Common use of Nomination of Directors Clause in Contracts

Nomination of Directors. (a) MVII and the DSI Group shall each be entitled to nominate, from time to time, the members of the Board of Directors of the Company. The DSI Group shall be entitled to nominate two of the total number of directors of the Company, and MVII shall be entitled to nominate the remaining number of directors. MVII and the DSI Group shall have the exclusive right to nominate any director to replace a director previously nominated by it who has vacated his or her directorship by reason of death, resignation, or removal. With respect to the nominees of MVII and the DSI Group, the Company shall be entitled to rely on written notice from E. Thomxx Xxxxxx xx behalf of MVII and from M.D. Davix xx behalf of the DSI Group, as to the identity of each Shareholder's nominees (each of Mr. Xxxxxx xxx Mr. Xxxxx xx referred to herein as a "Spokesperson"). MVII and the DSI Group may change its Spokesperson by giving the Company written notice of a change in such Spokesperson, executed by a majority in interest (not in number) of the DSI Shareholders in the case of the DSI Group. The initial nominees for directors are as follows: IDENTITY OF SHAREHOLDERS NOMINEE ------------------------ ------- MVII E. Thomxx Xxxxxx MVII Robexx X. Xxxxx MVII Josexx X. Xxxxxxxx MVII John XxXxxxxx DSI Group Josexx X. Xxxxxxx DSI Group M.D. Davix (b) At least sixty (60) days prior to any meeting of the Shareholders at which an election of directors is to be held, the Company shall send to each Spokesperson a notice of such meeting soliciting from such individual the names of the persons that MVII and the DSI Group respectively wish to nominate as members of the Board of Directors of the Company, which nomination may, but need not be, the persons named in paragraph (a) of this Section 1.02. Such nominations must be received by the Company within fifteen (15) days following the date of the Company's notice soliciting nominations.

Nomination of Directors. Each of the Directors shall vote and shall take all other necessary or desirable actions within his control, (a) MVII and the DSI Group shall each be entitled to nominateincluding, without limitation, execution of written consents or resolutions in lieu of meetings), from time to timetime and at all times in whatever manner shall be necessary, the members to ensure that each of the Board of Directors following persons is nominated to serve as a director of the Company. The DSI Group : Xxxx Xxxxxxxxxx ("Xxxxxxxxxx"), Xxxxxxx Xxxxxxx ("Xxxxxxx"), Xxxxxxxxxxx X. Xxxxx (“Xxxxx”), Xxxxxxx Xxxxxx (“Xxxxxx”), Xxxxx Xxxxxx (“Xxxxxx”), and up to three directors nominated by Xxxxxxxxxx, which shall be entitled reasonably satisfactory to vFinance (the "Xxxxxxxxxx Nominated Director") and up to one additional director nominated by Xxxxxxx, which shall be reasonably satisfactory to the Company (together with Xxxxxx and Xxxxxx, the “Xxxxxxx Nominated Directors”). In the event that: (i) Xxxxxxxxxx beneficially owns less than 150,000 shares of the Common Stock, then the other Directors will not be obligated to nominate two of the total number of directors Xxxxxxxxxx to serve as a member of the Company, and MVII shall be entitled to nominate the remaining number 's board of directors. MVII directors and the DSI Group shall have the exclusive right Xxxxxxxxxx Nominated Directors to nominate any director to replace a director previously nominated by it who has vacated his or her directorship by reason of death, resignation, or removal. With respect to the nominees of MVII and the DSI Group, the Company shall be entitled to rely on written notice from E. Thomxx Xxxxxx xx behalf of MVII and from M.D. Davix xx behalf of the DSI Group, as to the identity of each Shareholder's nominees (each of Mr. Xxxxxx xxx Mr. Xxxxx xx referred to herein as a "Spokesperson"). MVII and the DSI Group may change its Spokesperson by giving the Company written notice of a change in such Spokesperson, executed by a majority in interest (not in number) of the DSI Shareholders in the case of the DSI Group. The initial nominees for directors are as follows: IDENTITY OF SHAREHOLDERS NOMINEE ------------------------ ------- MVII E. Thomxx Xxxxxx MVII Robexx X. Xxxxx MVII Josexx X. Xxxxxxxx MVII John XxXxxxxx DSI Group Josexx X. Xxxxxxx DSI Group M.D. Davix (b) At least sixty (60) days prior to any meeting of the Shareholders at which an election of directors is to be held, the Company shall send to each Spokesperson a notice of such meeting soliciting from such individual the names of the persons that MVII and the DSI Group respectively wish to nominate serve as members of the Board Company's board of Directors directors, and, as long as Xxxxxxxxxx owns more than 150,000 shares of the Common Stock, Xxxxxxxxxx shall have the right to designate a person (the "Replacement Director") to replace any Xxxxxxxxxx Nominated Director and, assuming the Replacement Director is reasonably satisfactory to the other Directors, all of the other Directors shall vote to nominate the Replacement Director to the Company's board of directors; (ii) Xxxxx beneficially owns less than 150,000 shares of the Common Stock, which nomination maythen the other Directors will not be obligated to nominate such person; and (iii) Xxxxxxx beneficially owns less than 150,000 shares of the Common Stock, but need then the other Directors will not bebe obligated to nominate such person, or the persons named in paragraph (a) of this Section 1.02. Such nominations must be received by the Company within fifteen (15) days following the date Xxxxxxx Nominated Directors to serve as members of the Company's notice soliciting nominationsboard of directors, and, as long as Xxxxxxx owns more than 150,000 shares of the Common Stock, Xxxxxxx shall have the right to designate a Replacement Director to replace a Xxxxxxx Nominated Director and, assuming the Replacement Director is reasonably satisfactory to the other Directors, all of the other Directors shall vote to nominate the Replacement Director to the Company's board of directors.

Nomination of Directors. (a) MVII and Each Eligible Investor (other than Reuters or its transferees) shall have the DSI Group shall each be entitled right to nominatenominate for election to the Board of Directors that number of directors (each, from time to time, a "Designated Director") determined in accordance with the following formula: the total number of members of the Board of Directors (which, as of the Company. The DSI Group date of this Agreement is eight (8)) multiplied by the percentage of the total voting power of all outstanding Savvis Voting Stock represented by the Savvis Voting Stock owned by such Eligible Investor, rounded down to the nearest whole number; provided that, in the event that WCAS and its Affiliates collectively own of record Savvis Voting Stock representing more than 50% of the voting power represented by the then validly issued and outstanding Savvis Voting Stock, the number of Designated Directors such Investors shall be able to appoint shall not be less than a number that is at least half of the members of the Board; and provided further that each such Eligible Investor will be entitled to nominate two at least one director for election to the Board in accordance with this Section 6(a) so long as such Eligible Investor (and, solely in the case of WCAS, together with its Affiliates) owns of record Savvis Voting Stock representing at least five percent (5%) of the total voting power of all outstanding Savvis Voting Stock. (b) In the event that any Investor ceases to be such an Eligible Investor or otherwise ceases to own a sufficient number of shares of Savvis Voting Stock to entitle it to nominate the number of directors it then has on the Board of Directors, such Investor shall use its best efforts promptly to cause the resignation of one or more of its Designated Director(s) from the Board of Directors and, if such resignation is not obtained, to vote its shares of Savvis Voting Stock in favor of the removal of one or more of its Designated Director(s) from the Board of Directors, in each case so that the number of Designated Directors, if any, of such Investor shall be consistent with such Investor's rights under Section 6(a). (c) The Investors and Savvis hereby further agree that in the event a Designated Director shall cease to serve as a director of Savvis, the vacancy resulting therefrom (including a vacancy on any committee of the Board of Directors) will be filled promptly by the Board or the stockholders of Savvis, as the case may be, in each case as provided in the Bylaws of the Company, and MVII with a substitute Designated Director nominated pursuant to Section 6(d) below. (d) The selection of a substitute Designated Director to fill a vacancy on the Board of Directors shall be entitled made as follows: (1) in the event the vacancy has been created by the resignation or removal of the Designated Director of an Eligible Investor pursuant to nominate Section 6(b), the substitute Designated Director shall be selected by the remaining number of directors. MVII and the DSI Group shall have the exclusive right to nominate any director to replace a director previously nominated by it who has vacated his or her directorship by reason of death, resignation, or removal. With respect to the nominees of MVII and the DSI Group, the Company shall be entitled to rely on written notice from E. Thomxx Xxxxxx xx behalf of MVII and from M.D. Davix xx behalf of the DSI Group, as to the identity of each Shareholder's nominees (each of Mr. Xxxxxx xxx Mr. Xxxxx xx referred to herein as a "Spokesperson"). MVII and the DSI Group may change its Spokesperson by giving the Company written notice of a change in such Spokesperson, executed by a majority in interest (not in number) of the DSI Shareholders in the case of the DSI Group. The initial nominees for directors are as follows: IDENTITY OF SHAREHOLDERS NOMINEE ------------------------ ------- MVII E. Thomxx Xxxxxx MVII Robexx X. Xxxxx MVII Josexx X. Xxxxxxxx MVII John XxXxxxxx DSI Group Josexx X. Xxxxxxx DSI Group M.D. Davix (b) At least sixty (60) days prior to any meeting of the Shareholders at which an election of directors is to be held, the Company shall send to each Spokesperson a notice of such meeting soliciting from such individual the names of the persons that MVII and the DSI Group respectively wish to nominate as members of the Board of Directors Directors, or, if another Eligible Investor has replaced the Eligible Investor whose Designated Director has resigned or been removed, then such other Eligible Investor shall select the substitute Designated Director. (2) in the event the vacancy has been created other than by reason of the Company, which nomination may, but need not beresignation or removal of the Designated Director of an Eligible Investor pursuant to Section 6(b), the persons named in paragraphsubstitute Designated Director shall be selected by the Eligible Investor who nominated the director whose position is to be filled. (ae) Savvis agrees subject to fiduciary obligations to take all actions necessary to cause the terms of Section 6(a) to be affected in accordance with their terms. (f) The provisions of this Section 1.02. Such nominations must be received by 6 shall continue in force and effect until the Company within fifteen earlier to occur of (15i) days following the date on which no shares of Preferred Stock are outstanding and (ii) the Company's notice soliciting nominationsdate on which there are no Eligible Investors.

Nomination of Directors. (a) MVII and the DSI Group shall each be entitled to nominate, from time to time, the members of the Board of Directors of the Company. The DSI Group shall be entitled to nominate two of the total number of directors of the Company, and MVII shall be entitled to nominate the remaining number of directors. MVII and the DSI Group shall have the exclusive right to nominate any director to replace a director previously nominated by it who has vacated his or her directorship by reason of death, resignation, or removal. With respect to the nominees of MVII and the DSI Group, the Company shall be entitled to rely on written notice from E. Thomxx Xxxxxx xx behalf of MVII and from M.D. Davix xx behalf of the DSI Group, as to the identity of each Shareholder's nominees (each of Mr. Xxxxxx xxx Mr. Xxxxx xx referred to herein as a "Spokesperson"). MVII and the DSI Group may change its Spokesperson by giving the Company written notice of a change in such Spokesperson, executed by a majority in interest (not in number) of the DSI Shareholders in the case of the DSI Group. The initial nominees for directors are as follows: IDENTITY OF SHAREHOLDERS NOMINEE ------------------------ ------- MVII E. Thomxx Xxxxxx MVII Robexx X. Xxxxx MVII Josexx X. Xxxxxxxx MVII John XxXxxxxx DSI Group Josexx X. Xxxxxxx DSI Group M.D. Davix (b) At least sixty (60) days prior to any meeting of the Shareholders at which an election of directors is to be held, the Company shall send to each Spokesperson a notice of such meeting soliciting from such individual the names of the persons that MVII and the DSI Group respectively wish to nominate as members of the Board of Directors of the Company, which nomination may, but need not be, the persons named in paragraph (a) of this Section 1.02. Such nominations must be received by the Company within fifteen (15) days following the date of the Company's notice soliciting nominations.

Nomination of Directors. (aA) MVII The Participating Shareholders and Mariner acknowledge the DSI Group benefits of a Board nominated with the knowledge, experience and talents of both the Participating Shareholders and Mariner. (B) Mariner shall each be entitled to nominate, from time nominate four (4) candidates for election to time, the members of the Board of Directors of the Company. The DSI Group Board; Rxxxxx X. Xxxxxx shall be entitled to nominate two of (2) candidates for election to the total number of directors of the CompanyBoard, and MVII including himself; Mxxx X. Xxxxxxxx shall be entitled to nominate the remaining number of directors. MVII and the DSI Group shall have the exclusive right to nominate any director to replace a director previously nominated by it who has vacated his or her directorship by reason of death, resignation, or removal. With respect one (1) candidate for election to the nominees of MVII Board and the DSI Group, the Company Lionshead Investments shall be entitled to rely on written notice from E. Thomxx Xxxxxx xx behalf of MVII and from M.D. Davix xx behalf nominate one (1) candidate for election to the Board, provided that one of the DSI Groupcandidates nominated to the Board by Rxxxxx X. Xxxxxx and each of the candidates nominated to the Board by Mxxx X. Xxxxxxxx and Lionshead Investments shall qualify as Independent Directors in accordance with the Rules of the New York Stock Exchange and all other applicable laws and regulations that may be enacted from time to time; and, the Chief Executive Officer of NYMAGIC, INC. shall be entitled to nominate three (3) directors for election to the Board, all of whom shall be Independent Directors, as described in this Article IV(B), for a total of eleven directors. The Participating Shareholders shall, consistent with director fiduciary duties, cause their nominees to the identity of each Shareholder's nominees (each of Mr. Xxxxxx xxx Mr. Xxxxx xx referred to herein as a "Spokesperson"). MVII and the DSI Group may change its Spokesperson by giving the Company written notice of a change in such Spokesperson, executed by a majority in interest (not in number) vote for one of the DSI Shareholders in the case of the DSI Group. The initial nominees for directors are as follows: IDENTITY OF SHAREHOLDERS NOMINEE ------------------------ ------- MVII E. Thomxx Xxxxxx MVII Robexx X. Xxxxx MVII Josexx X. Xxxxxxxx MVII John XxXxxxxx DSI Group Josexx X. Xxxxxxx DSI Group M.D. Davix (b) At least sixty (60) days prior to any meeting of the Shareholders at which an election of directors is to be held, the Company shall send to each Spokesperson a notice of such meeting soliciting from such individual the names of the persons that MVII and the DSI Group respectively wish to nominate as Mariner nominated members of the Board, as designated by Mariner as Chairman of each meeting. If any of Rxxxxx X. Xxxxxx, Mxxx X. Xxxxxxxx, or Lionshead Investments does not nominate a candidate for the Board as authorized under this Article IV (B), Mariner may instead nominate a number of Directors candidates equal to the number not nominated by these individuals. (C) Provided that the candidates of the CompanyParticipating Shareholders would not be legally disqualified from serving as directors of the Corporation, which nomination Mariner agrees to vote the Voting Shares in favor of the election of such candidates or any successor or replacement candidates nominated by the Participating Shareholders. (D) Subject to the provisions of the Corporation’s By-laws, any Participating Shareholder entitled under this Article IV to designate any director or successor director may, but need not beacting reasonably, replace any director nominated by him at any time and from time to time with or without cause, provided that any replacement director complies with the persons named in paragraph provisions of Article IV (a) of this Section 1.02. Such nominations must be received by the Company within fifteen (15) days following the date of the Company's notice soliciting nominationsB).

Nomination of Directors. (a) MVII So long as the number of shares of Common Stock issuable upon conversion in full of the outstanding Series C Preferred Stock held by the Series C Stockholder represents 40% or more of the number of Fully Diluted Shares, (i) GECC shall have the right each year to designate, by written notice thereof to the Company, two individuals (who are each legally, mentally and physically capable of serving) for the DSI Group shall each be entitled Company to nominate, from time nominate for election to time, the members of the Board of Directors at the Company's annual meeting, and the Company shall so nominate such individuals in accordance with its Bylaws and (ii) each of the Company's Audit and Compensation Committees shall include both directors so designated by GECC. The DSI Group GECC shall be entitled deliver any such written notice at least 60 days prior to nominate two of the total number date set for the election of directors (or if not theretofore notified by the Company of such date, at least 60 days prior to the first anniversary of the Company, and MVII shall be entitled to nominate 's most recent annual meeting). (b) So long as the remaining number of directors. MVII and shares of Common Stock issuable upon conversion in full of the DSI Group outstanding Series C Preferred Stock held by the Series C Stockholder represents 25% or more (but less than 40%) of the number of Fully Diluted Shares, (i) GECC shall have the exclusive right each year to designate, by written notice thereof to the Company, one individual (who is legally, mentally and physically capable of serving) for the Company to nominate any director to replace a director previously nominated by it who has vacated his or her directorship by reason of death, resignation, or removal. With respect for election to the nominees Board of MVII Directors at the Company's annual meeting, and the DSI GroupCompany shall so nominate such individual in accordance with the Company's Bylaws and (ii) each of the Company's Audit and Compensation Committees shall include the director who was so designated by GECC. GECC shall deliver any such written notice at least 60 days prior to the date set for the election of directors (or if not theretofore notified by the Company of such date, at least 60 days prior to the first anniversary of the Company's most recent annual meeting). (c) At any time the Series C Stockholder is entitled to designate two or one nominees for the Board of Directors pursuant to Section 2(a) or 2(b), as the case may be, the Company shall be entitled to rely on written notice from E. Thomxx Xxxxxx xx behalf of MVII and from M.D. Davix xx behalf identify any such nominee as the designee of the DSI GroupSeries C Stockholder in any proxy statement, as information statement or other document delivered to the identity of each Shareholder's Common Stockholders in which such nominees (each of Mr. Xxxxxx xxx Mr. Xxxxx xx referred to herein as a "Spokesperson"). MVII and the DSI Group may change its Spokesperson by giving the Company written notice of a change in such Spokesperson, executed by a majority in interest (not in number) of the DSI Shareholders in the case of the DSI Group. The initial nominees for directors are as follows: IDENTITY OF SHAREHOLDERS NOMINEE ------------------------ ------- MVII E. Thomxx Xxxxxx MVII Robexx X. Xxxxx MVII Josexx X. Xxxxxxxx MVII John XxXxxxxx DSI Group Josexx X. Xxxxxxx DSI Group M.D. Davixnamed. (bd) At least sixty (60) days prior The rights granted to any meeting of the Shareholders at which an election of directors is Series C Stockholder pursuant to be held, the Company shall send to each Spokesperson a notice of such meeting soliciting from such individual the names of the persons that MVII and the DSI Group respectively wish to nominate as members of the Board of Directors of the Company, which nomination may, but need this Section 2 may not be, the persons named in paragraph (a) of this Section 1.02. Such nominations must be received by the Company within fifteen (15) days following the date of the Company's notice soliciting nominationsdirectly or indirectly, assigned or transferred.

Nomination of Directors. Notwithstanding anything herein to the contrary, following the IPO Time until such time as the AKKR Group ceases to hold, on a collective basis, more Common Stock than the Sharma Investors hold, on a collective basis, as of such time (abut excluding, for this purpose, any Restricted Shares held by the AKKR Group or the Sharma Investors) MVII and the DSI Group shall each be entitled to nominate, from time to (such time, the members “Appointment Right Time”): (i) For so long as the AKKR Group owns, directly or indirectly, in the aggregate, at least: (1) 10% of the Board outstanding shares of Directors of Common Stock that are not Restricted Shares, the Company. The DSI Group shall be entitled to nominate two of the total number of directors of the Company, and MVII shall be entitled to nominate the remaining number of directors. MVII and the DSI Group AKKR Designation Parties shall have the exclusive right, but not the obligation, to nominate to the Board five (5) Directors, who shall initially be the following individuals: Xxxxxx Xxxxxxx, Xxxxx Xxxxx and Xxxx Xxxxxxxxxx with two seats for AKKR Directors left vacant; and (2) 5% of the outstanding shares of Common Stock that are not Restricted Shares, but less than 10% of the outstanding shares of Common Stock that are not Restricted Shares, the AKKR Designation Parties shall have the right, but not the obligation, to nominate to the Board two (2) Directors. Any such Director(s) appointed pursuant to this Section 2(a)(i) shall be the “AKKR Director” or “AKKR Directors,” as applicable. (ii) For so long as (x) the Sharma Investors own, directly or indirectly, in the aggregate, at least 5% of the outstanding shares of Common Stock that are not Restricted Shares or (y) Sharma is the Company’s chief executive officer, the Sharma Investors shall have the right, but not the obligation, to nominate Sharma to the Board and in such capacity Sharma shall be the “Sharma Director.” Any Directors other than AKKR Directors and the Sharma Director shall be “Independent Directors”, and the initial Independent Directors shall be Xxxxxxx Xxxxxx and Xxxx Xxxxxxx with one seat for an Independent Director left vacant. Any Independent Director shall not be deemed to be an AKKR Director or Sharma Director. From and after the Appointment Right Time, and until such time as the AKKR Group ceases to hold, on a collective basis, at least 5% of the outstanding shares of Common Stock that are not Restricted Shares, the AKKR Designation Parties shall have the right, but not the obligation, to nominate to the Board two (2) Directors, who shall be AKKR Directors. The Board shall consist of three (3) classes of Directors as further specified in the Certificate of Incorporation and, until the Appointment Right Time, each class shall consist of at least one (1) seat for an Independent Director and at least one (1) seat for an AKKR Director. From and after the Appointment Right Time, so long as the AKKR Designation Parties have the right to nominate any director to replace a director previously nominated by it who has vacated his or her directorship by reason of deathdesignate two (2) AKKR Directors, resignation, or removal. With respect to the nominees of MVII and the DSI Group, the Company each seat for an AKKR Director shall be entitled to rely on written notice from E. Thomxx Xxxxxx xx behalf in a separate class of MVII and from M.D. Davix xx behalf of the DSI Group, as to the identity of each Shareholder's nominees (each of Mr. Xxxxxx xxx Mr. Xxxxx xx referred to herein as a "Spokesperson"). MVII and the DSI Group may change its Spokesperson by giving the Company written notice of a change in such Spokesperson, executed by a majority in interest (not in number) of the DSI Shareholders in the case of the DSI Group. The initial nominees for directors are as follows: IDENTITY OF SHAREHOLDERS NOMINEE ------------------------ ------- MVII E. Thomxx Xxxxxx MVII Robexx X. Xxxxx MVII Josexx X. Xxxxxxxx MVII John XxXxxxxx DSI Group Josexx X. Xxxxxxx DSI Group M.D. Davix (b) At least sixty (60) days prior to any meeting of the Shareholders at which an election of directors is to be held, the Company shall send to each Spokesperson a notice of such meeting soliciting from such individual the names of the persons that MVII and the DSI Group respectively wish to nominate as members of the Board of Directors of the Company, which nomination may, but need not be, the persons named in paragraph (a) of this Section 1.02. Such nominations must be received by the Company within fifteen (15) days following the date of the Company's notice soliciting nominationsDirectors.

Nomination of Directors. (a) MVII The Company shall cause to be nominated for election as a Class III Director to the Board of Directors at the 2003 annual meeting of the Company's shareholders, each of (i) Kevin G. Kerns (the "Company Nominee") and (ii) Donald A. DeLoach, xx xxx xxxxxxee of the DSI Group Specified Shareholders (xxx "Xxxxxxxxxxx Nominee" and, together with the Company Nominee, the "Nominees"). The Company shall (i) include the Nominees in the Company's proxy statement for the 2003 annual meeting of the Company's shareholders, and shall recommend that the Company's shareholders vote in favor of the election of the Nominees or (ii) alternatively if such Nominees are not elected at such meeting on or before July 31, 2003, take such actions as shall be necessary (including through the filling of a vacancy) to cause each Nominee to be entitled appointed to the Board of Directors on or before July 31, 2003. (b) It is understood and agreed that nothing in this Agreement shall entitle the Specified Shareholders to any right to nominate, from designate or elect a director to the Board of Directors at any time other than the 2003 annual meeting of the Company's shareholders. (c) Each Specified Shareholder shall terminate, effective immediately, any efforts to timecause any nominees to be elected to the Board of Directors through a proxy solicitation or a consent solicitation with respect to the 2003 annual meeting of the Company's shareholders or otherwise (except as permitted by clause (ii) of the last sentence of Section 5) during the term of this Agreement. Each Specified Shareholder agrees to amend, promptly after the execution hereof, the members Schedule 13D to reflect the matters contemplated by this Agreement. The form of such amendment to the Schedule 13D is attached hereto as Schedule II and is acceptable in form and substance to the Company. (d) The Company shall not take any action to remove the Shareholder Nominee from his position as a director without cause prior to the conclusion of his term. (e) The Specified Shareholders may present or suggest by written notice to the Company potential candidates for consideration by the Board of Directors to fill any vacancy created by reason of an increase in the number of directors on the Board of Directors (a "Board Vacancy"); provided, however, that the Board of Directors shall not be bound or obligated in any way to fill any Board Vacancy with any potential candidate presented or suggested by the Specified Shareholders. (f) In the event that (i) the Company increases the size of the Board of Directors to more than seven or (ii) any person chosen by the Board of Directors to fill a Board Vacancy shall serve as a member of any class of director other than as a Class I Director, then a Majority in Interest of the Specified Shareholders may terminate this Agreement on or after the day after the occurrence of such event by providing written notice of termination to the Company; provided, however, that any early termination of this Agreement pursuant to this Section 4(f) shall not terminate the Company's obligations under Section 4(a). (g) The Company shall present by written notice to the Specified Shareholders any potential candidates that the Company proposes to fill a Board Vacancy. The DSI Group John M. Kratky III, as the representative of the Specified Sharehoxxxxx, xxx xxxt with and interview such potential candidates. If within ten business days from the date of such notice, a Majority in Interest of the Specified Shareholders fails to give the Company notice in writing that a Majority in Interest of the Specified Shareholders objects to the Company's potential candidate (an "Objection Notice"), then such potential candidate shall be entitled deemed reasonably acceptable to nominate two a Majority in Interest of the total number Specified Shareholders. Any such Objection Notice (i) may only be given if the Company's potential candidate is not reasonably acceptable to a Majority in Interest of directors the Specified Shareholders and (ii) shall specify the reasons the Company's potential candidate was not reasonably acceptable to a Majority in Interest of the Specified Shareholders. In the event the Board of Directors fills a Board Vacancy, through appointment or election at a special meeting of the shareholders of the Company, and MVII shall be entitled to nominate the remaining number of directors. MVII and the DSI Group shall have the exclusive right to nominate any director to replace with a director previously nominated by it who has vacated his or her directorship by reason of death, resignation, or removal. With respect to the nominees of MVII and the DSI Group, the Company shall be entitled to rely on written notice from E. Thomxx Xxxxxx xx behalf of MVII and from M.D. Davix xx behalf of the DSI Group, as to the identity of each Shareholder's nominees (each of Mr. Xxxxxx xxx Mr. Xxxxx xx referred to herein as a "Spokesperson"). MVII and the DSI Group may change its Spokesperson by giving the Company written notice of a change in such Spokesperson, executed by a majority in interest (not in number) of the DSI Shareholders in the case of the DSI Group. The initial nominees for directors are as follows: IDENTITY OF SHAREHOLDERS NOMINEE ------------------------ ------- MVII E. Thomxx Xxxxxx MVII Robexx X. Xxxxx MVII Josexx X. Xxxxxxxx MVII John XxXxxxxx DSI Group Josexx X. Xxxxxxx DSI Group M.D. Davix (b) At least sixty (60) days prior to any meeting of the Shareholders at which an election of directors is to be held, the Company shall send to each Spokesperson a notice of such meeting soliciting from such individual the names of the persons that MVII and the DSI Group respectively wish to nominate as members of the Board of Directors of the Company, which nomination may, but need not be, the persons named in paragraph (a) of this Section 1.02. Such nominations must be received candidate proposed by the Company within fifteen (15) days following the date that is not reasonably acceptable to a Majority in Interest of the Company's notice soliciting nominationsSpecified Shareholders, then this Agreement shall terminate on the day after the filling of such Board Vacancy with such candidate.

Nomination of Directors. (ai) MVII For so long as GBL and Xxxxxxx Xxxx collectively beneficially own at least 70% of the DSI Group shares of Common Stock originally issued to the Initial GBL Holder and Xxxxxxx Xxxx at the Closing, GBL shall each have the right, but not the obligation, to nominate for election to the Board two (2) directors (each, a “GBL Director”), and for so long as Xxxxxxx Xxxx holds at least 50% of the shares of Common Stock originally issued to Xxxxxxx Xxxx at the Closing, Xxxxxxx Xxxx shall be one of the GBL Directors. (ii) For so long as GBL and Xxxxxxx Xxxx collectively beneficially own less than 70% but at least 50% of the shares of Common Stock originally issued to the Initial GBL Holder and Xxxxxxx Xxxx at the Closing, GBL shall have the right, but not the obligation, to nominate for election to the Board one (1) GBL Director. If there are two (2) GBL Directors providing services as of the time the collective beneficial ownership of GBL and Xxxxxxx Xxxx drops below 70% of the shares of Common Stock originally issued to the Initial GBL Holder and Xxxxxxx Xxxx at the Closing, one (1) GBL Director will be removed in accordance with Section 2(d). (iii) If GBL beneficially owns less than 50% of the shares of Common Stock originally issued to the Initial GBL Holder at the Closing, GBL shall have no right to nominate for election to the Board any directors, and any GBL Directors providing services as of the time the beneficial ownership of GBL drops below 50% of the shares of Common Stock originally issued to the Initial GBL Holder at the Closing shall automatically be deemed to have offered his or her resignation from the Board and any committee of the Board with no further action required on the part of GBL, the Board or the Corporation, provided, however, the Board may, in its sole discretion, reject such resignation and invite any GBL Director(s) to continue to act in his or her capacity. (iv) For so long as GBL is entitled to nominate a director pursuant to Section 2(a)(i) or Section 2(a)(ii), the GBL Director shall have the right to be a member of the Executive Committee, Nominating and Governance Committee and Compensation Committee, subject to applicable law (including applicable committee independence standards of Nasdaq or other applicable stock exchange on which the Corporation is listed). (v) For so long as Xxxxxxx Xxxx is serving as a GBL Director, he shall have the right to be a member of the Executive Committee. For the avoidance of doubt, so long as the restrictions set forth in Section 4 apply, GBL shall not be entitled to nominatenominate any directors other than those set forth above. The initial GBL Directors and any replacement GBL Directors shall be reasonably acceptable to the Corporation (such approval not to be unreasonably withheld, from time delayed or conditioned); provided that the Corporation agrees that (x) Xxxxxxx Xxxx and Xxxxxxx Xxxxxxxx are acceptable individuals to timeserve as the GBL Directors and (y) any executive of GBL with a title of Investment Partner or more senior title shall be an acceptable individual to serve as a GBL Director; and provided further that the Corporation shall have the right to meet with such executive of GBL prior to his or her appointment to the Board and if the Corporation provides a written notice to GBL that, in its reasonable discretion, such executive is not legally qualified to serve on the board of directors of a Delaware corporation listed on Nasdaq or other applicable stock exchange on which the Corporation is listed or not qualified under the Corporation’s governance documents (which governance documents shall apply equally to all members of the Board and shall not be amended, modified or repealed in a manner that is intended to or does disproportionately adversely affect the rights of Directors of any GBL Director) to serve on the Company. The DSI Group Board, then such executive shall not be entitled to nominate two of the total number of directors of the Company, and MVII shall be entitled to nominate the remaining number of directors. MVII and the DSI Group shall have the exclusive right to nominate any director to replace a director previously nominated by it who has vacated his or her directorship by reason of death, resignation, or removal. With respect to the nominees of MVII and the DSI Group, the Company shall be entitled to rely on written notice from E. Thomxx Xxxxxx xx behalf of MVII and from M.D. Davix xx behalf of the DSI Group, as to the identity of each Shareholder's nominees (each of Mr. Xxxxxx xxx Mr. Xxxxx xx referred to herein as a "Spokesperson"). MVII and the DSI Group may change its Spokesperson by giving the Company written notice of a change in such Spokesperson, executed by a majority in interest (not in number) of the DSI Shareholders in the case of the DSI Group. The initial nominees for directors are as follows: IDENTITY OF SHAREHOLDERS NOMINEE ------------------------ ------- MVII E. Thomxx Xxxxxx MVII Robexx X. Xxxxx MVII Josexx X. Xxxxxxxx MVII John XxXxxxxx DSI Group Josexx X. Xxxxxxx DSI Group M.D. Davix (b) At least sixty (60) days prior to any meeting of the Shareholders at which an election of directors is to be held, the Company shall send to each Spokesperson a notice of such meeting soliciting from such individual the names of the persons that MVII and the DSI Group respectively wish to nominate as members of the Board of Directors of the Company, which nomination may, but need not be, the persons named in paragraph (a) of this Section 1.02. Such nominations must be received by the Company within fifteen (15) days following the date of the Company's notice soliciting nominationsdeemed acceptable.

Nomination of Directors. (a) MVII For so long as Cap I and Cap II own an aggregate of twenty percent (20%) or more of the DSI Group shall each be entitled to nominate, from time to timeoutstanding Common Stock as of the relevant Qualification Date, the Company, acting through its Board of Directors, shall, subject to the other provisions of this Agreement, be obligated to nominate for election to the Board of Directors, as members of the slate of nominees for election to the Board of Directors proposed by the management of the Company. The DSI Group shall be entitled to nominate two Company in its proxy statement at each annual meeting of stockholders of the total Company (or special meeting in lieu thereof) at which Class III Directors are to be elected, one Qualified Nominee designated by Cap I and one Qualified Nominee designated by Cap II, each as a Class III Director. (b) If the number of directors of the Company, and MVII shall be entitled Class III Directors is increased to nominate the remaining number of directors. MVII and the DSI Group shall have the exclusive right to nominate any director to replace a director previously nominated by it who has vacated his or her directorship by reason of death, resignation, or removal. With respect to the nominees of MVII and the DSI Groupmore than two (2), the Company shall only be entitled obligated to rely on written notice nominate the two Qualified Nominees so designated by Cap I and Cap II for such class. (c) Upon the occurrence of a vacancy in the Board of Directors that results from E. Thomxx Xxxxxx xx behalf the removal or resignation of MVII and from M.D. Davix xx behalf a designee of either Cap I or Cap II, the DSI GroupCompany, acting through its Board of Directors, shall be obligated to elect a Qualified Nominee designated by Cap I or Cap II, as the case may be, to the identity fill such vacancy. (d) If Cap I or Cap II shall not continue to own of each Shareholder's nominees record at least five percent (each of Mr. Xxxxxx xxx Mr. Xxxxx xx referred to herein as a "Spokesperson"). MVII and the DSI Group may change its Spokesperson by giving the Company written notice of a change in such Spokesperson, executed by a majority in interest (not in number5%) of the DSI Shareholders outstanding Common Stock on any Qualification Date, the rights of such limited partnership under Section 3(a) shall be exercised by the limited partnership that continues to own more than five percent (5%) of the outstanding Common Stock. (e) Cap I and Cap II shall notify the Company in writing of their designees to the Board of Directors no later than thirty (30) days after the Qualification Date in the case of the DSI Group. The initial nominees for directors are as follows: IDENTITY OF SHAREHOLDERS NOMINEE ------------------------ ------- MVII E. Thomxx Xxxxxx MVII Robexx X. Xxxxx MVII Josexx X. Xxxxxxxx MVII John XxXxxxxx DSI Group Josexx X. Xxxxxxx DSI Group M.D. Davix (b) At least sixty (60) days prior to any meeting of the Shareholders at which an election of directors is to be held, the Company shall send to each Spokesperson a notice of such meeting soliciting from such individual the names of the persons that MVII and the DSI Group respectively wish to nominate as members of the Board of Directors of the Company, which nomination may, but need not be, the persons named in paragraphSection 3 (a) of this Section 1.02. Such nominations must be received by the Company within fifteen above and no later than ten (1510) days following after the date occurrence of a vacancy in the case of Section 3(c) above. (f) The Company, upon receipt of the Company's notice soliciting nominationsof the designees of Cap I and Cap II pursuant to Section 3(a), shall use all reasonable efforts to solicit proxies from its stockholders in favor of the election of such designees. (g) The Company shall not be obligated to nominate, or solicit proxies from its stockholders in favor of the election of, any individual that is not a Qualified Nominee.

Nomination of Directors. (a) MVII Each of the Directors shall vote and the DSI Group shall each be entitled to nominatetake all other necessary or desirable actions within his control, (including, without limitation, execution of written consents or resolutions in lieu of meetings), from time to timetime and at all times in whatever manner shall be necessary, to ensure that each of the following persons is nominated to serve as a director of the Company: Mxxx Xxxxxxxxxx ("Gxxxxxxxxx"), Lxxxxxx Xxxxxxx ("Sxxxxxx"), Cxxxxxxxxxx X. Xxxxx (“Dxxxx”), Cxxxxxx Xxxxxx (“Mxxxxx”), Jxxxx Xxxxxx (“Oxxxxx”), and up to three directors nominated by Gxxxxxxxxx, who shall be reasonably satisfactory to vFinance (the "Gxxxxxxxxx Nominated Director") and up to one additional director nominated by Sxxxxxx, who shall be reasonably satisfactory to the Company (together with Mxxxxx and Oxxxxx, the “Sxxxxxx Nominated Directors”). In the event that: (i) Gxxxxxxxxx beneficially owns less than 150,000 shares of the Common Stock, then the other Directors will not be obligated to nominate Gxxxxxxxxx to serve as a member of the Company's board of directors and the Gxxxxxxxxx Nominated Directors to serve as members of the Board Company's board of directors, and, as long as Gxxxxxxxxx owns more than 150,000 shares of the Common Stock, Gxxxxxxxxx shall have the right to designate a person (the "Replacement Director") to replace any Gxxxxxxxxx Nominated Director and, assuming the Replacement Director is reasonably satisfactory to the other Directors, all of the other Directors shall vote to nominate the Replacement Director to the Company's board of directors; (ii) Dxxxx beneficially owns less than 150,000 shares of the Common Stock, then the other Directors will not be obligated to nominate such person; and (iii) Sxxxxxx beneficially owns less than 150,000 shares of the Common Stock, then the other Directors will not be obligated to nominate such person, or the Sxxxxxx Nominated Directors to serve as members of the Company. The DSI Group shall be entitled to nominate two 's board of directors, and, as long as Sxxxxxx owns more than 150,000 shares of the total number of directors Common Stock, Sxxxxxx shall have the right to designate a Replacement Director to replace a Sxxxxxx Nominated Director and, assuming the Replacement Director is reasonably satisfactory to the other Directors, all of the Company, and MVII other Directors shall be entitled vote to nominate the remaining number Replacement Director to the Company's board of directors. MVII and the DSI Group shall have the exclusive right to nominate any director to replace a director previously nominated by it who has vacated his or her directorship by reason of death, resignation, or removal. With respect to the nominees of MVII and the DSI Group, the Company shall be entitled to rely on written notice from E. Thomxx Xxxxxx xx behalf of MVII and from M.D. Davix xx behalf of the DSI Group, as to the identity of each Shareholder's nominees (each of Mr. Xxxxxx xxx Mr. Xxxxx xx referred to herein as a "Spokesperson"). MVII and the DSI Group may change its Spokesperson by giving the Company written notice of a change in such Spokesperson, executed by a majority in interest (not in number) of the DSI Shareholders in the case of the DSI Group. The initial nominees for directors are as follows: IDENTITY OF SHAREHOLDERS NOMINEE ------------------------ ------- MVII E. Thomxx Xxxxxx MVII Robexx X. Xxxxx MVII Josexx X. Xxxxxxxx MVII John XxXxxxxx DSI Group Josexx X. Xxxxxxx DSI Group M.D. Davix. (b) At least sixty In the event that the Company’s outstanding Common Stock is listed for trading on AMEX or NASDAQ, the provisions of Section 1.2(a) shall be limited to provide that: (60i) days prior Gxxxxxxxxx and Sxxxxxx shall have the right to any meeting nominate persons to the Company’s board of directors or nominating committee, if any, but the board or nominating committee, if any, shall not be obligated to accept such nominees; and (ii) In addition to the rights set forth in Section 1.2(b)(i), provided that Messrs. Gxxxxxxxxx and Sxxxxxx own sufficient voting shares of capital stock of the Shareholders at Company to satisfy the voting rights requirements of the securities exchange on which an election the Company’s securities are listed, they may mutually agree to designate one person who shall serve on the Company’s board of directors as long as such person is reasonably satisfactory to be heldthe Company’s board of directors or nominating committee, if any. (c) In the event of changes in all of the outstanding Common Stock by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, or exchanges of shares or other similar transactions, the Company number of shares set forth in Section 1.2(a) hereof, shall send to each Spokesperson a notice of such meeting soliciting from such individual the names of the persons that MVII and the DSI Group respectively wish to nominate as members of the Board of Directors of the Company, which nomination may, but need not be, the persons named in paragraph (a) of this Section 1.02. Such nominations must automatically be received by the Company within fifteen (15) days following the date of the Company's notice soliciting nominationsproportionately adjusted.

Nomination of Directors. (a) MVII and the DSI Group shall each be entitled to nominate, from time to time, the members of the Board of Directors of the Company. The DSI Group shall be is currently entitled to nominate all but two (2) of the total number of directors of the Company. The remaining two (2) directors of the Company are entitled to be nominated by certain additional Shareholders of the Company pursuant to the terms and conditions of that certain Shareholders and Voting Agreement dated April 15, and MVII 1999 (the "Prior Agreement"). (i) Throughout the term of this Agreement, Reiling shall be entitled to nominate one (1) of the remaining number directors of directors. the Xxxxxxy MVII is entitled to nominate. (ii) MVII and the DSI Group Reiling shall have the exclusive right to nominate any director to replace a rexxxxx x director previously nominated by it who has vacated his or her directorship by reason of death, resignation, or removal. . (iii) With respect to the nominees of MVII and the DSI GroupReiling, the Company shall be entitled to rely on written notice from E. Thomxx Xxxxxx xx X. Xxxmas Martin on behalf of MVII and from M.D. Davix Walter S. Reiling on behalf xx behalf of the DSI GroupXxxxxxx, as xs to the identity of each Shareholder's nominees Shxxxxxxxxx'x xxxxxees (each of Mr. Xxxxxx Martix xxx Mr. Xxxxx xx Xr. Reiling are referred to herein as a "Spokesperson"). MVII and the DSI Group may change XXXX xxd Reixxxx xxx xxange its Spokesperson by giving the Company written notice of notxxx xx a change in such Spokesperson, executed by a majority in interest (not in number) . Reiling's initial nominee for director is Walter S. Reiling. MVII shaxx xxx xxs best efforts to cause the currexx xxxxx xx xxxxxtors of the DSI Shareholders Company to vote in favor of Walter S. Reiling to fill the case vacancy created by adding an additional xxxx xx xxx Xxxxany's board of the DSI Group. The initial nominees for directors are as follows: IDENTITY OF SHAREHOLDERS NOMINEE ------------------------ ------- MVII E. Thomxx Xxxxxx MVII Robexx X. Xxxxx MVII Josexx X. Xxxxxxxx MVII John XxXxxxxx DSI Group Josexx X. Xxxxxxx DSI Group M.D. Davixprovided in Section 1.01 of this Agreement. (b) At least sixty (60) days prior to any meeting of the Shareholders at which an election of directors is to be held, the Company shall send to each Spokesperson a notice of such meeting soliciting from such individual the names of the persons that MVII and the DSI Group Reiling respectively wish to nominate as members of the Board of Directors of Direxxxxx xf the Company, which nomination may, but need not be, the persons named in paragraph (a) of this Section 1.02. Such nominations must be received by the Company within fifteen (15) days following the date of the Company's notice soliciting nominations.

Nomination of Directors. (a) MVII The Company shall cause to be nominated for election as a Class III Director to the Board of Directors at the 2003 annual meeting of the Company’s shareholders, each of (i) Xxxxx X. Xxxxx (the “Company Nominee”) and (ii) Xxxxxx X. XxXxxxx, as the DSI Group designee of the Specified Shareholders (the “Shareholder Nominee” and, together with the Company Nominee, the “Nominees”). The Company shall (i) include the Nominees in the Company’s proxy statement for the 2003 annual meeting of the Company’s shareholders, and shall recommend that the Company’s shareholders vote in favor of the election of the Nominees or (ii) alternatively if such Nominees are not elected at such meeting on or before July 31, 2003, take such actions as shall be necessary (including through the filling of a vacancy) to cause each Nominee to be entitled appointed to the Board of Directors on or before July 31, 2003. (b) It is understood and agreed that nothing in this Agreement shall entitle the Specified Shareholders to any right to nominate, from designate or elect a director to the Board of Directors at any time other than the 2003 annual meeting of the Company’s shareholders. (c) Each Specified Shareholder shall terminate, effective immediately, any efforts to timecause any nominees to be elected to the Board of Directors through a proxy solicitation or a consent solicitation with respect to the 2003 annual meeting of the Company’s shareholders or otherwise (except as permitted by clause (ii) of the last sentence of Section 5) during the term of this Agreement. Each Specified Shareholder agrees to amend, promptly after the execution hereof, the members Schedule 13D to reflect the matters contemplated by this Agreement. The form of such amendment to the Schedule 13D is attached hereto as Schedule II and is acceptable in form and substance to the Company. (d) The Company shall not take any action to remove the Shareholder Nominee from his position as a director without cause prior to the conclusion of his term. (e) The Specified Shareholders may present or suggest by written notice to the Company potential candidates for consideration by the Board of Directors to fill any vacancy created by reason of an increase in the number of directors on the Board of Directors (a “Board Vacancy”); provided, however, that the Board of Directors shall not be bound or obligated in any way to fill any Board Vacancy with any potential candidate presented or suggested by the Specified Shareholders. (f) In the event that (i) the Company increases the size of the Board of Directors to more than seven or (ii) any person chosen by the Board of Directors to fill a Board Vacancy shall serve as a member of any class of director other than as a Class I Director, then a Majority in Interest of the Specified Shareholders may terminate this Agreement on or after the day after the occurrence of such event by providing written notice of termination to the Company; provided, however, that any early termination of this Agreement pursuant to this Section 4(f) shall not terminate the Company’s obligations under Section 4(a). (g) The Company shall present by written notice to the Specified Shareholders any potential candidates that the Company proposes to fill a Board Vacancy. The DSI Group Xxxx X. Xxxxxx III, as the representative of the Specified Shareholders, may meet with and interview such potential candidates. If within ten business days from the date of such notice, a Majority in Interest of the Specified Shareholders fails to give the Company notice in writing that a Majority in Interest of the Specified Shareholders objects to the Company’s potential candidate (an “Objection Notice”), then such potential candidate shall be entitled deemed reasonably acceptable to nominate two a Majority in Interest of the total number Specified Shareholders. Any such Objection Notice (i) may only be given if the Company’s potential candidate is not reasonably acceptable to a Majority in Interest of directors the Specified Shareholders and (ii) shall specify the reasons the Company’s potential candidate was not reasonably acceptable to a Majority in Interest of the Specified Shareholders. In the event the Board of Directors fills a Board Vacancy, through appointment or election at a special meeting of the shareholders of the Company, and MVII shall be entitled to nominate the remaining number of directors. MVII and the DSI Group shall have the exclusive right to nominate any director to replace with a director previously nominated by it who has vacated his or her directorship by reason of death, resignation, or removal. With respect to the nominees of MVII and the DSI Group, the Company shall be entitled to rely on written notice from E. Thomxx Xxxxxx xx behalf of MVII and from M.D. Davix xx behalf of the DSI Group, as to the identity of each Shareholder's nominees (each of Mr. Xxxxxx xxx Mr. Xxxxx xx referred to herein as a "Spokesperson"). MVII and the DSI Group may change its Spokesperson by giving the Company written notice of a change in such Spokesperson, executed by a majority in interest (not in number) of the DSI Shareholders in the case of the DSI Group. The initial nominees for directors are as follows: IDENTITY OF SHAREHOLDERS NOMINEE ------------------------ ------- MVII E. Thomxx Xxxxxx MVII Robexx X. Xxxxx MVII Josexx X. Xxxxxxxx MVII John XxXxxxxx DSI Group Josexx X. Xxxxxxx DSI Group M.D. Davix (b) At least sixty (60) days prior to any meeting of the Shareholders at which an election of directors is to be held, the Company shall send to each Spokesperson a notice of such meeting soliciting from such individual the names of the persons that MVII and the DSI Group respectively wish to nominate as members of the Board of Directors of the Company, which nomination may, but need not be, the persons named in paragraph (a) of this Section 1.02. Such nominations must be received candidate proposed by the Company within fifteen (15) days following the date that is not reasonably acceptable to a Majority in Interest of the Company's notice soliciting nominationsSpecified Shareholders, then this Agreement shall terminate on the day after the filling of such Board Vacancy with such candidate.

Nomination of Directors. (a) MVII Each of the Directors shall vote and the DSI Group shall each be entitled to nominatetake all other necessary or desirable actions within his control, (including, without limitation, execution of written consents or resolutions in lieu of meetings), from time to timetime and at all times in whatever manner shall be necessary, to ensure that each of the following persons is nominated to serve as a director of the Company: Xxxx Xxxxxxxxxx ("Xxxxxxxxxx"), Xxxxxxx Xxxxxxx ("Xxxxxxx"), Xxxxxxxxxxx X. Xxxxx (“Xxxxx”), Xxxxxxx Xxxxxx (“Xxxxxx”), Xxxxx Xxxxxx (“Xxxxxx”), and up to three directors nominated by Xxxxxxxxxx, who shall be reasonably satisfactory to vFinance (the "Xxxxxxxxxx Nominated Director") and up to one additional director nominated by Xxxxxxx, who shall be reasonably satisfactory to the Company (together with Xxxxxx and Xxxxxx, the “Xxxxxxx Nominated Directors”). In the event that: (i) Xxxxxxxxxx beneficially owns less than 150,000 shares of the Common Stock, then the other Directors will not be obligated to nominate Xxxxxxxxxx to serve as a member of the Company's board of directors and the Xxxxxxxxxx Nominated Directors to serve as members of the Board Company's board of directors, and, as long as Xxxxxxxxxx owns more than 150,000 shares of the Common Stock, Xxxxxxxxxx shall have the right to designate a person (the "Replacement Director") to replace any Xxxxxxxxxx Nominated Director and, assuming the Replacement Director is reasonably satisfactory to the other Directors, all of the other Directors shall vote to nominate the Replacement Director to the Company's board of directors; (ii) Xxxxx beneficially owns less than 150,000 shares of the Common Stock, then the other Directors will not be obligated to nominate such person; and (iii) Xxxxxxx beneficially owns less than 150,000 shares of the Common Stock, then the other Directors will not be obligated to nominate such person, or the Xxxxxxx Nominated Directors to serve as members of the Company. The DSI Group shall be entitled to nominate two 's board of directors, and, as long as Xxxxxxx owns more than 150,000 shares of the total number of directors Common Stock, Xxxxxxx shall have the right to designate a Replacement Director to replace a Xxxxxxx Nominated Director and, assuming the Replacement Director is reasonably satisfactory to the other Directors, all of the Company, and MVII other Directors shall be entitled vote to nominate the remaining number Replacement Director to the Company's board of directors. MVII and the DSI Group shall have the exclusive right to nominate any director to replace a director previously nominated by it who has vacated his or her directorship by reason of death, resignation, or removal. With respect to the nominees of MVII and the DSI Group, the Company shall be entitled to rely on written notice from E. Thomxx Xxxxxx xx behalf of MVII and from M.D. Davix xx behalf of the DSI Group, as to the identity of each Shareholder's nominees (each of Mr. Xxxxxx xxx Mr. Xxxxx xx referred to herein as a "Spokesperson"). MVII and the DSI Group may change its Spokesperson by giving the Company written notice of a change in such Spokesperson, executed by a majority in interest (not in number) of the DSI Shareholders in the case of the DSI Group. The initial nominees for directors are as follows: IDENTITY OF SHAREHOLDERS NOMINEE ------------------------ ------- MVII E. Thomxx Xxxxxx MVII Robexx X. Xxxxx MVII Josexx X. Xxxxxxxx MVII John XxXxxxxx DSI Group Josexx X. Xxxxxxx DSI Group M.D. Davix. (b) At least sixty In the event that the Company’s outstanding Common Stock is listed for trading on AMEX or NASDAQ, the provisions of Section 1.2(a) shall be limited to provide that: (60i) days prior Xxxxxxxxxx and Xxxxxxx shall have the right to any meeting nominate persons to the Company’s board of directors or nominating committee, if any, but the board or nominating committee, if any, shall not be obligated to accept such nominees; and (ii) In addition to the rights set forth in Section 1.2(b)(i), provided that Messrs. Xxxxxxxxxx and Xxxxxxx own sufficient voting shares of capital stock of the Shareholders at Company to satisfy the voting rights requirements of the securities exchange on which an election the Company’s securities are listed, they may mutually agree to designate one person who shall serve on the Company’s board of directors as long as such person is reasonably satisfactory to be heldthe Company’s board of directors or nominating committee, if any. (c) In the event of changes in all of the outstanding Common Stock by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, or exchanges of shares or other similar transactions, the Company number of shares set forth in Section 1.2(a) hereof, shall send to each Spokesperson a notice of such meeting soliciting from such individual the names of the persons that MVII and the DSI Group respectively wish to nominate as members of the Board of Directors of the Company, which nomination may, but need not be, the persons named in paragraph (a) of this Section 1.02. Such nominations must automatically be received by the Company within fifteen (15) days following the date of the Company's notice soliciting nominationsproportionately adjusted.

Nomination of Directors. (a) MVII and the DSI Group shall each be entitled to nominate, from time to time, the members of the Board of Directors of the Company. The DSI Group shall be is currently entitled to nominate all but two (2) of the total number of directors of the Company. The remaining two (2) directors of the Company are entitled to be nominated by certain additional Shareholders of the Company pursuant to the terms and conditions of that certain Shareholders and Voting Agreement dated April 15, and MVII 1999 (the "Prior Agreement"). (i) Throughout the term of this Agreement, Xxxxxxx shall be entitled to nominate one (1) of the remaining number directors of directors. the Company MVII is entitled to nominate. (ii) MVII and the DSI Group Xxxxxxx shall have the exclusive right to nominate any director to replace a director previously nominated by it who has vacated his or her directorship by reason of death, resignation, or removal. . (iii) With respect to the nominees of MVII and the DSI GroupXxxxxxx, the Company shall be entitled to rely on written notice from E. Thomxx Xxxxxx xx Xxxxxx on behalf of MVII and from M.D. Davix xx Xxxxxx X. Xxxxxxx on behalf of the DSI GroupXxxxxxx, as to the identity of each Shareholder's nominees (each of Mr. Xx. Xxxxxx xxx Mr. Xxxxx xx and Xx. Xxxxxxx are referred to herein as a "Spokesperson"). MVII and the DSI Group Xxxxxxx may change its Spokesperson by giving the Company written notice of a change in such Spokesperson, executed by a majority in interest (not in number) . Xxxxxxx'x initial nominee for director is Xxxxxx X. Xxxxxxx. MVII shall use its best efforts to cause the current board of directors of the DSI Shareholders Company to vote in the case favor of the DSI Group. The initial nominees for directors are as follows: IDENTITY OF SHAREHOLDERS NOMINEE ------------------------ ------- MVII E. Thomxx Xxxxxx MVII Robexx X. Xxxxx MVII Josexx X. Xxxxxxxx MVII John XxXxxxxx DSI Group Josexx X. Xxxxxxx DSI Group M.D. Davixto fill the vacancy created by adding an additional seat on the Company's board of directors as provided in Section 1.01 of this Agreement. (b) At least sixty (60) days prior to any meeting of the Shareholders at which an election of directors is to be held, the Company shall send to each Spokesperson a notice of such meeting soliciting from such individual the names of the persons that MVII and the DSI Group Xxxxxxx respectively wish to nominate as members of the Board of Directors of the Company, which nomination may, but need not be, the persons named in paragraph (a) of this Section 1.02. Such nominations must be received by the Company within fifteen (15) days following the date of the Company's notice soliciting nominations.