Common use of Election of Directors Clause in Contracts

Election of Directors. (i) On or promptly following the settlement of the Exchange Offers and Rights Offering, the Company shall take all Necessary Action to cause the board of directors of the Company (the “Board”) to be comprised of five (5) Directors, divided into three (3) classes of Directors. (ii) For each Board election occurring after the date hereof, the individual then serving as the chief executive officer of the Company (the “CEO Director”) shall be included in the Company’s slate of nominees for Director at each annual or special meeting of Stockholders at which Directors are to be elected and at which the Class I Director (as defined in the Fourth Amended and Restated Certificate of Incorporation of the Company) seats are subject to election. The Company shall use its reasonable best efforts to cause the election of the CEO Director to the Board at such meeting (including recommending that the Company’s Stockholders vote in favor of the election of the CEO Director (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (iii) If at any time the CEO Director is no longer serving as chief executive officer of the Company, (A) then the CEO Director shall be deemed to have resigned from the Board immediately and (B) the Board shall cause the vacancy caused by such resignation to be filled by the new chief executive officer of the Company in accordance with the requirements of the Charter Documents. (iv) If at any time there is no chief executive officer of the Company, then notwithstanding the right of the Board to fill any vacancy pursuant to the Charter Documents, the CEO Director seat shall be vacant until a chief executive officer of the Company is appointed whether on an interim or permanent basis.

Election of Directors. (a) The Company shall take all necessary actions (including, if necessary, amend its by-laws) following the Closing to adjust the size of the Board to nine members, to elected as follows: (i) On or promptly following two “Independent Directors” as defined under the settlement listing standards of The Nasdaq Capital Market, regardless of whether the Common Stock is then listed on the Nasdaq Capital Market, the identity of one shall be nominated by the Purchaser, and the identity of the Exchange Offers other shall be nominated by the MediVision/Principal MV Shareholders Group (which two directors are currently Mr. Wxxxxxx Xxxxx and Rights OfferingMx. Xxxxxxxx X. Phillips); (ii) three directors to be nominated by the Purchaser (the “Purchaser Directors”). One of the Purchaser Directors shall be appointed as the Chairman of the Company’s Audit Committee. The Company shall ensure the appointment of the Purchaser Directors at the Closing, and shall use its commercially reasonable efforts to cause (i) the Purchaser Directors to be nominated and elected to the Board in each election of directors and (ii) if any Purchaser Director who has been so elected to the Board shall cease for any reason to be a member of the Board during such person’s term as a director, the Company shall take all Necessary Action use its best efforts, subject to applicable laws and regulations, to cause the board of directors of the Company (the “Board”) such vacancy to be comprised of five (5) Directors, divided into three (3) classes of Directors. (ii) For each Board election occurring after filled by a replacement designated by the date hereof, the individual then serving as the chief executive officer of the Company (the “CEO Director”) shall be included in the Company’s slate of nominees for Director at each annual or special meeting of Stockholders at which Directors are to be elected and at which the Class I Director (as defined in the Fourth Amended and Restated Certificate of Incorporation of the Company) seats are subject to election. The Company shall use its reasonable best efforts to cause the election of the CEO Director to the Board at such meeting (including recommending that the Company’s Stockholders vote in favor of the election of the CEO Director (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).Purchaser; (iii) If three directors to be nominated by MediVision or the Principal MV Shareholders (the “MediVision Directors”); and (iv) one director to be nominated by the Purchaser and MediVision or the Principal MV Shareholders who shall be a reputable individual from the Company’s industry, and who shall act as the Chairman of the Board; provided, that at any time the CEO Director is no longer serving first annual meeting of the Company’s shareholders following the execution of this Agreement, (1) the Purchaser shall nominate Mx. Xxxxx Xxxxxxx, pursuant to Section 8.3(a)(ii), to serve as a director until the next annual meeting, subject to his continuance service as the Company’s chief financial officer during such period and (ii) MediVision or the Principal MV Shareholders shall nominate Mx. Xxxx Axxxx, pursuant to Section 8.2(a)(iii), to serve as a director until the next annual meeting, subject to his continuance service as the Company’s chief executive officer during such period. In addition, Nxxx Xxxxx, in the sole discretion of the Board of Directors of the Company, (A) then the CEO Director shall be deemed to have resigned from the Board immediately and (B) the Board shall cause the vacancy caused by such resignation to be filled by the new chief executive officer of the Company in accordance with the requirements of the Charter Documents. (iv) If at any time there is no chief executive officer of the Company, then notwithstanding the right attend all meetings of the Board to fill any vacancy pursuant to of Directors as an observer (the Charter Documents“Representative”) and, in this respect, the CEO Director seat Company shall be vacant until give the Representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a chief executive officer of fiduciary manner with respect to all information so provided; and provided further, that the Company is appointed whether on an interim reserves the right to withhold any information and to exclude such representative from any meeting or permanent basisportion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest.

Election of Directors. (iI) On At or promptly following prior to the settlement effective time of the Exchange Offers Merger (as such term is defined in the Investment Agreement), the Board of Directors of the Company (as such term is defined in the Investment Agreement) shall take such actions as are necessary to cause the persons indicated on Exhibit B (each an "INVESTOR DIRECTOR") to be elected to the Board of Directors of the Company, for an initial three-year term, at the effective time of the Merger; provided, however, that the directors nominated by each of PAR Investment Partners, L.P., ACE Aviation Holdings Inc. ("ACE") and Rights OfferingEastshore Aviation,. LLC shall be appointed to the Board of Directors of the Company on the date which is two business days after the effective time of the Merger. (II) In the event that ACE is entitled to designate an Investor Director pursuant to terms of its Investment Agreement, for so long as ACE, together with its Affiliates, holds not less than 66.67% of the number of shares of Common Stock (after accounting for any reverse stock split, pro rata repurchases or similar actions by the Company) acquired by it pursuant to its Investment Agreement (the "ACE DIRECTOR THRESHOLD"), the Company agrees to nominate, at the expiration of the term of ACE's Investor Director, a director nominee designated by ACE for a successive three year term and, in the event ACE's Investor Director resigns, dies or become incapacitated, the Company shall take all Necessary Action to cause the board vacancy so created to be filled by a designee of ACE to serve the unexpired term of the director being replaced, provided that, in either such case, the director designated or nominated by ACE meets the basic qualifications for directors, if any, contained in the Company's bylaws applicable to all directors of the Company Company. If ACE, together with its Affiliates, falls below the ACE Director Threshold, it shall cause its Investor Director (the “Board”as indicated on Exhibit B) to be comprised resign from the Board of five (5) Directors, divided into three (3) classes Directors of Directorsthe Company. (iiIII) For With respect to any Investors other than ACE who are entitled to designate directors to the Company's Board of Directors as of the Closing Date (each Board election occurring after the date hereofa "DESIGNATING INVESTOR"), the individual then serving for so long as the chief executive officer Designating Investor, together with its Affiliates and any of their respective shareholders, partners or members, collectively, holds not less than 35% of the Company number of shares of Common Stock (the “CEO Director”) shall be included in the Company’s slate of nominees after accounting for Director at each annual any reverse stock split, pro rata repurchases or special meeting of Stockholders at which Directors are to be elected and at which the Class I Director (as defined in the Fourth Amended and Restated Certificate of Incorporation of similar actions by the Company) seats are subject acquired by it pursuant to election. The its Investment Agreement (the "DESIGNATING INVESTOR THRESHOLD"), the Company shall use its reasonable best efforts agrees to cause nominate, at the election expiration of the CEO Director to the Board at such meeting (including recommending that the Company’s Stockholders vote in favor term of the election of Designating Investor's designee, a director nominee designated by the CEO Director (along with all other Company nominees) and otherwise supporting him Designating Investor for a successive three year term and, in the event the Designating Investor's designee resigns, dies or her for election in a manner no less rigorous and favorable than the manner in which become incapacitated, the Company supports its other nominees in the aggregate). (iii) If at any time the CEO Director is no longer serving as chief executive officer of the Company, (A) then the CEO Director shall be deemed to have resigned from the Board immediately and (B) the Board shall cause the vacancy caused by such resignation so created to be filled by the new chief executive officer a designee of the Company in accordance with Designating Investor to serve the requirements unexpired term of the Charter Documents. (iv) If at any time there is no chief executive officer director being replaced, provided that, in either such case, the director designated or nominated by the Designating Investor meets the basic qualifications for directors, if any, contained in the Company's bylaws applicable to all directors of the Company. If the Designating Investor, then notwithstanding together with its Affiliates and any of their respective shareholders, partners or members, collectively, falls below the Designating Investor Threshold, its designee shall serve out his or her term, but such Designating Investor shall no longer have a right of the Board to fill any vacancy pursuant designate a director to the Charter Documents, the CEO Director seat shall be vacant until a chief executive officer Company's Board of the Company is appointed whether on an interim or permanent basisDirectors.

Election of Directors. (i) On The Company agrees that it will take such actions that are necessary to cause Xxxxxxx X. Xxxxxx, Xxxxxxxx Xxxxxxxx or promptly following the settlement another representative of the Exchange Offers and Rights Offering, Advisor reasonably satisfactory to the Company shall take all Necessary Action and Sub-advisor to cause be a member of the board initial Board of directors Directors of the Company (the “Board”) if such representative executes an advance letter of resignation to be comprised of five (5) Directors, divided into three (3) classes of Directors. (ii) For each Board election occurring after the date hereof, the individual then serving as the chief executive officer of the Company (the “CEO Director”) shall be included in the Company’s slate of nominees for Director at each annual or special meeting of Stockholders at which Directors are to be elected and at which the Class I Director (as defined in the Fourth Amended and Restated Certificate of Incorporation of the Company) seats are subject to election. The Company shall use its reasonable best efforts to cause the election of the CEO Director to the Board at become effective upon such meeting (including recommending time that the Company’s Stockholders vote in favor of the election of the CEO Director (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (iii) If at any time the CEO Director Advisor is no longer serving as chief executive officer the advisor to the Company. The Company agrees that if a representative of the Advisor is not a member of the Board of Directors of the Company during the Observer Period, the Advisor shall have the right to appoint Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx or another representative of the Advisor reasonably satisfactory to Company and the Sub-advisor as a board observer (the “Board Observer”) who shall be entitled to attend all meetings of the Company, ’s Board of Directors and all committees thereof (A) then the CEO Director shall be deemed excluding any committee meeting of independent directors to have resigned from the Board immediately and (B) the Board shall cause the vacancy caused by such resignation to be filled by the new chief executive officer of the Company in accordance with the requirements of the Charter Documents. (iv) If at any time there is no chief executive officer which none of the Company’s management and non-independent directors is invited), then notwithstanding participate in discussions of matters before the right Board or any committee thereof and receive copies of all materials furnished to the Board or any committee thereof, including notices, minutes, consents and any and all other materials provided to directors (other than any materials that outside counsel for the Company has reasonably determined in writing that the furnishing thereof to the Board Observer would result in the loss of the Company’s attorney/client privilege); provided, however, that the Board Observer shall have no voting rights with respect to actions taken or elected not to be taken by the Board or any committee thereof. Prior to attending any meeting of the Board to fill any vacancy pursuant to the Charter Documentsor a committee thereof, the CEO Director seat Board Observer shall be vacant until agree in writing to a chief executive officer of the Company is appointed whether on an interim or permanent basis.customary confidentiality

Election of Directors. (i) On or promptly following the settlement of the Exchange Offers The Members and Rights Offering, the Company shall take all Necessary Action action within their respective power, including, but not limited to, the voting of all Voting Capital owned by them to cause the board Board of directors Directors of the Company (the “Board”) to be comprised consist of five (5) Directorsmembers or such other odd number as the Members may from time to time establish (the "Authorized Number"), divided into three which shall at all times throughout the term of this Agreement (3except as set forth in Section 4(e) classes hereof) be comprised of Directors. (i) directors equal to a simple majority of the Authorized Number and holding a simple majority of the votes entitled to be cast by directors at any meeting of the Board, each such director to be designated by EE (each, an "EE Director"), and (ii) the remaining director(s) to be designated by Loral (each, a "Loral Director"). For so long as EE designates the majority of directors of the Board of the Company pursuant to the foregoing sentence, EE shall nominate the Chairman of the Board of the Company and the Members agree that they shall take all action within their respective power to elect such nominee. For so long as EE designates the Chairman of the Board of the Company, Loral shall have the right to nominate the Secretary of the Board (and his alternate) and the Members agree that they shall take all action within their respective power to elect such nominee, which Secretary shall not be a member of the Board for any purpose and shall not count as a Loral Director. The Company shall cause the Board of Directors of SatMex and any other direct or indirect subsidiary of the Company to be constituted in an identical manner unless determined otherwise by the Board of Directors of the Company by a Consensus Vote provided that the Board of Directors of SatMex shall have such additional directors (not appointed by either Loral or EE) as may be required pursuant to Mexican law or the by-laws of SatMex. Each of Loral and EE shall have the authority to designate alternate directors (each Board election occurring after a "Designated Alternate") to substitute for the Loral Directors or EE Directors, as the case may be, in accordance with the bylaws of the Company Entities. As of the date hereof, the individual then serving as the chief executive officer Board of the each Company (the “CEO Director”) shall be included in the Company’s slate of nominees for Director at each annual or special meeting of Stockholders at which Directors are to be elected and at which the Class I Director Entity (as defined in the Fourth Amended and Restated Certificate below) shall consist of Incorporation of the Company) seats are subject to election. The Company shall use its reasonable best efforts to cause the election of the CEO Director to the Board at such meeting (including recommending that the Company’s Stockholders vote in favor of the election of the CEO Director (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate)those persons set forth on Schedule I hereto. (iii) If at any time the CEO Director is no longer serving as chief executive officer of the Company, (A) then the CEO Director shall be deemed to have resigned from the Board immediately and (B) the Board shall cause the vacancy caused by such resignation to be filled by the new chief executive officer of the Company in accordance with the requirements of the Charter Documents. (iv) If at any time there is no chief executive officer of the Company, then notwithstanding the right of the Board to fill any vacancy pursuant to the Charter Documents, the CEO Director seat shall be vacant until a chief executive officer of the Company is appointed whether on an interim or permanent basis.

Election of Directors. (i) On or promptly following No later than 20 Business Days after the settlement Closing Date, subject to occurrence of the Exchange Offers and Rights OfferingClosing, the Board of Directors of the Company shall take be increased in number so that Investor may nominate one director whose term shall expire at the Company's 1999 annual meeting of stockholders. In addition, subject to the occurrence of the Closing, if Investor shall have acquired beneficial ownership of at least 20% of the outstanding Common Stock in accordance with the terms hereof (including, without limitation, pursuant to Section 3.6), Investor may nominate an additional director who shall be placed on the ballot for election at the Company's annual meeting of stockholders to be held in January, 1997 and whose term shall expire at the Company's 2000 annual meeting (each such director and any other persons nominated from time to time by Investor pursuant to this Section 8.5 being referred to herein as an "Investor Nominee"). Any Investor Nominee may be an employee, officer or director of Investor or any of its subsidiaries and each Investor Nominee shall be reasonably satisfactory to the Company. The Company shall use all Necessary Action reasonable efforts at all times thereafter during which (x) Investor shall retain beneficial ownership of at least 7.5% of the Class A Stock and that number of shares of Common Stock (the "75% Limitation") as is equal to at least 75% of the highest percentage of the outstanding Common Stock as is beneficially owned by Investor after completion of the Offer, the Closing and the acquisition of any additional shares of Class B Stock acquired by Investor pursuant to Section 3.6, and (y) the Collaboration Agreement shall remain in full force and effect (except if terminated by reason of material breach of its terms by the Company), to cause the board Investor Nominees to be elected to the Board of directors Directors (such efforts shall include the same efforts to solicit from the stockholders of the Company eligible to vote for the election of Directors proxies in favor of Investor Nominees as the Company devotes to election of the other management-recommended nominees (such efforts being hereafter described as "Reasonable Solicitation Efforts"); provided, if Investor shall retain beneficial ownership of less than 7.5% of the “Board”Class A Stock and the 75% Limitation but at least 5% of the outstanding Class A Stock and that number of shares of Common Stock as is equal to at least 50% of the highest percentage of the outstanding Common Stock as is beneficially owned by Investor after completion of the Offer, the Closing and the acquisition of any additional shares of Class B Stock acquired by Investor pursuant to Section 3.6, and the Collaboration Agreement shall remain in full force and effect as aforesaid, the Investor Nominees shall be limited to one director. The period in which Investor is entitled to one or more Investor Nominees is referred to as the "Director Representation Period". If, at any time, the conditions entitling the Investor to elect one or two Investor Nominees, as the case may be, shall not be met, Investor shall at the request of the Company use all reasonable efforts to cause such Investor Nominee(s) who shall then be serving as a director to resign and shall thereafter have no further rights under this Section 8.5 with respect to election of one or two Investor Nominees, as the case may be. During any Director Representation Period in which two Investor Nominees shall serve as directors, one such Nominee shall be comprised a member of five (5) Directorsthe Executive Committee and the other shall be a member of the Audit Committee; provided, divided into three (3) classes if only one such Nominee shall serve as a director, such Nominee shall serve as a member of Directorsthe Executive Committee. Investor Nominees will not be paid director fees or meeting fees but will be reimbursed for reasonable expenses of attending meetings. (ii) For each Board election occurring after During the date hereofDirector Representation Period, Investor shall have the individual then serving as right to designate any replacement for an Investor Nominee upon the chief executive officer death, resignation, retirement, disqualification or removal from office for cause of the Company (the “CEO Director”) shall such Investor Nominee, such replacement to be included in reasonably satisfactory to the Company’s slate of nominees for Director at each annual or special meeting of Stockholders at which Directors are to be elected and at which the Class I Director (as defined in the Fourth Amended and Restated Certificate of Incorporation of the Company) seats are subject to election. The Company shall use its all reasonable best efforts efforts, including Reasonable Solicitation Efforts to cause each person so designated by Investor pursuant to this paragraph (ii) to be promptly appointed or elected to the election of the CEO Director Board. During any period in which Investor is entitled to designate an Investor Nominee to the Board at such meeting (including recommending that the Company’s Stockholders vote in favor of the election of the CEO Director (along with all other Company nominees) and otherwise supporting him or her for election in a manner but no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (iii) If at any time the CEO Director Investor Nominee is no longer then serving as chief executive officer of the Company, (A) then the CEO Director shall be deemed to have resigned from on the Board immediately and (B) if Investor shall have designated such a person within a reasonable period of time), the Board shall cause the vacancy caused by such resignation to be filled by the new chief executive officer not amend Sections 9.3, 9.4, 9.5, 9.6 or 9.7 of the Company in accordance with the requirements of the Charter DocumentsBylaws without Investor's consent. (iv) If at any time there is no chief executive officer of the Company, then notwithstanding the right of the Board to fill any vacancy pursuant to the Charter Documents, the CEO Director seat shall be vacant until a chief executive officer of the Company is appointed whether on an interim or permanent basis.

Election of Directors. (a) Until the termination of this Agreement in accordance with Section 4 hereof, at each annual meeting of the shareholders of the Company and at each special meeting of the shareholders of the Company called for the purpose of the election of directors of the Company, and at any other time at which shareholders of the Company will have the right to or will vote for or consent in writing to the election of directors of the Company, then each of the Investors hereby covenants and agrees to vote all shares of capital stock (including shares of Preferred Stock) of the Company now or hereafter owned or controlled by it and otherwise use its respective best efforts as a shareholder of the Company as follows: (i) On or promptly following in favor of causing and maintaining the settlement election to the Board of Directors of the Exchange Offers two (2) designated Investor Directors (as provided in Section 1(c) and Rights Offering1(d)); and (ii) against the election or continued service of any director (other than the Investor Directors) who is an Affiliate of either of the Investors. (b) Promptly after execution of this Agreement, but in any event within five (5) days hereof, the Company shall take all Necessary Action to cause necessary and desirable actions within its control (including, without limitation, calling special board meetings), so that the board authorized number of directors on the Board of the Company (the “Board”) to be comprised of five (5) Directors, divided into three (3) classes of Directors. (ii) For each Board election occurring after the date hereof, the individual then serving as the chief executive officer of the Company (the “CEO Director”) Directors shall be included in increased to five directors and the Company’s slate of nominees for Director at each annual or special meeting of Stockholders at which Directors are to be elected and at which the Class I Initial BOCO Director (as defined in Section 1(c)) shall be named to fill the Fourth Amended and Restated Certificate vacancy created by reason of Incorporation such increase in the number of directors. At each annual meeting of shareholders, the Company) seats are subject to election. The Company shall use its reasonable best efforts to cause the nominate for election of the CEO Director to the Board at such meeting (including recommending that of Directors the Company’s Stockholders vote individuals designated to be Investor Directors as provided in favor of the election of the CEO Director (along with all other Company nomineesSection 1(c) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate1(d). (iiic) If at any time BOCO shall be entitled to designate one individual to be nominated for election to Board of Directors (the CEO Director is no longer serving as chief executive officer of the Company, (A) then the CEO “BOCO Director”). The initial BOCO Director shall be deemed Jxxxxx X. Xxxxxxx (the “Initial BOCO Director”). Unless and until the Company receives written notice from BOCO to have resigned from the contrary, the Initial BOCO Director shall be nominated by the Company for election to the Board immediately and (B) the Board shall cause the vacancy caused by such resignation to be filled by the new chief executive officer of the Company in accordance with the requirements Directors at each annual meeting of the Charter Documentsshareholders. (ivd) If at any time there GDBA shall be entitled to designate one individual to be nominated for election to Board of Directors (the “GDBA Director” and together with the BOCO Director, the “Investor Directors”). The initial GDBA Director shall be G. Bxxxx Xxxxxxx (the “Initial GDBA Director”). The Initial GDBA Director was previously appointed to and is no chief executive officer of the Company, then notwithstanding the right of currently serving on the Board to fill any vacancy pursuant of Directors. Unless and until the Company receives written notice from GDBA to the Charter Documentscontrary, the CEO Initial GDBA Director seat shall be vacant until a chief executive officer of nominated by the Company is appointed whether on an interim or permanent basisfor election to the Board of Directors at each annual meeting of shareholders as set forth in Section 1(b).

Election of Directors. (a) Until the termination of this Agreement in accordance with Section 4 hereof, at each annual meeting of the shareholders of the Company and at each special meeting of the shareholders of the Company called for the purpose of the election of directors of the Company, and at any other time at which shareholders of the Company will have the right to or will vote for or consent in writing to the election of directors of the Company, then each of the Investors hereby covenants and agrees to vote all shares of capital stock (including shares of Preferred Stock) of the Company now or hereafter owned or controlled by it and otherwise use its respective best efforts as a shareholder of the Company as follows: (i) On or promptly following in favor of causing and maintaining the settlement election to the Board of Directors of the Exchange Offers two (2) designated Investor Directors (as provided in Section 1(c) and Rights Offering1(d)); (ii) in favor of causing and maintaining the election to the Board of Directors the incumbent Chief Executive Officer of the Company and of up to four (4) additional outside Directors as may mutually be agreed to by the Investors; and (iii) against the election or continued service of any director (other than the Investor Directors) who is an Affiliate of either of the Investors. (b) From time to time after the execution of this Agreement as additional outside directors are approved by the Investors, the Company shall take all Necessary Action to cause necessary and desirable actions within its control (including, without limitation, calling special board meetings), so that the board authorized number of directors on the Board of Directors shall be increased to up to seven directors. At each annual meeting of shareholders, the Company shall nominate for election to the Board of Directors the individuals designated to be Investor Directors as provided in Section 1(c) and 1(d), the Chief Executive Officer, and the outside Directors as may be mutually agreed to by the Investors. (c) BOCO shall be entitled to designate one individual to be nominated for election to Board of Directors (the “BoardBOCO Director”) ). The initial BOCO Director shall be Xxxxxx X. Xxxxxxx (the “Initial BOCO Director”). Unless and until the Company receives written notice from BOCO to the contrary, the Initial BOCO Director shall be comprised nominated by the Company for election to the Board of five (5) Directors, divided into three (3) classes Directors at each annual meeting of Directorsshareholders. (iid) For each GDBA shall be entitled to designate one individual to be nominated for election to Board election occurring after the date hereof, the individual then serving as the chief executive officer of the Company Directors (the “CEO GDBA Director” and together with the BOCO Director, the “Investor Directors”). The initial GDBA Director shall be G. Xxxxx Xxxxxxx (the “Initial GDBA Director”) ). Unless and until the Company receives written notice from GDBA to the contrary, the Initial GDBA Director shall be included in nominated by the Company’s slate Company for election to the Board of nominees for Director Directors at each annual or special meeting of Stockholders at which Directors are to be elected and at which the Class I Director (as defined in the Fourth Amended and Restated Certificate of Incorporation of the Company) seats are subject to election. The Company shall use its reasonable best efforts to cause the election of the CEO Director to the Board at such meeting (including recommending that the Company’s Stockholders vote in favor of the election of the CEO Director (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate)shareholders. (iii) If at any time the CEO Director is no longer serving as chief executive officer of the Company, (A) then the CEO Director shall be deemed to have resigned from the Board immediately and (B) the Board shall cause the vacancy caused by such resignation to be filled by the new chief executive officer of the Company in accordance with the requirements of the Charter Documents. (iv) If at any time there is no chief executive officer of the Company, then notwithstanding the right of the Board to fill any vacancy pursuant to the Charter Documents, the CEO Director seat shall be vacant until a chief executive officer of the Company is appointed whether on an interim or permanent basis.

Election of Directors. (a) As long as the Purchased Notes are outstanding, (i) On in connection with any annual meeting, special meeting or promptly following the settlement written consent of the Exchange Offers and Rights Offeringstockholders of the Company with respect to the election of any director, the Company and its board of directors shall take all Necessary Action nominate and recommend to cause the Company's stockholder's that a designee of the holders of a majority of the then outstanding principal amount of the Notes (the "Requisite Holders") be elected as a director of the Company (unless an individual previously designated by the Requisite Holders will otherwise continue as a director of the Company following such meeting or consent), and the Company shall use its best efforts to obtain such designee's election and (ii) in connection with the filling of any vacancy on the board of directors by such directors as a result of the death, resignation or replacement of an individual previously designated by the Requisite Holders, the Company and its board of directors shall appoint another individual designated by Requisite Holders. The individual designated to be a director of the Company pursuant to Section 4.9 or this Section 8.3 is hereinafter referred to a the "Designated Director". (b) The Designated Director shall be a member of (i) a three member Board Nominations Committee, which will be formed to consider and recommend nominees to the “Board”) to be comprised Board of five (5) Directors, divided into three and (3ii) classes the Compensation Committee of the Board of Directors. (iic) For each Board election occurring after Within three months of the date hereofInitial Closing Date, the individual then serving as Company will form an Executive Committee within the chief executive officer Board of the Company (the “CEO Director”) shall be included in the Company’s slate Directors comprised of nominees for Director at each annual or special meeting of Stockholders at least three, but no more than four, persons, which Directors are to be elected and at which the Class I Director (as defined in the Fourth Amended and Restated Certificate of Incorporation of the Company) seats are subject to election. The Company shall use its reasonable best efforts to cause the election of the CEO Director such committee will make recommendations to the Board at such meeting (including recommending that the Company’s Stockholders vote in favor of the election Directors on matters of the CEO Director (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (iii) If at any time the CEO Director is no longer serving as chief executive officer of the Company, (A) then the CEO corporate strategy. The Designated Director shall be deemed to have resigned from the Board immediately and (B) the Board shall cause the vacancy caused by such resignation to be filled by the new chief executive officer a member of the Company in accordance with the requirements of the Charter DocumentsExecutive Committee. (iv) If at any time there is no chief executive officer of the Company, then notwithstanding the right of the Board to fill any vacancy pursuant to the Charter Documents, the CEO Director seat shall be vacant until a chief executive officer of the Company is appointed whether on an interim or permanent basis.

Election of Directors. (i) On or promptly following the settlement of the Exchange Offers and Rights Offering, the Company The Corporation shall take all Necessary Action action within its power to cause the board of directors of the Company (the “Board”all PAO Nominees nominated pursuant to Section 2(b) to be comprised of five (5) Directors, divided into three (3) classes of Directors. (ii) For each Board election occurring after the date hereof, the individual then serving as the chief executive officer of the Company (the “CEO Director”) shall be included in the Company’s slate of nominees recommended by the Board to the Corporation’s stockholders for Director election as directors at each annual or special meeting of Stockholders at which Directors are to be elected and at which the Class I Director (as defined in the Fourth Amended and Restated Certificate of Incorporation stockholders of the CompanyCorporation (and/or in connection with any election by written consent) seats are subject to election. The Company and the Corporation shall use its all reasonable best efforts to cause the election of the CEO Director to the Board at each such meeting (nominee, including recommending that the Company’s Stockholders vote by soliciting proxies in favor of the election of such PAO Nominees. Without limiting the CEO Director (along with all other Company nominees) and otherwise supporting him foregoing, at any annual or her special meeting of stockholders of the Corporation at which directors are to be elected, the Corporation shall either re-nominate for election in a manner no less rigorous and favorable each then-serving PAO Nominee (provided that, if at such time the Principal Stockholder shall be entitled to nominate fewer PAO Nominees pursuant to Section 2(b) than the manner number of then-serving PAO Nominees, the Principal Stockholder shall notify the Corporation in which writing of the Company supports its PAO Nominees that shall not be nominated for subsequent election) or such other nominees PAO Nominees(s) as the Principal Stockholder may designate to the Corporation in the aggregate). (iii) writing. If at any time the CEO Director is no longer serving as chief executive officer outstanding voting power of the Company, (A) then Common Stock of the CEO Director Corporation that is Beneficially Owned by the Principal Stockholder decreases by such amount that the Principal Stockholder shall be deemed entitled to have resigned from fewer PAO Nominees pursuant to Section 2(b) than the Board immediately and (B) number of then-serving PAO Nominees, then, at the Board request of the Corporation, the Principal Stockholder shall cause the vacancy caused by resignation of a number of PAO Nominee(s) necessary so that, following such resignation resignations, the number of PAO Nominees is equal to be filled by the new chief executive officer number of PAO Nominees that the Company in accordance with the requirements of the Charter Documents. (iv) If at any time there Principal Stockholder is no chief executive officer of the Company, then notwithstanding the right of the Board entitled to fill any vacancy designate pursuant to the Charter DocumentsSection 2(b), the CEO Director seat shall be vacant until a chief executive officer of the Company is appointed whether on an interim or permanent basisif any.

Election of Directors. (a) Until the termination of this Agreement in accordance with Section 4 hereof, at each annual meeting of the shareholders of the Company and at each special meeting of the shareholders of the Company called for the purpose of the election of directors of the Company, and at any other time at which shareholders of the Company will have the right to or will vote for or consent in writing to the election of directors of the Company, then each of the Investors hereby covenants and agrees to vote all shares of capital stock (including shares of Preferred Stock) of the Company now or hereafter owned or controlled by it and otherwise use its respective best efforts as a shareholder of the Company as follows: (i) On or promptly following in favor of causing and maintaining the settlement election to the Board of Directors of the Exchange Offers two (2) designated Investor Directors (as provided in Section 1(c) and Rights Offering1(d)); and (ii) against the election or continued service of any director (other than the Investor Directors) who is an Affiliate of either of the Investors. (b) Promptly after execution of this Agreement, but in any event within five (5) days hereof, the Company shall take all Necessary Action to cause necessary and desirable actions within its control (including, without limitation, calling special board meetings), so that the board authorized number of directors on the Board of the Company (the “Board”) to be comprised of five (5) Directors, divided into three (3) classes of Directors. (ii) For each Board election occurring after the date hereof, the individual then serving as the chief executive officer of the Company (the “CEO Director”) Directors shall be included in increased to five directors and the Company’s slate of nominees for Director at each annual or special meeting of Stockholders at which Directors are to be elected and at which the Class I Initial BOCO Director (as defined in Section 1(c)) shall be named to fill the Fourth Amended and Restated Certificate vacancy created by reason of Incorporation such increase in the number of directors. At each annual meeting of shareholders, the Company) seats are subject to election. The Company shall use its reasonable best efforts to cause the nominate for election of the CEO Director to the Board at such meeting (including recommending that of Directors the Company’s Stockholders vote individuals designated to be Investor Directors as provided in favor of the election of the CEO Director (along with all other Company nomineesSection 1(c) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate1(d). (iiic) If at any time BOCO shall be entitled to designate one individual to be nominated for election to Board of Directors (the CEO Director is no longer serving as chief executive officer of the Company, (A) then the CEO “BOCO Director”). The initial BOCO Director shall be deemed Xxxxxx X. Xxxxxxx (the “Initial BOCO Director”). Unless and until the Company receives written notice from BOCO to have resigned from the contrary, the Initial BOCO Director shall be nominated by the Company for election to the Board immediately and (B) the Board shall cause the vacancy caused by such resignation to be filled by the new chief executive officer of the Company in accordance with the requirements Directors at each annual meeting of the Charter Documentsshareholders. (ivd) If at any time there GDBA shall be entitled to designate one individual to be nominated for election to Board of Directors (the “GDBA Director” and together with the BOCO Director, the “Investor Directors”). The initial GDBA Director shall be G. Xxxxx Xxxxxxx (the “Initial GDBA Director”). The Initial GDBA Director was previously appointed to and is no chief executive officer of the Company, then notwithstanding the right of currently serving on the Board to fill any vacancy pursuant of Directors. Unless and until the Company receives written notice from GDBA to the Charter Documentscontrary, the CEO Initial GDBA Director seat shall be vacant until a chief executive officer of nominated by the Company is appointed whether on an interim or permanent basisfor election to the Board of Directors at each annual meeting of shareholders as set forth in Section 1(b).

Election of Directors. (a) Effective as of the Closing, the Company will increase the size of the Board in order to elect or appoint two Investor Designees (such individuals, the “Initial Investor Director Designees”) to the Board to serve for a term expiring at the 2019 annual meeting of the Company’s stockholders and until their successors are duly elected and qualified. The Company agrees to include each of the Initial Investor Director Designees (or their successors) as an “Investor Designee” nominated for election (in accordance with Section 14 of the Series A Certificate of Designations) to the Board on the slate of nominees recommended by the Board in the Company’s proxy statement relating to the 2019 annual meeting of the Company’s stockholders, to serve for a term expiring at the next annual meeting of the Company’s stockholders and until his or her successor is duly elected and qualified. Upon election to the Board, the Company agrees to promptly appoint one Investor Designee to serve on each committee of the Board (other than the Audit Committee), subject in each case to meeting the applicable requirements for service on such committee as set forth in the listing rules of NASDAQ, the Company’s corporate governance guidelines applicable to all of the members of such committee and such committee’s charter. For the avoidance of doubt, the Initial Investor Director Designees shall serve on the Board effective immediately following the Closing; provided, that if the Investor has not informed the Company of its selection for one or both of its Initial Investor Director Designees as of such time, then the Company will promptly after receiving a written notice that such Initial Investor Director Designee or Initial Investor Director Designees has been selected, elect or appoint such Initial Investor Director Designee or Initial Investor Director Designees to the Board, subject to the terms of this Section 5.10 and the Certificates of Designations. (b) If at any time the 10% Beneficial Ownership Requirement is not satisfied (but the Fall-Away of Investor Board Rights has not occurred), then (i) On or promptly following at the settlement written request of the Exchange Offers and Rights OfferingBoard, the Company shall take all Necessary Action to cause the board of directors one of the Company Investor Directors, as specified by the Investor Parties (or, if the “Investor Parties fail to so specify within ten (10) days of such requirement not being satisfied, as specified by the Board”) ), shall immediately resign, and the Investor Parties shall cause such Investor Director immediately to resign, from the Board effective as of the first date on which the 10% Beneficial Ownership Requirement ceases to be comprised satisfied, and (ii) the Investor shall have the right to designate only one Investor Designee during the time that the 10% Beneficial Ownership Requirement is not satisfied (but the Fall-Away of five (5) Directors, divided into three (3) classes of DirectorsInvestor Board Rights has not occurred). (iic) For each Upon the occurrence of the Fall-Away of Investor Board election occurring Rights, at the written request of the Board, the Investor Directors shall immediately resign, and the Investor Parties shall cause the Investor Directors immediately to resign, from the Board effective as of the date of the Fall-Away of Investor Board Rights, and the Investor Parties shall no longer have any rights under this Section 5.10, including, for the avoidance of doubt, any designation and/or nomination rights under Section 5.10(d). (d) Until the occurrence of the Fall-Away of Investor Board Rights, at any annual meeting of the Company’s stockholders after the date hereof2019 annual meeting of the Company’s stockholders at which the term of one or more Investor Directors shall expire, the individual then serving Investor shall have the right to designate a number of Investor Designees not to exceed the number of Investor Directors whose term expires at such annual meeting which Investor Designees will be nominated by the Company as the chief executive officer “Investor Designees” for election (in accordance with Section 14 of the Series A Certificate of Designations) to the Board at such annual meeting. The Company (shall include each Investor Designee designated by the “CEO Director”Investor in accordance with this Section 5.10(d) shall be included in the Company’s slate of nominees for Director at each annual or special meeting as “Investor Designees” (in accordance with Section 14 of Stockholders at which Directors are to be elected and at which the Class I Director (as defined in the Fourth Amended and Restated Series A Certificate of Incorporation Designations) for the applicable annual meeting of the Company) seats are subject to election. The Company ’s stockholders and shall use its reasonable best efforts to cause recommend that the election holders of the CEO Director to the Board at such meeting (including recommending that the Company’s Stockholders Series A Preferred Stock vote in favor of such Investor Designees and shall support the election of the CEO Director (along with all other Company nominees) and otherwise supporting him or her for election Investor Designees in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate. Without the prior written consent of the Investor Parties, so long as an Investor Party is entitled to designate any Investor Designee for election to the Board in accordance with this Section 5.10, the Board shall not remove any Investor Director from his or her directorship (except as required by law or the Company Charter Documents), unless (x) the Investor’s right to designate Investor Designees for election to the Board (whether at any annual meeting of the Company’s stockholders or to fill a vacancy resulting from the death, disability, resignation or removal of any Investor Director as a member of the Board) and the Company’s obligation to nominate such Investor Designees for election to the Board, in each case as set forth in this Section 5.10 and (y) the rights of the holders of the Preferred Stock to elect such Investor Designees set forth in Section 14 of the Series A Certificate of Designations, in each case, are preserved or (z) the Investor Parties request in writing the removal of an Investor Designee (such removal to be in accordance with the Series A Certificate of Designations). (e) In the event of the death, disability, resignation or removal of any Investor Director as a member of the Board (other than resignation pursuant to Section 5.10(b) or 5.10(c)), the Investor Parties, if they are entitled to nominate one or more directors pursuant to this Section 5.10, may designate an Investor Designee to replace such Investor Director and, subject to Section 5.10(f) and any applicable provisions of the Texas Business Organizations Code, the Company shall cause such Investor Designee to fill such resulting vacancy. (f) The Company’s obligations to have any Investor Designee elected to the Board or nominate any Investor Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 5.10, as applicable, shall in each case be subject to (A) such Investor Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company and all other criteria and qualifications for service as a director applicable to all directors of the Company and (B) such Investor Designee meeting all applicable independence requirements under the listing rules of NASDAQ; provided, that in no event shall such Investor Designee’s relationship with the Investor Parties or their Affiliates (or any other actual or potential lack of independence resulting therefrom), in and of itself, be considered to disqualify such Investor Designee from being a member of the Board pursuant to this Section 5.10. The Investor Parties will cause each Investor Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations as the Board may reasonably request to determine the Investor’s Designee’s eligibility and qualification to serve as a director of the Company. No Investor Designee shall be eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any Judgment prohibiting service as a director of any public company. As a condition to any Investor Designee’s election to the Board or nomination for election as a director of the Company at any meeting of the Company’s stockholders, the Investor Parties and the Investor Designee must provide to the Company: (i) all information requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and Representatives in a proxy statement or other filings in accordance with applicable Law, any stock exchange rules or listing standards or the Company Charter Documents or corporate governance guidelines, in each case, relating to the Investor Designee’s election as a director of the Company or the Company’s operations in the ordinary course of business; (ii) all information requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to the Investor Designee’s nomination or election, as applicable, as a director of the Company or the Company’s operations in the ordinary course of business; (iii) If at any time an undertaking in writing by the CEO Director is no longer serving as chief executive officer Investor Designee to be subject to, bound by and duly comply with the code of conduct in the form agreed upon by the other directors of the Company, provided, that no such code of conduct shall restrict any transfer of securities by the Investor Parties or their Affiliates (Aother than with respect to any Investor Director solely in his or her individual capacity) then except as provided herein, impose confidentiality obligations on any Investor Director other than Section 5.05 or as mandatorily applicable under applicable law, or impose any share ownership requirement for any Investor Director. (g) The Company shall indemnify the CEO Director Investor Directors and provide the Investor Directors with director and officer insurance to the same extent as it indemnifies and provides such insurance to other members of the Board, pursuant to the Company Charter Documents, the Texas Business Organizations Code or otherwise. The Company acknowledges and agrees that it (1) is the indemnitor of first resort (i.e., its obligations to the Investor Directors are primary and any obligation of the Investor Parties or their Affiliates to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Investor Directors are secondary), and (2) shall be deemed required to advance the amount of expenses incurred by the Investor Directors and shall be liable for the amount of all expenses and liabilities incurred by the Investor Directors, in each case to the same extent as it indemnifies and provides such insurance to other members of the Board, pursuant to the Company Charter Documents, the Texas Business Organizations Code or otherwise, without regard to any rights the Investor Directors may have resigned from against any Investor Parties or their Affiliates. (h) Prior to the Fall-Away of Investor Board Rights, (i) the Company shall not increase the size of the Board immediately to more than a total of 8 director seats; provided, that the Company may, with the consent of the Investor Parties (such consent not to be unreasonably withheld, conditioned or delayed), temporarily increase the size of the Board to facilitate the retirement or resignation of any incumbent director and the replacement thereof with a new director, and (Bii) the Board Company shall cause not decrease the vacancy caused by such resignation to be filled by the new chief executive officer size of the Board if such decrease would require the resignation of either or both Investor Designees, in each case without the consent of the Investor Parties. (i) Prior to the Fall Away of Investor Board Rights, any proposed transaction between the Company and the Investor Party or any Affiliates thereof must be approved in accordance with the requirements stated policy in effect at the time regarding transactions or courses of the Charter Documentsdealing with related parties. (ivj) If at any time there is no chief executive officer of the Company, then notwithstanding the right The Investor Directors shall be reimbursed for out-of-pocket expenses incurred in connection with participation as a member of the Board to fill any vacancy pursuant to in a manner consistent with the Charter Documents, the CEO Director seat shall be vacant until a chief executive officer Company’s policies for reimbursing other outside members of the Company is appointed whether on an interim or permanent basisBoard.

Election of Directors. At all times prior to the Restrictions Termination Date, each Shareholder agrees to: (a) Vote all Shares the voting of which is under the control of such Shareholder to: (i) On or promptly following the settlement maintain a Board of the Exchange Offers and Rights Offering, the Company shall take all Necessary Action to cause the board of directors of the Company (the “Board”) to be comprised Directors consisting of five (5) Directors, divided into three (3) classes of Directors.members; (ii) For cause one (1) person designated as the Series A Director and nominated by the Investor to be elected as directors of the Company; (iii) cause two (2) persons designated in writing by the Management Shareholders (the "Management Shareholder Nominees") to be elected as directors of the Company; and (iv) cause two (2) persons, each Board election occurring after of whom either meet the definition of "non-employee director" as defined in Rule 16b-3 of the Securities Exchange Act of 1934 and is not an "interested person" of the Investor as defined in Section 2(a)(19) of the Investment Company Act of 1940 OR would otherwise be qualified to serve on the Audit Committee of the Company if the Company were listed on the New York Stock Exchange (the "Outside Nominees"), designated in writing by the Management Shareholder Nominees and approved by the Series A Director, such approval not to be unreasonably withheld or delayed. (b) As of the date hereof, the individual then serving as Investor Nominee is Xxxxxxx X. Xxxxxxx; the chief executive officer Management Shareholder Nominees are Xxxxxxx and X. Xxxxxxx and the Outside Nominees are Xxxxxx and Xxxxxxxxx. These designations shall remain in effect until a new designation is delivered in writing to the Company and each party to this Agreement. A new designation shall be effective when delivered. The Company will use reasonable efforts to notify all Shareholders at least three (3) days prior to any meeting (or written action in lieu of a meeting) of the Company (the “CEO Director”) shall be included in the Company’s slate of nominees for Director Shareholders at each annual or special meeting of Stockholders at by which Directors directors are to be elected and at which elected, if the Class I Director (as defined director nominees will change from the nominees designated in the Fourth Amended and Restated Certificate of Incorporation of the Company) seats are subject to election. The Company shall use its reasonable best efforts to cause the election of the CEO Director to the Board at such meeting (including recommending that the Company’s Stockholders vote in favor of the election of the CEO Director (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregatethis Section 3.1(b). (iiic) In the event that any of the Series A Director, and the Management Shareholder Nominees, shall cease to serve as a director of the Company for any reason, Investor, or the Management Shareholders, as applicable, shall have the right to appoint a successor nominee. If at any time Outside Nominee shall cease to serve as a director of the CEO Director Company for any reason, the Management Shareholder Nominees, with the approval of the Series A Director, such approval not to be unreasonably withheld or delayed, shall appoint a successor nominee who meets the eligibility criteria set forth in Section 3.1(a)(iv) hereof. The Shareholders shall use their best efforts to ensure that such successor nominee is no longer serving as chief executive officer duly appointed and elected to fill such vacancy in the manner provided in the Bylaws of the Company, (A) then the CEO Director shall be deemed to have resigned from the Board immediately and (B) the Board shall cause the vacancy caused by such resignation to be filled by the new chief executive officer of the Company in accordance with the requirements of the Charter Documents. (ivd) If at any time there is no chief executive officer of the Company, then notwithstanding the right of Each director shall be entitled to one (1) vote on each matter on which the Board to fill any vacancy pursuant to the Charter Documents, the CEO Director seat shall be vacant until a chief executive officer of the Company is appointed whether on an interim or permanent basisDirectors takes action.

Election of Directors. (a) Kidd Xxxm xxxees that if (i) On or promptly following the settlement holders of the Exchange Offers Company's 14% Senior Redeemable Preferred Stock, Series B and Rights Offeringthe 14% Senior Redeemable Preferred Stock, Series C, acting together as a single series and class, do not select a nominee designated by Bastion for director on the Company shall take all Necessary Action to cause the board Company's Board of directors Directors in accordance with Section 5 of the Company (the “Board”) to be comprised Certificates of five (5) Directors, divided into three (3) classes of Directors. Designation for such preferred stock and (ii) For each such nominee shall not have been elected as a director on the Company's Board election occurring after of Directors, Kidd Xxxm xxxll vote the date hereof, Shares owned by it in favor of electing as a director on the individual then serving as the chief executive officer Company's Board of the Company Directors one person selected by Bastion (the “CEO Director”) shall be included in the Company’s slate of nominees for Director at each annual or special meeting of Stockholders at which Directors are "BASTION NOMINEE"). Kidd Xxxm'x xxxeement to be elected and at which the Class I Director (as defined in the Fourth Amended and Restated Certificate of Incorporation of the Company) seats are subject to election. The Company shall use its reasonable best efforts to cause the election of the CEO Director to the Board at such meeting (including recommending that the Company’s Stockholders vote in favor of the election Bastion Nominee for director to the Company's Board of the CEO Director (along with all other Company nominees) Directors is personal to Bastion and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate)nontransferable. (iiib) If at during the Term of this Agreement, Kidd Xxxm xxxll cease to own a majority of the outstanding shares of Common Stock, Kidd Xxxm xxxll promptly thereafter use commercially reasonable efforts (not to include the expenditure of money other than incidental expenses), to obtain the vote in favor of the Bastion Nominee of holders of Common Stock that are officers of the Company. Notwithstanding the foregoing, Bastion acknowledges and agrees that Kidd Xxxm xxxs not have the power or ability, by contract or otherwise, to cause any time the CEO Director is no longer serving as chief executive officer stockholders of the Company, (A) then the CEO Director shall be deemed to have resigned from the Board immediately and (B) the Board shall cause the vacancy caused by such resignation to be filled by the new chief executive officer of the Company in accordance with the requirements of the Charter Documents. (iv) If at any time there is no chief executive officer including officers of the Company, then notwithstanding the right to vote their shares of Common Stock in any particular manner including without limitation, in favor of the Board to fill any vacancy pursuant to the Charter Documents, the CEO Director seat shall be vacant until a chief executive officer of the Company is appointed whether on an interim or permanent basisBastion Nominee.

Election of Directors. (a) For so long as First Reserve or any of the First Reserve Group collectively Own Company Securities, First Reserve shall have the right (i) On to nominate one person for election to the Board; provided, however, that the person nominated shall be a managing director or promptly following other higher official of First Reserve Corporation or otherwise be reasonably acceptable to the settlement Company, and (ii) (A) to receive all notices, reports and other communications sent to Directors at the same time they are transmitted to Directors, and to receive reasonable notice of and to have one representative attend any meeting of the Exchange Offers Company's Board, (B) to consult with and Rights Offeringadvise members of senior management of the Company, and (C) upon reasonable notice, to have access to the books and records of the Company. If at any time more than one member of the First Reserve Group shall be the owner of Company Securities, First Reserve shall have the right set forth in subparagraph (i) of this Section 2.1(a) and may delegate (with notice to the Company) any of the rights set forth in subparagraph (ii) of this Section 2.1(a) to the extent deemed advisable by First Reserve in order to comply with laws and regulations applicable to the First Reserve Group and the members thereof. First Reserve hereby designates Willxxx X. Xxxxxxxx xx its initial nominee for election to the Company's Board. (b) The Company agrees with First Reserve that the Company will take all steps necessary to increase the authorized number of members of the Board by one and to have the person initially designated by First Reserve appointed to the Company's Board of Directors on the Closing Date (as such term is defined in the Purchase Agreement). At each subsequent election of directors at which the term of the nominee of First Reserve as a director of the Company expires, the Company shall take all Necessary Action will nominate the designee of First Reserve for election to the Company's Board for the succeeding term for which Directors are elected, will recommend his or her election to the Company's stockholders and otherwise will use its reasonable best efforts to cause the board Company's stockholders to elect the designee of directors of the Company (the “Board”) First Reserve to be comprised of five (5) Directors, divided into three (3) classes of Directors. (ii) For each Board election occurring after the date hereof, the individual then serving as the chief executive officer of the Company (the “CEO Director”) shall be included in the Company’s slate of nominees for Director at each annual or special meeting of Stockholders at which Directors are to be elected and at which the Class I Director (as defined in the Fourth Amended and Restated Certificate of Incorporation of the Company) seats are subject to election's Board. The Company shall use its reasonable best efforts to solicit from its stockholders proxies voted in favor of such nominee, and shall vote all management proxies in favor of such nominee, except for such proxies that specifically indicate to the contrary. The rights set forth in this Section 2.1(a) shall survive until the termination of this Agreement as provided in Section 6.1 hereof. (c) In the event that any Director designated pursuant to Section 2.1(a) for any reason ceases to serve as a member of the Board during his term of office, First Reserve shall be entitled to designate a successor Director to fill the vacancy created thereby on the terms and subject to the conditions of this Section 2.1. If and to the extent that the remaining members of the Board are entitled to fill vacancies on the Board, upon the occurrence of any vacancy, the Board will promptly take any actions necessary to fill such vacancies in accordance with the foregoing provision in order to cause the election of the CEO Director to the Board at such meeting (including recommending that the Company’s Stockholders vote in favor nominee of the election of the CEO Director (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate)First Reserve. (iii) If at any time the CEO Director is no longer serving as chief executive officer of the Company, (A) then the CEO Director shall be deemed to have resigned from the Board immediately and (B) the Board shall cause the vacancy caused by such resignation to be filled by the new chief executive officer of the Company in accordance with the requirements of the Charter Documents. (iv) If at any time there is no chief executive officer of the Company, then notwithstanding the right of the Board to fill any vacancy pursuant to the Charter Documents, the CEO Director seat shall be vacant until a chief executive officer of the Company is appointed whether on an interim or permanent basis.

Election of Directors. At any time at which stockholders of the Company have the right to, or vote for or consent in writing to, the election of directors of the Company, the Stockholders hereby agree to vote, or consent in writing as to, all shares of capital stock of the Company then owned by them in favor of the following actions to: (a) cause the election to the Board of Directors of one (1) representative designated by David Barlow ("Series A Director"), who shall initially be David Barlxx; xxxxxxxx, however that if David Barlow is removed as thx Xxxxxx X Xirector for cause (as definex xx Xxxxxxx 1(h) below) then the Series A Director shall be designated by the Series A Holders holding a majority of the shares of the Series A Convertible Preferred Stock; and (b) cause the election to the Board of Directors of one (1) representative designated by Cerberus Partners, L.P. (the "Series B Director"), who shall initially be Daniel Frank and who shall thereafter be selected by Cerberus Partnerx, X.X.; xxx (c) subject to clause (i) On or promptly following below, cause the settlement election to the Board of Directors of one (1) representative designated by Cerberus Partners, L.P. (the Exchange Offers "Series C Director" and, together with the Series A Director and Rights Offeringthe Series B Director, the Company "Investor Directors"), who shall take all Necessary Action to initially be Andrew Jay; and (d) cause the board election to the Board of directors Dxxxxxxxx xf one (1) member who shall be the President of the Company (the “Board”"Management Director"), who shall initially be John Babich; provided that if the Company shall not have a President, xxxx xxxxxion held by the Chief Executive Officer of the Company or, if there is no President or Chief Executive Officer then serving for the Company, such individual serving in a similar capacity; and (e) cause the election to be comprised the Board of five (5) Directors, divided into Directors of three (3) classes members with appropriate industry experience who shall be designated by the President of the Company in consultation with the senior management of the Company and approved by the Series B Director, which approval shall not be unreasonably withheld or delayed (the "Industry Directors"), who shall initially be Harry Stylli, Kim Lamon and William Eckelman. (iif) For each The Coxxxxx xxxxx caxxx xxx xominaxxxx xxx xxxxxxxn to the Board election occurring after the date hereof, the individual then serving as the chief executive officer of Directors of the Company individuals set forth in clauses (a) through and including (e) above. Each of the “CEO Director”) directors designated in this Section 1 shall be included in the Company’s slate of nominees for Director elected at each any annual or special meeting of Stockholders at which Directors are to be stockholders (or by written consent in lieu of a meeting of stockholders) and shall serve until his or her successor is elected and qualified, or until his or her earlier resignation or removal. (g) The Board of Directors shall remain seven (7) members unless changed by the vote or written consent of (i) the holders of at which the Class I Director least fifty percent (as defined in the Fourth Amended and Restated Certificate of Incorporation 50%) of the Companythen-outstanding shares of capital stock, with all classes voting together as a single class, (ii) seats are subject to election. The Company shall use its reasonable best efforts to cause the election holders of at least fifty percent (50%) of the CEO Director to Series A Convertible Preferred Stock, (iii) the Board holders of at such meeting least fifty percent (including recommending that the Company’s Stockholders vote in favor 50%) of the election Series B Convertible Preferred Stock and (iv) the holders of at least fifty percent (50%) of the CEO Director Series C Preferred Stock (along with all other Company nomineesthe vote or consent required by clauses (i) and otherwise supporting him or her for election in a manner no less rigorous and favorable than through (iv) being the manner in which the Company supports its other nominees in the aggregate"Requisite Vote"). (iiih) If at any time the CEO Director is no longer serving as chief executive officer For purposes of the CompanySection 1(a), "cause" shall mean either (A) then the CEO Director shall be deemed to have resigned from the Board immediately and (Bi) the Board shall cause conviction of, or pleading of nolo contendre to, a felony or (ii) the vacancy caused commission of an act of fraud or embezzlement, in each case, by such resignation to be filled by the new chief executive officer of the Company in accordance with the requirements of the Charter DocumentsDavid Barlow. (iv) If at any time there is no chief executive officer of the Company, then notwithstanding the right of the Board to fill any vacancy pursuant to the Charter Documents, the CEO Director seat shall be vacant until a chief executive officer of the Company is appointed whether on an interim or permanent basis.

Election of Directors. (a) Each Stockholder shall take all actions, including but not limited to voting all of the Common Stock owned or held of record by such Stockholder, so as to elect and continue in office a Board of Directors including (i) On or promptly following two (2) representatives designated by GMAC Mortgage Group and its Affiliates (such designees, the settlement “GMAC Mortgage Group Directors”), (ii) nine (9) representatives designated by Investor and its Affiliates (the “Investor Directors”) and (iii) the Chief Executive Officer of the Exchange Offers Company. The persons set forth on Exhibit A hereto shall constitute the Board of Directors as of the Closing Date. Each duly designated committee of the Board of Directors will include (x) at least one (1) of the GMAC Mortgage Group Directors and Rights Offering, (y) at least two (2) of the Investor Directors; provided that the Board of Directors may at any time establish and maintain a committee of the Board of Directors without representation of any GMAC Mortgage Group Director to which the Board may delegate all or part of its power and authority in respect of any transaction or proposed transaction between the Company shall take all Necessary Action to cause and any of its Subsidiaries, on the board one hand, and GMAC Mortgage Group or any of directors its Affiliates (other than a GMACCH Company), on the other hand, or in respect of any other matter that a majority of the Board of Directors determines in good faith involves a conflict or potential conflict between the interests of the Company and the interests of GMAC Mortgage Group or any of its Affiliates (other than a GMACCH Company). At its first meeting on or after the “Board”Closing Date, the Board of Directors shall establish, populate and adopt written charters of (i) to be comprised an Audit Committee, (ii) a Compensation Committee and (iii) a Governance Committee, and maintain the existence of five (5) each such committee of the Board of Directors. At all meetings of the Board of Directors, divided into there shall be a quorum for the transaction of business if at least 75% of the directors are present at the beginning of the meeting. The act of a majority of the directors present at a meeting at which a quorum is present pursuant to this Section shall be the act of the Board of Directors unless a greater number is specifically required by the Charter Documents or by statute or this Agreement. (b) At such time as GMAC Mortgage Group shall, together with its Affiliates, cease to own at least 20% of the outstanding Common Stock, GMAC Mortgage Group shall have the right to designate one (1) GMAC Mortgage Group Director rather than two (2) GMAC Mortgage Group Directors pursuant to Section 2.1(a) above. At such time as GMAC Mortgage Group shall, together with its Affiliates, cease to own at least 5% of the outstanding Common Stock, GMAC Mortgage Group shall have the right to designate no GMAC Mortgage Group Directors rather than two (2) GMAC Mortgage Group Directors pursuant to Section 2.1(a) above. At such time as Investor shall, together with its Affiliates, cease to own at least 40% of the outstanding Common Stock, Investor shall have the right to designate six (6) directors rather than nine (9) directors pursuant to Section 2.1(a) above. At such time as Investor shall, together with its Affiliates, cease to own at least 20% of the outstanding Common Stock, Investor shall have the right to designate three (3) classes directors rather than nine (9) directors pursuant to Section 2.1(a) above. At such time as Investor shall, together with its Affiliates, cease to own at least 10% of Directors. the outstanding Common Stock, Investor shall have the right to designate one (ii1) For director rather than nine (9) directors pursuant to Section 2.1(a) above. At such time as Investor shall, together with its Affiliates, cease to own at least 5% of the outstanding Common Stock, Investor shall have the right to designate no directors rather than nine (9) directors pursuant to Section 2.1(a) above. Upon each of the triggering events set forth in this Section 2.1(b), GMAC Mortgage Group or Investor, as applicable, shall promptly cause to resign from the Board election occurring after of Directors and all committees thereof that number of its designees necessary to comply with this Section 2.1(b). Upon any such resignation, notwithstanding anything in Section 2.2(b) to the date hereofcontrary, the individual then serving as the chief executive officer of the Company (the “CEO Director”) shall be included in the Company’s slate of nominees for Director at each annual or special meeting of Stockholders at which Directors are to be elected and at which the Class I Director (as defined in the Fourth Amended and Restated Certificate of Incorporation of the Company) seats are subject to election. The Company shall will use its their reasonable best efforts to cause the election directors remaining in office to decrease the size of the CEO Director Board of Directors to eliminate such vacancy. Each of GMAC Mortgage Group and the Board at such meeting (including recommending Investor may assign its right to designate directors hereunder to any Person that the Company’s Stockholders vote in favor acquires, or together with its Affiliates acquires, more than 50% of the election shares of Common Stock held by such Stockholder as of the CEO Director date hereof (along with it being understood that in such case all references in this Section 2.1 to GMAC Mortgage Group or Investor, as applicable, shall thereafter be deemed to be references to such assignee and not to GMAC Mortgage Group or Investor, as the case may be); provided, that Investor shall have the right to consent to any director nominee of any GMAC Mortgage Group transferee hereunder (other Company nomineesthan a GMAC Mortgage Group Affiliate) and otherwise supporting him (which consent shall not be unreasonably withheld or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregatedelayed). (iiic) If at any time GMAC Mortgage Group or Investor shall notify the CEO Director is no longer serving as chief executive officer other Stockholders in writing of the Companyits desire to remove, (A) then the CEO Director shall be deemed to have resigned from the Board immediately and (B) the Board shall cause the vacancy caused by such resignation to be filled by the new chief executive officer with or without Cause, any director of the Company in accordance with the requirements previously designated by it, each Stockholder shall vote all of the Charter DocumentsCommon Stock owned or held of record by it so as to remove such director (and, subject to a director’s fiduciary duty under applicable law, shall use its best efforts to cause any other director designated by it to vote to remove such director). GMAC Mortgage Group, on the one hand, and Investor, on the other hand, shall, with respect to any such removal requested by it, indemnify and hold harmless each other Stockholder and its directors, officers, partners, stockholders, agents and employees against any losses, claims, damages, liabilities and expenses incurred as a result of any such removal. (ivd) Any individual designated as a director of the Company may be removed for Cause with or without the consent of the party which designated such individual. No such removal of any individual designated pursuant to this Section 2.1 shall affect any of GMAC Mortgage Group’s or Investor’s rights to designate any different individual to serve as a director pursuant to this Section 2.1. (e) If at any time there is no chief executive officer a GMAC Mortgage Group Director or Investor Director ceases to serve on the Board of Directors (whether by reason of death, resignation, removal or otherwise), GMAC Mortgage Group or Investor, as the case may be, shall be entitled to designate a successor director to fill the vacancy created thereby, and each Stockholder shall promptly take all action, including but not limited to voting all of the CompanyCommon Stock owned or held of record by such Stockholder (and, then notwithstanding subject to a director’s fiduciary duty under applicable law, using its best efforts to cause any director designated by it to vote), so as to promptly elect such successor to the right Board of Directors. (f) The parties hereto agree that immediately after the Closing the following three (3) individuals will be elected to the Board of Directors in addition to the two GMAC Mortgage Group Directors, nine Investor Directors and the Chief Executive Officer: (i) Xxxxxx Xxxxxxxxx, (ii) Xxxxxx X. Xxx and (iii) R. Xxxxx Xxxxxxx. In addition, it is contemplated that the number of directors constituting the whole Board of Directors may be increased to sixteen members after the Closing Date by resolution of the Board to fill any vacancy pursuant to of Directors, in which event the Charter Documents, the CEO Director seat sixteenth member shall be vacant until a chief executive officer “independent” as such term is defined in Section 303A.02 of the Company is appointed whether on an interim or permanent basisNYSE Listing Manual and Rule 10A-3 under the Exchange Act.

Election of Directors. (ia) On or promptly following The Company shall appoint a Board of Directors. The Board of Directors shall be responsible for appointing the settlement management of the Exchange Offers and Rights Offering, Company who shall be responsible for the day-to-day operations of the Company including the footprint, product placement and general strategy. All decisions regarding transactions of the Company outside of the day-to-day operations shall take all Necessary Action to cause be made by the board Board of Directors. (b) The number of directors of the Company (the “Board”) to be comprised of five (5) Directors, divided into three (3) classes of Directors. (ii) For each Board election occurring after the date hereof, the individual then serving as the chief executive officer of the Company (the “CEO Director”) shall be included in three and the Company’s slate of nominees for Director at each annual or special meeting of Stockholders at which Directors are Operating Agreement shall be amended to be elected and at which the Class I Director reflect this number (as defined in the Fourth Amended and Restated Certificate of Incorporation of the Company) seats are subject to election. The Company shall use its reasonable best efforts any such vacancies which may from time to cause the election of the CEO Director to the Board at such meeting (including recommending that the Company’s Stockholders vote in favor of the election of the CEO Director (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (iii) If at any time the CEO Director is no longer serving as chief executive officer of the Company, (A) then the CEO Director shall be deemed to have resigned from the Board immediately and (B) the Board shall cause the vacancy caused by such resignation to not be filled by the new chief executive officer of members having the Company in accordance with the requirements of the Charter Documentsright to nominate a director to fill such vacancy), and thereafter shall, subject to any vote or consent expressly required by this Agreement. (ivc) If at For so long as Purchaser owns any time there is no chief executive officer of the Company, then notwithstanding Membership Interests it shall have the right of to appoint two directors and the Board existing Company members shall have the right to fill any vacancy pursuant to appoint one director. The initial directors shall be Xxxxxxx Xxxxxx who is appointed by the Charter Documentsexisting members and Xxxxx Xxxx and Xxxxx Xxxxx who are appointed by the Purchaser. Any director so elected by the Purchaser may be removed without cause by, and only by, the CEO Director seat shall Purchaser. Any vacancy caused by the resignation, death or removal of a director elected by the Purchaser may be vacant until a chief executive officer of filled only by the Company is appointed whether on an interim or permanent basisPurchaser.