Common use of NOMINATION AND REMOVAL OF DIRECTORS Clause in Contracts

NOMINATION AND REMOVAL OF DIRECTORS. 3.1 The Company and each Investor agree that so long as the voting agreement set forth in this Section 3 remains in effect, each of them shall take all action necessary from time to time (including, without limitation, the voting of shares, execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies on the Board which currently consists of nine (9) members, the waiving of notice and attendance at meetings, the amendment of the Company's by-laws and the like) necessary to maintain a sufficient number of financially literate independent directors on its Board of Directors to satisfy the audit committee requirement and other requirements for Board composition set forth in the National Association of Securities Dealers Marketplace Rules (the "Marketplace Rules"), as amended from time to time and in other applicable legislation, rules and regulations. In furtherance thereof, and in order to insure appropriate Board representation for significant shareholders, the Company and each Investor agree to maintain the membership on the Board as follows: (i) three directors shall be designated by Alfa (the "Alfa Directors"); (ii) one director shall be designated by CIG (the "CIG Director"); (iii) one director shall be designated by Barings (the "Barings Director"); (iv) two directors shall be designated by RTK (the "RTK Directors"), and one of these directors shall be independent and financially literate; (v) two directors shall be designated by the Directors sitting on the Board on the date of the Board meeting whereat the Board adopts the resolutions concerning the annual meeting of stockholders, including the resolution wherein the Board nominates individuals to stand for election as Directors for the year following the Annual Meeting of Stockholders, (the "Jointly Designated Directors") and, if required by the Marketplace Rules in order to maintain a majority of the independent directors on the Board, these two directors shall be independent and financially literate. 3.2 For the purposes of this Section 3 "independent director" shall be defined in accordance with the Marketplace Rules, as amended from time to time. 3.3 If any Investor gives notice at any time to the Company and the other Investors that any individual then serving as a director of the Company designated by such Investor is no longer such Investor's designee then such Investor, the Company and the other Investors shall take all such actions as are necessary to remove the director so designated. 3.4 If any independent and financially literate director at any time during his/her term ceases to meet the criteria for independent directors as set forth in the Marketplace Rules, the Company and the other Investors shall take all such actions as are necessary to remove such director. 3.5 If a Director designated by an Investor (the "Affected Investor") dies, resigns, or is removed as a director of the Company pursuant to Section 3.2 or 3.3 or 3.4 then the Affected Investor, the Company and the other Investors shall take such action as is necessary to elect as a director an individual designated by the Affected Investor, provided that if any independent and financially literate director is removed, such independent and financially literate director shall be replaced by another independent and financially literate director. 3.6 From and after such time as Alfa shall own shares of Common Stock aggregating fewer than 15% of all of the issued and outstanding shares of Common Stock, the number of Alfa Directors shall be reduced to two and Alfa shall cause one of the Alfa Directors to resign if there are three such directors serving on the Board at such time. 3.7 From and after such time as RTK shall own shares of Common Stock aggregating fewer than 10% of all of the issued and outstanding shares of Common Stock, the number of RTK Directors shall be reduced to one and RTK shall cause one of the RTK Directors to resign if there are two such directors serving on the Board at such time. 3.8 From and after such time as any Investor shall own shares of Common Stock aggregating fewer than 3% of all of the issued and outstanding shares of Common Stock, the Board representation rights of that Investor as outlined in this section 3 shall terminate and such Investor shall possess no further rights to continued Board representation under this Agreement. Within 3 business days after any Investor shall own shares of Common Stock aggregating fewer than 3% of all of the issued and outstanding shares of Common Stock, that Investor shall cause the Investor's designee to resign from his/her position as director.

NOMINATION AND REMOVAL OF DIRECTORS. 3.1 (a) The Company and each Investor agree that so long as the voting agreement set forth in this Section 3 remains in effect, each of them shall take all action necessary from time to time (including, without limitation, the voting of shares, execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies on the Board which currently consists of nine (9) membersBoard, the waiving of notice and attendance at meetings, the amendment of the Company's by-laws and the like) necessary to maintain a sufficient number of financially literate independent directors on its Board of Directors to satisfy the audit committee requirement and other requirements for Board composition set forth in the National Association of Securities Dealers Marketplace Rules (the "Marketplace Rules"), as amended from time to time and in other applicable legislation, rules and regulations. In furtherance thereof, and in order to insure appropriate Board representation for significant shareholders, the Company and each Investor agree to maintain the membership on the Board as follows: (i) subject to paragraphs (f) and (h) below, three directors shall be designated by Alfa (the "Alfa Directors")) and an additional fourth director may be designated by Alfa, if CIG and Barings agree to such designation, as set forth in clause (iv) or clause (vi) below; (ii) one director shall be designated by CIG (the "CIG Director"); (iii) one director shall be designated by Barings (the "Barings DirectorDirectors"); (iv) two directors in accordance with paragraph (d) below, one director shall be designated by RTK GTS (the "RTK DirectorsGTS Director") or one director shall be designated jointly by Alfa, CIG and Barings (the "Jointly Designated GTS Replacement Director"), and one of these directors shall be independent and financially literate; (v) two such additional directors shall designated by GTS, if any, as may be required pursuant to paragraph (f) below; and (vi) in accordance with paragraph (g) below, one director in addition to the Jointly Designated GTS Replacement Director may be designated jointly by Alfa, CIG and Barings; provided, however, in no event during the term hereof will the total number of Alfa Directors sitting on the Board on the date and/or other Persons who are directors, officers, employees, shareholders or affiliates of the Board meeting whereat the Board adopts the resolutions concerning the annual meeting Alfa or any of stockholders, including the resolution wherein the Board nominates individuals to stand for election as Directors for the year following the Annual Meeting of Stockholders, its affiliates exceed four. (b) If any Investor (the "Jointly Designated DirectorsAffected Investor") and, if required by the Marketplace Rules in order to maintain a majority of the independent directors on the Board, these two directors shall be independent and financially literate. 3.2 For the purposes of this Section 3 "independent director" shall be defined in accordance with the Marketplace Rules, as amended from time to time. 3.3 If any Investor gives notice at any time to the Company and the other Investors that any individual then serving as a director of the Company designated by such the Affected Investor is no longer such the Affected Investor's designee designee, then such the Affected Investor, the Company and the other Investors shall take all such actions as are necessary to remove the director so designated. 3.4 If any independent and financially literate director at any time during his/her term ceases to meet the criteria for independent directors as set forth in the Marketplace Rules, the Company and the other Investors shall take all such actions as are necessary to remove such director. 3.5 (c) If a Director director designated by an Affected Investor (the "Affected Investor") dies, resigns, resigns or is removed as a director of the Company pursuant to Section 3.2 or 3.3 or 3.4 3(b) above, then the Affected Investor, the Company and the other Investors shall take such action as is necessary to elect as a director of the Company an individual subsequently designated by the Affected Investor. (d) GTS agrees to cause its remaining designee to resign at the first to occur of (each, provided that if a "Resignation Event"): (i) such time as the aggregate cash consideration paid to GTS for purchases of Shares pursuant to the Purchase Agreement and upon the exercise of Options shall equal at least $150,000,000 and (ii) such time as GTS shall own shares of Common Stock aggregating fewer than 4% of all of the issued and outstanding shares of Common Stock. From and after the date on which a Resignation Event occurs, Alfa, CIG and Barings shall have the right to jointly designate the Jointly Designated GTS Replacement Director. (e) If the Jointly Designated GTS Replacement Director dies, resigns or is removed as a director of the Company pursuant to Section 3(b) above, then the Company and the Investors shall take such action as is necessary to elect as a director of the Company any independent individual subsequently jointly designated by Alfa, CIG and financially literate director is removedBarings as a replacement therefor. (f) If any "Event of Default" (as defined therein) shall occur under the Note, then Alfa shall cause the directors designated by it to resign immediately and GTS shall have the right to designate such number of directors as shall constitute a majority of the Board of Directors, who shall also be deemed to be GTS Directors hereunder. The Investors and the Company shall take such action as may be reasonably required to permit GTS to exercise such right (including without limitation maintaining at least one vacancy on the Board of Directors until payment in full of the Note, such independent and financially literate director shall that GTS would be replaced by another independent and financially literate directorable to designate a number of directors as would constitute a majority of the Board of Directors without increasing the size of the Board of Directors). 3.6 (g) If a vacancy shall arise on the Board other than such vacancy as would be filled by the Jointly Designated GTS Replacement Director or pursuant to Section 3(d) above, Alfa may propose a Person to fill the vacancy and if each of CIG and Barings approve such Person, Alfa, CIG and Barings shall use their reasonable best efforts to effect the appointment of such Person to the Board and to vote for his or her election at any subsequent meeting of stockholders held or other action taken for such purpose. (h) From and after such time as Alfa shall own shares of Common Stock aggregating fewer than 15% of all of the issued and outstanding shares of Common Stock, the number of Alfa Directors shall be reduced to two and Alfa shall cause one of the Alfa Directors to resign if there are more than three such directors serving on the Board at such timeBoard. 3.7 From and after such time as RTK shall own shares of Common Stock aggregating fewer than 10% of all of the issued and outstanding shares of Common Stock, the number of RTK Directors shall be reduced to one and RTK shall cause one of the RTK Directors to resign if there are two such directors serving on the Board at such time. 3.8 From and after such time as any Investor shall own shares of Common Stock aggregating fewer than 3% of all of the issued and outstanding shares of Common Stock, the Board representation rights of that Investor as outlined in this section 3 shall terminate and such Investor shall possess no further rights to continued Board representation under this Agreement. Within 3 business days after any Investor shall own shares of Common Stock aggregating fewer than 3% of all of the issued and outstanding shares of Common Stock, that Investor shall cause the Investor's designee to resign from his/her position as director.