions necessary to cause Parent's ’s designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so appointed or elected to the Company's Boardelected, and in furtherance thereofincluding, to the extent if necessary, increase by increasing the size of the Company Board of Directors or use its reasonable efforts to obtain (including by amending the resignation of such number of its current directors as is necessary to give effect to the foregoing provision. At such time, the Company shall also, upon the request of Parent, use its reasonable efforts to cause the 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, until the Effective Time, the Board of Directors Bylaws of the Company shall have at least two directors who are directors if necessary) and/or obtaining the resignations of the Company on the date of this Agreement and who are not officers of the Company (the "Independent Directors")one or more existing directors; provided, however, that (x) Parent shall be entitled to designate at least a majority of the directors on the Company Board as long as Parent and its Affiliates beneficially own a majority of the Common Shares of the Company; provided further, and notwithstanding the foregoing, in no event that prior to the Effective Time, the Company Board shall the requirement to always have at least two Independent Directors result in Parent's designees constituting less than a majority members who were members of the Company's Company Board as of Directors unless Parent shall have failed immediately prior to designate payment by the Purchaser for Company Shares pursuant to the Offer and who are reasonably acceptable to Purchaser (it being acknowledged by the Purchaser that each of Messrs. ▇▇▇▇▇▇▇ and ▇▇▇▇ are acceptable to the Purchaser) (each such member a sufficient number of Persons to constitute at least a majority and (y) if “Company Director” and, collectively, “Company Directors”). If the number of Independent directors who are Company Directors shall be is reduced below two for any reason whatsoever (or if immediately following Consummation of prior to the Offer there are not at least two then-existing directors of the Company who (1) are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors)Effective Time, then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, director who is not an officer or Affiliate of the Company, Parent or any of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Company Director shall be entitled to designate a Person to the Company Board who is not an officer, director, employee or designee of the Purchaser or any such Qualified Person or Persons to fill such vacancy, of its Affiliates and such designated Qualified Person who shall be deemed to be an Independent considered a Company Director for purposes of this Agreement, or if no Independent Directors then remain. At each such time Parent is entitled to designate directors on the Company Board, the other Company will, subject to any limitations imposed by applicable Law, also cause (i) each committee of the Company Board, (ii) the board of directors shall be required of each of the Company Subsidiaries and (iii) each committee of such board of directors of each of the Company Subsidiaries to designate two Qualified Persons to fill include persons designated by Parent constituting at least the same percentage of each such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this Agreementcommittee or board as Parent’s designees constitute on the Company Board. (b) The Company’s obligations to cause the election or appointment of Parent’s designees to the Company Board shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 2.3(a), including mailing to stockholders the information required by such Section 14(f) 1.3 and Rule 14f-1 (which the Company shall mail together with include in the Schedule 14D-9 if it receives from Parent such information with respect to the Company and Merger Sub the information below on a basis timely to permit such mailing) its officers and directors as is necessary required under such Section and Rule in order to fulfill the Company's its obligations under this Section 2.3(a)1.3. The Company's obligations to appoint Parent's designees Parent will supply to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent or Merger Sub shall supply the Company in writing, and be solely responsible for, any information with respect to either of them itself and their nominees, its officers, directors and Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwiseRule. (c) Following the election or appointment of Parent's ’s designees pursuant to this Section 2.3(a)1.3 and prior to the Effective Time, the approval by affirmative vote or written consent of all of the Independent Directors then in office (or, if there shall be only one Independent Director then in office, the Independent 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 committee thereof or any other director of the Company, shall, unless otherwise required by law, be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension by the Company of the time for the performance of any obligation of the obligations or action hereunder by other acts of Parent or Merger Subthe Purchaser, (iii) or any waiver or exercise of any of the Company's rights’s rights hereunder, benefits or remedies under this Agreement, or (iv) approval will require the concurrence of any other action by a majority of the directors of the Company which could then in office who are Company Directors (or in the case where there are two or fewer directors who are Company Directors, the concurrence of one director who is a Company Director) if such amendment, termination, extension or waiver would be reasonably likely to adversely affect the interests minority shareholders of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated herebyCompany.

Directors. (a) Promptly Effective upon the purchase of and acceptance for payment for, and as long as Parent directly or indirectly owns, not less than a majority of the issued and outstanding shares of Company Common Stock on a fully diluted basis by Parent or any of its direct or indirect Subsidiaries pursuant to the OfferOffer of a number of Shares that satisfies the Minimum Condition, Parent shall be entitled to designate for appointment or election to the Company's then existing Board of Directors, upon written notice to the Company, such number of directors, rounded up to the next nearest whole number, on the Company's Board of Directors such that equals the product of (i) the total number of directors on the Company's Board of Directors and (ii) the percentage that the percentage number of its designees on the Board shall equal the percentage of the outstanding shares of Company Common Stock Shares beneficially owned of record by Parent bears to the total number of Common Shares outstanding on a fully diluted basis, and each of its direct or indirect Subsidiaries. In furtherance thereof, the Company shall, upon request of Merger Sub, use its reasonable efforts promptly shall take all action necessary to cause Parent's designees (and any replacement designees in the event that any designee shall no longer be on the Board of Directors) to be so elected or appointed or elected to the Company's BoardBoard of Directors, including, without limitation, increasing the number of directors, and in furtherance thereof, to the extent necessary, increase the size seeking and accepting resignations of the Board of Directors or use its reasonable efforts to obtain the resignation of such number of its current directors as is necessary to give effect to the foregoing provisionincumbent directors. At such time, the Company shall also, upon the request of Parent, will also use its reasonable best efforts to cause the Persons individuals designated by Parent to constitute at least the same percentage (number of members, rounded up to the next nearest whole number, on (i) as is on the Company's Board of Directors of each committee of the Company's Board of Directors. Notwithstanding the foregoing, until the Effective Time, the Board of Directors of the Company shall have at least two directors who are and (ii) each board of directors of the Company on the date of this Agreement and who are not officers each subsidiary of the Company (and each committee thereof) that represents the "Independent Directors"); provided, however, that (x) notwithstanding same percentage as such individuals represent on the Board of Directors of the Company. Notwithstanding the foregoing, in no event the Parent and the Company shall the requirement use their reasonable efforts to have ensure that at least two Independent Directors result in Parent's designees constituting less than a majority members of the Company's Board of Directors unless Parent shall have failed to designate a sufficient number of Persons to constitute at least a majority and (y) if the number of Independent Directors shall be reduced below two for any reason whatsoever (or if immediately following Consummation as of the Offer there date hereof who are not at least two then-existing directors employees of the Company who (1the "CONTINUING DIRECTORS") are Qualified Persons (as defined below) and (2) are willing to serve as Independent Directors), then the number of Independent Directors required hereunder shall be one, unless the remaining Independent Director is able to identify a person, who is not an officer or Affiliate remain members of the Company, Parent or any 's Board of their respective Subsidiaries (any such person being referred to herein as a "Qualified Person"), willing to serve as an Independent Director, in which case such remaining Independent Director shall be entitled to designate any such Qualified Person or Persons to fill such vacancy, and such designated Qualified Person shall be deemed to be an Independent Director for purposes of this Agreement, or if no Independent Directors then remain, until the other directors shall be required to designate two Qualified Persons to fill such vacancies, and such persons shall be deemed to be Independent Directors for purposes of this AgreementEffective Time. (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 2.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (which the Company shall mail together with the Schedule 14D-9 if it receives from Parent and Merger Sub the information below on a basis timely to permit such mailing) as is necessary to fulfill the Company's obligations under Section 2.3(a). The Company's obligations to appoint Parent's designees to the Company's Board of Directors shall be subject to compliance with Section 14(f) of the Exchange 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section. Parent or Merger Sub shall supply to the Company in writing, writing and be solely responsible for, for any information with respect to either of them itself and their its nominees, officers, directors and Affiliates affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment or election of any of Parent's designees under Section 2.3(a). The provisions of Section 2.3(a) are in addition to and shall not limit any rights that Merger Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of law with respect to the election of directors or otherwise14f-1. (c) Following the election or appointment of Parent's designees pursuant to Section 2.3(a)1.03(a) and until the Effective Time, the approval by affirmative vote or written consent of all a majority of the Independent Continuing Directors then in office (or, if there shall be only one Independent Director then in office, the Independent Director) shall be required to authorize (and such authorization shall constitute the authorization of the Company's Board of Directors, Directors and no other action on the part of the Company, including any action by any committee thereof or any other director of the Company, shall, unless otherwise required by law, shall be required or permitted to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any extension amendment of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iii) any waiver or exercise of any of the Company's rights, benefits or remedies under this Agreement, or (iv) approval of any other Agreement requiring action by the Company which could adversely affect the interests of the Stockholders (other than Parent and Merger Sub) with respect to the transactions contemplated hereby.the