Common use of Investors' Designee Clause in Contracts

Investors' Designee. The Board shall consist of not more than five (5) members of which two members shall be designated by the Investors as provided herein, two members shall be designated by the Existing Investors and one member, who shall be unaffiliated with any Investor or any Existing Investor, shall be designated by a majority of Investors and a majority of the Existing Investors. So long as the Series A Preferred Stock and the Subordinated Debt have not been redeemed and paid in full or the Investors taken collectively as a group own 20% or more of the outstanding shares of Common Stock of the Company, at each of the Company's annual or special meetings of stockholders at which directors are to be elected, the Investors shall have the right to designate in writing two nominees for election to the Board (each referred to herein as an "Investor Designee" and collectively as the "Investor Designees") unless the term of office of either Investor Designee does not expire at -129- 135 such meeting, in which case the Investors may not designate any nominees. The Investor Designees shall initially be Robexx Xxxxxxx xxx Thomxx Xxxxxxxxxx. Xx such time as Robexx Xxxxxxx xxx/or Thomxx Xxxxxxxxxx xx unwilling or unable to serve, any new Investor Designee(s) may be any Person(s) designated by the Investors. The Investor Designees shall have approval rights on each of the following: (a) incurrence by the Company of debt in excess of $25,000 which does not relate to the expenditures for the buildout of a truckstop approved by the Board; (b) capital expenditures of the Company in excess of $25,000, which does not relate to the expenditures for the buildout of a truckstop approved by the Board; (c) issuance by the Company of equity securities and (d) sale by the Company of substantially all of the Company's Assets. In the event that the Investors taken collectively as a group hold at least 10% but less than 20% of the outstanding Common Stock, a majority of such Investors shall have the right to elect one member to the Board. In all cases, all holders of Common Stock shall vote in favor of election of all nominees of the Investors and the Existing Investors.

Investors' Designee. The Board shall consist of not more than five seven (57) members of which two members shall be designated by the Patricof Investors as provided herein, one member shall be designated by the New Investors and two members shall be designated by the Existing Investors and one member, who shall be unaffiliated with any Investor or any Existing Investor, Original Investors. It is contemplated that an additional two directors shall be designated by a majority of Investors and a majority the mutual agreement of the Existing Board of Directors and the New Investors. So long as the Series A Preferred Stock and the Subordinated Debt have has not been redeemed and paid in full or the Investors taken collectively as a group own 20% or more of the outstanding shares of Common Stock of the Companyfull, at each of the CompanyCorporation's annual or special meetings of stockholders at which directors are to be elected, the Patricof Investors shall have the right to designate in writing two nominees for election to the Board (each referred to herein as an a "Patricof Investor Designee" and collectively as the "Patricof Investor Designees") unless the term of office of either Patricof Investor Designee does not expire at -129- 135 such meeting, in which case the Patricof Investors may not designate any nominees. The Patricof Investor Designees shall initially be Robexx Xxxxxxx xxx Thomxx Xxxxxxxxxx. Xx such time as Robexx Xxxxxxx xxx/or Thomxx Xxxxxxxxxx xx unwilling or unable to serve, any new Patricof Investor Designee(s) may be any Person(sperson(s) designated by the Patricof Investors. The Investor Designees shall have approval rights on At each of the following: (a) incurrence by Corporation's annual or special meetings of stockholders at which directors are to be elected, the Company of debt in excess of $25,000 which does not relate to the expenditures for the buildout of a truckstop approved by the Board; (b) capital expenditures of the Company in excess of $25,000, which does not relate to the expenditures for the buildout of a truckstop approved by the Board; (c) issuance by the Company of equity securities and (d) sale by the Company of substantially all of the Company's Assets. In the event that the Investors taken collectively as a group hold at least 10% but less than 20% of the outstanding Common Stock, a majority of such Original Investors shall have the right to elect one member designate in writing two nominees for election to the BoardBoard (each referred to herein as an "Original Investor Designee" and collectively as the "Original Investor Designees") unless the term of office of either Original Investor Designee does not expire at such meeting; in which case the Original Investors may not designate any nominees. The Original Investor Designees shall initially be Ian Xxxxxxxx xxx Danixx X. X'Xxxxxxx. Xx such time as Ian Xxxxxxxx xxx/or Danixx X. X'Xxxxxxx xx unwilling or unable to serve, any new Original Investor Designee(s) may be any person(s) designated by the Original Investors. In all cases, all holders of Common Stock voting securities shall vote in favor of election of all nominees of the Patricof Investors and the Existing Original Investors.. The New Investors shall have such rights to designate one member of the Board of Directors as are provided in the Certificate of Designation of the Series B Stock. -30- 141

Investors' Designee. The Board shall consist of not more than five seven (57) members of which two members shall be designated by the Patricof Investors as provided herein, one member shall be designated by the New Investors and two members shall be designated by the Existing Investors and one member, who shall be unaffiliated with any Investor or any Existing Investor, Original Investors. It is contemplated that an additional two directors shall be designated by a majority of Investors and a majority the mutual agreement of the Existing Board of Directors and the New Investors. So long as the Series A Preferred Stock and the Subordinated Debt have has not been redeemed and paid in full or the Investors taken collectively as a group own 20% or more of the outstanding shares of Common Stock of the Companyfull, at each of the CompanyCorporation's annual or special meetings of stockholders at which directors are to be elected, the Patricof Investors shall have the right to designate in writing two nominees for election to the Board (each referred to herein as an a "Patricof Investor Designee" and collectively as the "Patricof Investor Designees") unless the term of office of either Patricof Investor Designee does not expire at -129- 135 such meeting, in which case the Patricof Investors may not designate any nominees. The Patricof Investor Designees shall initially be Robexx Xxxxxxx xxx Thomxx Xxxxxxxxxx. Xx such time as Robexx Xxxxxxx xxx/or Thomxx Xxxxxxxxxx xx unwilling or unable to serve, any new Patricof Investor Designee(s) may be any Person(sperson(s) designated by the Patricof Investors. The Investor Designees shall have approval rights on At each of the following: (a) incurrence by Corporation's annual or special meetings of stockholders at which directors are to be elected, the Company of debt in excess of $25,000 which does not relate to the expenditures for the buildout of a truckstop approved by the Board; (b) capital expenditures of the Company in excess of $25,000, which does not relate to the expenditures for the buildout of a truckstop approved by the Board; (c) issuance by the Company of equity securities and (d) sale by the Company of substantially all of the Company's Assets. In the event that the Investors taken collectively as a group hold at least 10% but less than 20% of the outstanding Common Stock, a majority of such Original Investors shall have the right to elect one member designate in writing two nominees for election to the BoardBoard (each referred to herein as an "Original Investor Designee" and collectively as the "Original Investor Designees") unless the term of office of either Original Investor Designee does not expire at such meeting; in which case the Original Investors may not designate any nominees. The Original Investor Designees shall initially be Ian Xxxxxxxx xxx Danixx X. X'Xxxxxxx. Xx such time as Ian Xxxxxxxx xxx/or Danixx X. X'Xxxxxxx xx unwilling or unable to serve, any new Original Investor Designee(s) may be any person(s) designated by the Original Investors. In all cases, all holders of Common Stock voting securities shall vote in favor of election of all nominees of the Patricof Investors and the Existing Original Investors.