Common use of REDUCTION IN RIGHT OF PCP ENTITIES TO DESIGNATE DIRECTORS Clause in Contracts

REDUCTION IN RIGHT OF PCP ENTITIES TO DESIGNATE DIRECTORS. Notwithstanding anything to the contrary contained in this Agreement, at such time after the Second Closing Date as the percentage Beneficial Ownership in the Company of the PCP Entities, taken together, and excluding Common Stock Beneficially Owned as a result of unexercised Warrants ("Adjusted Beneficial Ownership") is reduced below 20% then the number of PCP Directors shall be reduced to the applicable number in the chart below: If such Adjusted Beneficial Ownership is equal to or No. of PCP Directors to be greater than: but less than: designated thereafter ------------- -------------- --------------------- 17.5% 20.0% 4 15.0% 17.5% 3 12.5% 15.0% 2 10.0% 12.5% 1 The number of PCP Directors to be designated shall be further reduced as such Adjusted Beneficial Ownership is further reduced, as provided in the chart above. Any reduction resulting from application of this Section 2.5 shall take place on the earlier to occur of (x) the first meeting of stockholders of the Company following the determination of such reduction, and (y) the first vacancy on the Board of Directors following the determination of such reduction.

REDUCTION IN RIGHT OF PCP ENTITIES TO DESIGNATE DIRECTORS. Notwithstanding anything to the contrary contained in this Agreement, at such time after the Second Closing Date as the percentage Beneficial Ownership in the Company of the PCP Entities, taken together, and excluding Common Stock Beneficially Owned as a result of unexercised Warrants ("Adjusted Beneficial Ownership") is reduced below 20% then the number of PCP Directors shall be reduced to the applicable number in the chart below: If such Adjusted Beneficial Ownership is equal to or No. of PCP Directors is equal to or to be designated greater than: but less than: designated than thereafter --------------------- ------------- -------------- --------------------- -------------------- 17.5% 20.0% 4 15.0% 17.5% 3 12.5% 15.0% 2 10.0% 12.5% 1 The number of PCP Directors to be designated shall be further reduced as such Adjusted Beneficial Ownership is further reduced, as provided in the chart above. Any reduction resulting from application of this Section 2.5 shall take place on the earlier to occur of (x) the first meeting of stockholders of the Company following the determination of such reduction, and (y) the first vacancy on the Board of Directors following the determination of such reduction.

REDUCTION IN RIGHT OF PCP ENTITIES TO DESIGNATE DIRECTORS. Notwithstanding anything to the contrary contained in this Agreement, at such time after the Second Closing Date as the percentage Beneficial Ownership in the Company of the PCP Entities, taken together, and excluding Common Stock Beneficially Owned as a result of unexercised Warrants ("Adjusted Beneficial Ownership") is reduced below 20% then the number of PCP Directors shall be reduced to the applicable number in the chart below: If such Adjusted Beneficial Ownership is equal to or No. of PCP Directors to be greater thanis Equal to or Greater Than: but less than: designated thereafter ------------- -------------- --------------------- thereafter: ------------------------------------- ------------------------ -------------------------- 17.5% 20.0% 4 15.0% 17.5% 3 12.5% 15.0% 2 10.0% 12.5% 1 The number of PCP Directors to be designated shall be further reduced as such Adjusted Beneficial Ownership is further reduced, as provided in the chart above. Any reduction resulting from application of this Section 2.5 shall take place on the earlier to occur of (x) the first meeting of stockholders of the Company following the determination of such reduction, and (y) the first vacancy on the Board of Directors following the determination of such reduction.

REDUCTION IN RIGHT OF PCP ENTITIES TO DESIGNATE DIRECTORS. Notwithstanding anything to the contrary contained in this Agreement, at such time after the Second Closing Date as the percentage Beneficial Ownership in the Company of the PCP Entities, taken together, and excluding Common Stock Beneficially Owned as a result of unexercised Warrants ("Adjusted Beneficial Ownership") is reduced below 20% then the number of PCP Directors shall be reduced to the applicable number in the chart below: If such Adjusted Beneficial Ownership is equal to or No. of PCP Directors is equal to or to be designated greater than: but less than: designated thereafter ------------- -------------- --------------------- ---------- 17.5% 20.0% 4 15.0% 17.5% 3 12.5% 15.0% 2 10.0% 12.5% 1 The number of PCP Directors to be designated shall be further reduced as such Adjusted Beneficial Ownership is further reduced, as provided in the chart above. Any reduction resulting from application of this Section 2.5 shall take place on the earlier to occur of (x) the first meeting of stockholders of the Company following the determination of such reduction, and (y) the first vacancy on the Board of Directors following the determination of such reduction.

REDUCTION IN RIGHT OF PCP ENTITIES TO DESIGNATE DIRECTORS. Notwithstanding anything to the contrary contained in this Agreement, at such time after the Second Closing Date as the percentage Beneficial Ownership in the Company of the PCP Entities, taken together, and excluding Common Stock Beneficially Owned as a result of unexercised Warrants ("Adjusted Beneficial Ownership") is reduced below 20% then the number of PCP Directors shall be reduced to the applicable number in the chart below: If such Adjusted Beneficial Ownership is equal to or No. of PCP Directors to be equal to or greater than: but less than: be designated thereafter ------------- ------------------------- -------------- --------------------- ------------------------ 17.5% 20.0% 4 15.0% 17.5% 3 12.5% 15.0% 2 10.0% 12.5% 1 The number of PCP Directors to be designated shall be further reduced as such Adjusted Beneficial Ownership is further reduced, as provided in the chart above. Any reduction resulting from application of this Section 2.5 shall take place on the earlier to occur of (x) the first meeting of stockholders of the Company following the determination of such reduction, and (y) the first vacancy on the Board of Directors following the determination of such reduction.