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 No. of PCP Directors to be is Equal to or 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 EntitiesEntities together with the Beneficial Ownership in the Company of Penske, taken together, and excluding Common Stock Beneficially Owned as a result of unexercised Warrants together ("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 No. of PCP Directors to be Ownership is Equal equal to or Greater Thangreater than: but 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 2.4 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 EntitiesEntities together with the Beneficial Ownership in the Company of Penske, taken together, and excluding Common Stock Beneficially Owned as a result of unexercised Warrants together ("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 No. of PCP Directors to be Ownership is Equal equal to or Greater Thangreater than: but 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 2.4 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 No. of PCP Directors is equal to or to be is Equal to or Greater Thandesignated 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 No. of PCP Directors is equal to or to be is Equal to or Greater Thandesignated greater than: but less than: designated thereafter: ------------------------------------- ------------------------ -------------------------- 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 No. of PCP Directors to be is Equal equal to or Greater Thangreater than: but less than: be 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 to be is Equal to or Greater Thangreater 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.