Common use of Vote in Favor of the Directors Clause in Contracts

Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the BVICo Shares he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of BVICo: (a) Five (5) persons, (i) three of whom shall at all times be “independent directors,” within the meaning of the NASDAQ rules, and (ii) all of whom shall be designees of BVICo; with one of such designees to stand for election in 2009 (“Class A Directors”), who shall initially be Maotong Xu and who will be an “independent director”; one of such designees to stand for election in 2010 (“Class B Directors”), who shall initially be Xxxx Xxxx Xxxxx and who will be an “independent director,” and three of such designees, to stand for election in 2011 (“Class C Directors”), who shall initially be Xxxxxxxx Xx, Xx Xx and Xxxxxxx Xxxx, of which Xxxxxxx Xxxx will be an “independent director” (collectively, the “BVICo Directors”); and (b) Xxxxx Xxxxxxx, who shall be elected as a Class B Director, and X.X. Xxxxx or another person who shall be designated by Xx. Xxxxxxx and, who, shall, at all times, be an independent director and shall be elected as a Class A Director (the “COAC Directors” and, together with the BVICo Directors, the “Director Designees”). The persons designated as independent directors by BVICo and Xx. Xxxxxxx shall be subject to the reasonable approval of the Xx. Xxxxxxx and BVICo, respectively. Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of any Director Designee to serve on the Board of Directors by virtue of such party’s execution of this Agreement or by the act of such party in designating or voting for such Director Designee pursuant to this Agreement. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and BVICo’s governing documents except that each Stockholder agrees that he, she or it will not, as a holder of BVICo Shares, vote for the removal of any director who is a member of a Group of which such Stockholder is not a member. If a director is removed or resigns from office, the remaining directors of the Group of which the vacating director is a member shall be entitled to appoint the successor.

Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the BVICo Shares of Delcorp Common Stock he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of BVICo:Delcorp:1 (a) Five (5) persons, (i) three (3) of whom shall at all times be “independent directors,” within the meaning of the NASDAQ rules, and (ii) all of whom shall be designees of BVICothe Company; with one two (2) of such designees to stand for election or re-election in 2009 (“Class A Directors”), who shall initially be Maotong Xu Bxxxx Xxxxx and who will be an “independent director”__________; one (1) of such designees to stand for election or re-election in 2010 (“Class B Directors”), who shall initially be Xxxx Xxxx Xxxxx _________ and who will be an “independent director,” and three two (2) of such designees, to stand for election or re-election in 2011 (“Class C Directors”), who shall initially be Xxxxxxxx Xxdesignated prior to the Closing Date, Xx Xx and Xxxxxxx Xxxx, each of which Xxxxxxx Xxxx will whom shall be an “independent director” director (collectively, the “BVICo Target Directors”); and; (b) Xxxxx XxxxxxxTwo (2) persons all of whom shall be designees of the Founders Group, which designee initially shall be __________, who shall be elected as a Class B __ Director, and X.X. Xxxxx or another person ________ who shall be designated by Xx. Xxxxxxx and, who, shall, at all times, be an independent director and shall be elected as a Class A Director __ Director, (the “COAC Founders Directors,” and, and together with the BVICo Target Directors, the “Director Designees”). ; and (c) Bxxxx Xxxxx is to be elected and serve as Chairman of the Board of Directors. (d) The persons designated Founders Group may also designate a person to serve as independent directors by BVICo an observer at all meetings of the Board of Directors and Xx. Xxxxxxx committees thereof, who shall be subject given all documents and other information furnished to the reasonable approval members of the XxBoard of Directors at the time such information is so furnished (the “Observer”). Xxxxxxx and BVICoAt the election of the Founders Group, respectivelythe person then acting as Observer shall be designated to serve all or a part of any unexpired term of the person designated by the Founders Group to serve as a Class __ Director, in which event the person designated by the Founders Group to serve as a Class __ Director shall serve as the Observer. Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of any Director Designee to serve on the Board of Directors by virtue of such party’s execution of this Agreement or by the act of such party in designating or voting for such Director Designee pursuant to this Agreement. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and BVICoDelcorp’s governing documents except that each Stockholder agrees that he, she or it will not, as a holder of BVICo Sharesstockholder, vote for the removal of any director who is a member of a Group of which such Stockholder is not a member. If a director is removed or resigns from office, the remaining directors of the Group of which the vacating director is a member shall be entitled to appoint the successor. 1 Parties are to designate their nominees, the number to stand for election in each class and who shall be independent directors. It is assumed there will be no annual meeting in 2008, as election of directors will be presented at the special meeting called to approve the merger.

Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the BVICo Shares of Tremisis Common Stock he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of BVICoTremisis: (a) Five Four (54) persons, (i) three (3) of whom which shall at all times be “"independent directors,” " within the meaning of the NASDAQ rules, and (ii) all of whom which shall be designees of BVICothe RAM Group; with one (1) of such designees to stand for election in 2009 2006 (“"Class A Directors”Director"), who shall initially be Maotong Xu and who will be an “independent director”Larry E. Lee; one (1) of such designees to stand for election in 2010 2007 (“Class B Directors”"Xxxxx X Xirector"), who shall initially be Xxxx Xxxx Xxxxx Gerald R. Marshall; and who will be an “independent director,” and three two (2) of such designees, designees to stand for election in 2011 electixx 0000 (“Class C "Xxxxx X Directors”"), who shall initially be Xxxxxxxx Xx, Xx Xx John M. Reardon and Xxxxxxx Xxxx, of which Xxxxxxx Xxxx will an independent director to be an “independent director” named by the RAM Grxxx xxxxx xx xxe Closing (collectively, the “BVICo "RAM Directors”"); and (b) Xxxxx Xxxxxxx, who shall be elected as a Class B Director, and X.X. Xxxxx or another One (1) person who shall be designated by Xx. Xxxxxxx andthe designee of the Founders Group, whowhich designee initially shall be Sean P. Lane, shall, at all times, be an independent director and who shall be elected as a Class A Director (the “COAC Directors” and, "Foundexx Xxxxxxxx," and together with the BVICo RAM Directors, the “"Director Designees”"). The persons designated as independent directors by BVICo and Xx. Xxxxxxx shall be subject to the reasonable approval of the Xx. Xxxxxxx and BVICo, respectively. Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of any Director Designee to serve on the Board of Directors by virtue of such party’s 's execution of this Agreement or by the act of such party in designating or voting for such Director Designee pursuant to this Agreement. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and BVICo’s Tremisis's governing documents except that each Stockholder agrees that he, she or it will not, as a holder of BVICo Sharesstockholder, vote for the removal of any director who is a member of a Group of which such Stockholder is not a member. If a director is removed or resigns from office, the remaining directors of the Group of which the vacating director is a member shall be entitled to appoint the successor.

Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the BVICo Shares shares of KBL Common Stock he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of BVICoKBL: (a) Five Two (52) persons, (i) three of whom shall at all times be “independent directors,” within the meaning of the NASDAQ rules, and (ii) all each of whom shall be designees of BVICothe Summer Group; with one (1) of such designees to stand for election in 2009 (“Class A DirectorsC Director”), who shall initially be Maotong Xu Xxxxx Xxxxxx; and who will be an “independent director”; one (1) of such designees to stand for election in 2010 2008 (“Class B DirectorsDirector”), who shall initially be Xxxx Xxxx Xxxxx and who will be an Xxxxxx Xxxxxx (together, the “independent director,” and three of such designees, to stand for election in 2011 (“Class C Summer Directors”); (b) Two (2) persons, each of whom shall be the designee of the Founders Group; with one (1) of such designees being a Class C Director, who shall initially be Xxxxxxxx Xx. Xxxxxxx Xxxxxx; and one (1) of such designees being as Class B Director, Xx Xx and Xxxxxxx Xxxx, of which Xxxxxxx Xxxx will who shall be an “independent directorindependent” director within the meaning of the Nasdaq rules (collectivelytogether, the “BVICo Founders Directors”); and (bc) Xxxxx XxxxxxxThree (3) persons, who each of whom shall be elected as a Class B Director, and X.X. Xxxxx or another person who shall be mutually designated by Xx. Xxxxxxx andthe Summer Group and Founders Group, who, each of whom shall, at all times, be an “independent director and shall be elected as director” within the meaning of the Nasdaq rules, with two such designees being a Class A Director and one such designee being a Class B Director. In addition to the foregoing, the Founders Group shall have the right but not the obligation to designate two persons as nonvoting observers (“Observers”), entitled to (i) attend each meeting of the “COAC Board of Directors” and, together (ii) receive any and all information furnished to members of the Board of Directors and (c) reimbursement of expenses (in the same manner as members of the Board) in connection with the BVICo Directors, the “Director Designees”)foregoing. The persons designated as independent directors by BVICo Observers shall initially be Xxxxxxx Xxxx and Xx. Xxxxxxx shall be subject to the reasonable approval of the Xx. Xxxxxxx and BVICo, respectivelyXxxxxx. Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of any Director Designee to serve on the Board of Directors by virtue of such party’s execution of this Agreement or by the act of such party in designating or voting for such Director Designee pursuant to this Agreement. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and BVICoKBL’s governing documents except that each Stockholder agrees that he, she or it will not, as a holder of BVICo Sharesstockholder, vote for the removal of any director who is a member of a the Group of which such Stockholder is not a member. If a director is removed or resigns from office, the remaining directors of the Group of which the vacating director is a member shall be entitled to appoint the successor. If any Observer resigns from such position, the Founders Group shall have the right to appoint his successor.

Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the BVICo Shares shares of Endeavor Common Stock he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of BVICo:Endeavor (“Director Designees”): (a) Five Four (54) persons, (i) three of whom shall at all times be “independent directors,” within the meaning of the NASDAQ rules, and (ii) all each of whom shall be designees of BVICothe AAI Group; with two (2) of such designees to stand for election in 2008 (“Class A Director”), who shall initially be Xxxxxx Xxxxxx and Xxxxx Xxxxx; one of such designees to stand for election in 2009 (“Class A DirectorsB Director”), who shall initially be Maotong Xu Xxxxxx Xxxxxxxxxx; and who will be an “independent director”; one of such designees to stand for election in 2010 (“Class B Directors”), who shall initially be Xxxx Xxxx Xxxxx and who will be an “independent director,” and three of such designees, to stand for election in 2011 (“Class C Directors”), who shall initially be Xxxxxxxx Xx, Xx Xx and Xxx Xxxxxxx Xxxx, of which Xxxxxxx Xxxx will be an “independent director” (collectively, the “BVICo AAI Directors”); and, with two of such designees qualifying as “independent” directors within the meaning of the American Stock Exchange rules; (b) Xxxxx XxxxxxxFour (4) persons, who each of whom shall be elected as designees of the Founders Group; two (2) of such designees being a Class B Director, who shall initially be Xxxx Xxxxx and X.X. Xxxxx or another person Xxxxxxxx Xxxxxx; and two (2) of such designees being Class C Directors, who shall initially be Xxxx Xxxxxx and Xxxx Xxxxxxxx (collectively, the “Endeavor Directors”), with two of such designees qualifying as “independent” directors within the meaning of the American Stock Exchange rules; (c) One (1) person, who shall be mutually designated by Xx. Xxxxxxx andthe AAI Group and Founders Group, who, who shall, at all times, be an “independent director and shall be elected as director” within the meaning of the American Stock Exchange Rules, with such designee being a Class A Director (the “COAC Directors” and, together with the BVICo Directors, the “Director Designees”)Director. The persons designated as independent directors by BVICo and Xx. Xxxxxxx initial mutual designee shall be subject to the reasonable approval of the Xx. Xxxxxxx and BVICo, respectivelyXxxxx Xxxxxx. Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of any Director Designee to serve on the Board of Directors by virtue of such party’s execution of this Agreement or by the act of such party in designating or voting for such Director Designee pursuant to this Agreement. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and BVICoEndeavor’s governing documents except that that, subject to Section 1.04, below, each Stockholder agrees that he, she or it will not, as a holder of BVICo Sharesstockholder, vote for the removal of any director who is a member of a the Group of which such Stockholder is not a member. If a director is removed or resigns from office, the remaining directors of the Group of which the vacating director is a member shall be entitled to appoint the successor. All committees of the Board shall be formed in accordance with, and its members shall be qualified under, the applicable rules and regulations of the United States securities laws and the American Stock Exchange or such other principal trading market on which Endeavor’s securities trade. All of the members of any committee (including, but not limited to, any audit, nominating, compensation or executive governance committee) shall be comprised of the mutually appointed director and an equal number of independent directors that were appointed by each of the AAI Group and the Founders Group.

Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the BVICo Shares of Parent Common Stock he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of BVICoParent: (a) Five (5) persons, (i) three of whom shall at all times be “"independent directors,” " within the meaning of the NASDAQ Nasdaq rules, and (ii) all of whom shall be designees of BVICothe Target Group; with one three (3) of such designees to stand for election in 2009 2006 (“"Class A Directors”"), who shall initially be Maotong Xu Xxxxx X. Xxxxxxx and who will two persons to be designated prior to the Closing Date (as defined in the Merger Agreement), each of whom shall be an “"independent director”; ;" one (1) of such designees to stand for election in 2010 2007 (“"Class B Directors”"), who shall initially be Xxxx Xxxx Xxxxx X. Xxxxxxx, and who will be an “independent director,” and three one (1) of such designees, designees to stand for election in 2011 2008 (“"Class C Directors”"), who shall initially be Xxxxxxxx Xxdesignated prior to the Closing Date, Xx Xx and Xxxxxxx Xxxx, of which Xxxxxxx Xxxx will who shall be an “"independent director” " (collectively, the “BVICo "Target Directors”"); and (b) Xxxxx XxxxxxxTwo (2) persons, both of whom shall be designees of the Founders Group, which designees initially shall be Arnaud Ajdler, who shall be elected as a Class B Director, and X.X. Xxxxx or another person Xxxx Xxxxxxxxx, who shall be designated by Xx. Xxxxxxx and, who, shall, at all times, be an independent director and shall be elected as a Class A C Director (the “COAC "Founders Directors” and, ," and together with the BVICo Target Directors, the “"Director Designees”"). The persons designated as independent directors by BVICo and Xx. Xxxxxxx shall be subject to the reasonable approval of the Xx. Xxxxxxx and BVICo, respectively. Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of any Director Designee to serve on the Board of Directors by virtue of such party’s 's execution of this Agreement or by the act of such party in designating or voting for such Director Designee pursuant to this Agreement. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and BVICo’s Parent's governing documents except that each Stockholder agrees that he, she or it will not, as a holder of BVICo Sharesstockholder, vote for the removal of any director who is a member of a Group of which such Stockholder is not a member. If a director is removed or resigns from office, the remaining directors of the Group of which the vacating director is a member shall be entitled to appoint the successor.

Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the BVICo Shares of Tremisis Common Stock he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of BVICoTremisis: (a) Five Three (53) persons, (i) three two (2) of whom shall at all times be “"independent directors,” " within the meaning of the NASDAQ rules, and (ii) all of whom shall be designees of BVICothe RAM Group; with one (1) of such designees to stand for election in 2009 (“Class 2007("Class A Directors”Director"), who shall initially be Maotong Xu and who will be an “independent director”Larry E. Lee; one (1) of such designees to stand for election in 2010 (“Class B Directors”2000("Xxxxx X Xirector"), who shall initially be Xxxx Xxxx Xxxxx Gerald R. Marshall; and who will be an “independent director,” and three one (1) of such designees, designees to stand for election in 2011 electxxx 0000 (“Class C Directors”"Xxxxx X Director"), who shall initially be Xxxxxxxx Xx, Xx Xx and Xxxxxxx Xxxx, of which Xxxxxxx Xxxx will be an “independent director” John M. Reardon (collectively, the “BVICo "RAM Directors”"); and (b) Xxxxx Xxxxxxx, One (1) xxxxxx xxx xxall be an "independent director" within the meaning of the NASDAQ rules and who shall be elected as a Class B Directorthe designee of the Founders Group, and X.X. Xxxxx or another person who which designee initially shall be designated by Xx. Xxxxxxx andSean P. Lane, who, shall, at all times, be an independent director and who shall be elected as a Class A Director (the “COAC Directors” and, "Foundxxx Xxxxxxxx," and together with the BVICo RAM Directors, the “"Director Designees”"). The persons designated as independent directors by BVICo and Xx. Xxxxxxx shall be subject to the reasonable approval of the Xx. Xxxxxxx and BVICo, respectively. Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of any Director Designee to serve on the Board of Directors by virtue of such party’s 's execution of this Agreement or by the act of such party in designating or voting for such Director Designee pursuant to this Agreement. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and BVICo’s Tremisis's governing documents except that each Stockholder agrees that he, she or it will not, as a holder of BVICo Sharesstockholder, vote for the removal of any director who is a member of a Group of which such Stockholder is not a member. If a director is removed or resigns from office, the remaining directors of the Group of which the vacating director is a member shall be entitled to appoint the successor.

Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the BVICo Shares of Parent Common Stock he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of BVICoParent: (a) Five (5) three persons, (i) three one of whom shall at all times be “an "independent directorsdirector,” " within the meaning of the NASDAQ Nasdaq rules, and (ii) all of whom shall be designees of BVICoa majority in interest of the Target Group; with one of such designees to stand for election in 2009 2008 (“"Class A Directors”Director"), who shall initially be Maotong Xu and who will be an “independent director”________; one of such designees to stand for election in 2010 2009 (“"Class B Directors”Director"), who shall initially be Xxxx Xxxx Xxxxx ________; and who will be an “independent director,” and three one of such designees, designees to stand for election in 2011 2010 (“"Class C Directors”"), who shall initially be Xxxxxxxx Xx, Xx Xx and Xxxxxxx Xxxx, of which Xxxxxxx Xxxx will be an “independent director” ______ (collectively, the “BVICo "Target Directors”"); and; (b) Xxxxx Xxxxxxxthree persons, (i) two of whom shall at all times be "independent directors," within the meaning of the Nasdaq rules, and (ii) all of whom shall be designees of a majority in interest of the Founders Group, which designees initially shall be _________, who shall be elected as a Class A Director, __________, who shall be elected as a Class B Director, and X.X. Xxxxx or another person _________, who shall be designated by Xx. Xxxxxxx elected as a Class C Director (the "Founders Directors"); and (c) One person, who, shall, at all times, who shall be an "independent director director," within the meaning of the Nasdaq rules, who shall initially be ________ and shall be elected as a Class A Director by (i) a majority in interest of the Target Group and (ii) a majority in interest of the Founders Group (the “COAC Directors” "Joint Designee, and, together with the BVICo Target Directors and the Founders Directors, the “"Director Designees”"). The persons designated as independent directors by BVICo and Xx. Xxxxxxx It shall be subject a condition to the reasonable approval of the Xx. Xxxxxxx and BVICo, respectively. Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents designation of any Stockholder, makes any representation or warranty as person (other than a person who is a party to the fitness or competence Lock-Up Agreement referred to in the Merger Agreement) to be a director that such person first sign a Director Notice Period Agreement in the form of any Director Designee to serve on the Board of Directors by virtue of such party’s execution of this Agreement or by the act of such party in designating or voting for such Director Designee pursuant to this AgreementExhibit 1 hereto. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and BVICo’s Parent's governing documents except that each Stockholder agrees that he, she or it will not, as a holder of BVICo Sharesstockholder, vote for the removal of any director who is a member of a the Group of which such Stockholder is not a member. If a director is removed or resigns from office, the remaining directors of the Group of which the vacating director is a member shall be entitled to appoint the successor.

Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the BVICo Shares of Parent Common Stock he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of BVICoParent: (a) Five Six (56) persons, (i) three four of whom shall at all times be “"independent directors,” " within the meaning of the NASDAQ Nasdaq rules, and (ii) all of whom shall be designees of BVICothe Target Group; with one two (2) of such designees to stand for election in 2009 2006 (“"Class A Directors”"), who shall initially be Maotong Xu Xxxxx X. Xxxxxxx and a person to be designated prior to the Closing Date (as defined in the Merger Agreement), who will shall be an “"independent director”; one ;" two (2) of such designees to stand for election in 2010 2007 (“"Class B Directors”"), who shall initially be Xxxx Xxxx Xxxxx X. Xxxxxxx and a person to be designated prior to the Closing Date, who will shall be an “"independent director,” " and three two (2) of such designees, to stand for election in 2011 2008 (“"Class C Directors”"), who shall initially be Xxxxxxxx Xxdesignated prior to the Closing Date, Xx Xx and Xxxxxxx Xxxx, each of which Xxxxxxx Xxxx will whom shall be an “"independent director” " (collectively, the “BVICo "Target Directors”"); and (b) Xxxxx XxxxxxxThree (3) persons, (i) at least one of whom shall at all times be an "independent director," and (ii) all of whom shall be designees of the Founders Group, which designees initially shall be Arnaud Ajdler, who shall be elected as a Class A Director, Xxxx Xxxxxxxxx, who shall be elected as a Class B Director, and X.X. Xxxxx or another a person to be designated prior to the Closing Date, who shall be designated by Xx. Xxxxxxx and, who, shall, at all times, be an "independent director director" and shall be elected as a Class A C Director (the “COAC "Founders Directors” and, ," and together with the BVICo Target Directors, the “"Director Designees”"). The persons designated as independent directors by BVICo and Xx. Xxxxxxx shall be subject to the reasonable approval of the Xx. Xxxxxxx and BVICo, respectively. Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of any Director Designee to serve on the Board of Directors by virtue of such party’s 's execution of this Agreement or by the act of such party in designating or voting for such Director Designee pursuant to this Agreement. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and BVICo’s Parent's governing documents except that each Stockholder agrees that he, she or it will not, as a holder of BVICo Sharesstockholder, vote for the removal of any director who is a member of a Group of which such Stockholder is not a member. If a director is removed or resigns from office, the remaining directors of the Group of which the vacating director is a member shall be entitled to appoint the successor.

Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the BVICo Shares of Parent Common Stock he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of BVICoParent: (a) Five Three (53) persons, (i) three all of whom shall stand for election in 2007 ("Class A Directors") and who shall at all times be “"independent directors,” " within the meaning of the NASDAQ Nasdaq rules, of whom (i) one shall be a designee of the Target Group, who shall initially be ________, (ii) one shall be a designee of the Founders Group, who shall initially be ______, and (iii) one shall be mutually designated by the Target Group and the Founders Group, who shall initially be __________; (b) Two (2) persons, all of whom shall stand for election in 2008 ("Class B Directors") and who shall at all times be "independent directors" within the meaning of the Nasdaq rules, of whom (i) one shall be a designee of the Target Group, who initially shall be _________, and (ii) all one shall be a designee of the Founders Group, who shall initially be ______; and (c) Two (2) persons, both of whom shall be designees of BVICo; with one of such designees to stand for election in 2009 (“"Class A C Directors”"), of whom (i) one shall be a designee of the Target Group, who initially shall be Xxxxxxx X. Xxxxx, who shall serve as Vice Chairman, and (ii) one shall be a designee of the Founders Group, who shall initially be Maotong Xu and who will be an “independent director”; one of such designees to stand for election in 2010 (“Class B Directors”)Xxxxxx X. Xxxxxx, who shall initially be Xxxx Xxxx Xxxxx and who will be an “independent director,” and three of such designees, to stand for election in 2011 (“Class C Directors”), who shall initially be Xxxxxxxx Xx, Xx Xx and Xxxxxxx Xxxx, of which Xxxxxxx Xxxx will be an “independent director” (collectively, the “BVICo Directors”); and (b) Xxxxx Xxxxxxx, who shall be elected serve as a Class B Director, and X.X. Xxxxx or another person who shall be designated by Xx. Xxxxxxx and, who, shall, at all times, be an independent director and shall be elected as a Class A Director (the “COAC Directors” and, together with the BVICo Directors, the “Director Designees”). The persons designated as independent directors by BVICo and Xx. Xxxxxxx shall be subject to the reasonable approval of the Xx. Xxxxxxx and BVICo, respectivelyChairman. Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of any person who is designated by the Target Group, the Founders Group or mutually by the Target Group and the Founders Group (each a "Director Designee Designee") to serve on the Board of Directors by virtue of such party’s 's execution of this Agreement or by the act of such party in designating or voting for such Director Designee pursuant to this Agreement. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and BVICo’s Parent's governing documents except that each Stockholder agrees that he, she or it will not, as a holder of BVICo Sharesstockholder, vote for the removal of any director who is a member of a Group of which such Stockholder is not a member. If a director is removed or resigns from office, the remaining directors of the Group of which the vacating director is a member shall be entitled to appoint the successor.

Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the BVICo Shares of CEA Common Stock he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of BVICoCEA: (a) Five (5) persons, (i) three of whom shall at all times be “independent directors,” within the meaning Four persons who are designees of the NASDAQ rulese-trials Group, and (ii) all of whom shall be designees of BVICo; with one of such designees to stand for election in 2009 2006 (“"Class A Directors”), who shall initially be Maotong Xu and who will be an “independent director”; one of such designees to stand for election in 2010 (“Class B Directors”Director"), who shall initially be Xxxx Xxxx Xxxxx and who will be an “independent director,” and three of such designees, Xxxxxxxx; one to stand for election in 2011 2007 (“"Class C Directors”B Director"), who shall initially be Xxxxxxxx XxXxxxx Xxxxx; and two to stand for election 2008 ("Class C Directors"), Xx Xx who shall initially be Xxxx Xxxxx and Xxxxxxx Xxxx, of which Xxxxxxx Xxxx will be an “independent director” Xxxxxx Xxxxx (collectively, the “BVICo "etrials Directors”"); and (b) Xxxxx XxxxxxxThree persons who are designees of the Founders Group, one as a Class A Director, who shall initially be elected Xxxxxx Xxxxxxx; one as a Class B Director, and X.X. Xxxxx or another person who shall initially be designated by Xx. Xxxxxxx and, who, shall, at all times, be an independent director Xxxxxx Xxxxxxx; and shall be elected one as a Class A Director C Director, who shall initially be Xxxxxx Xxxx (the “COAC "Founders Directors” and, ," and together with the BVICo etrials Directors, the “"Director Designees”"). The persons designated as independent directors by BVICo and Xx. Xxxxxxx shall be subject to the reasonable approval of the Xx. Xxxxxxx and BVICo, respectively. Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of any Director Designee to serve on the Board of Directors by virtue of such party’s 's execution of this Agreement or by the act of such party in designating or voting for such Director Designee pursuant to this Agreement. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and BVICo’s CEA's governing documents except that each Stockholder agrees that he, she or it will not, as a holder of BVICo Shares, not vote for the removal of any director who is a member of a Group of which such Stockholder is not a member. If a director is removed or resigns from office, the remaining directors of the Group of which the vacating director is a member shall be entitled to appoint the successor.

Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the BVICo Shares of Delcorp Common Stock he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of BVICoDelcorp: (a) Five (5) persons, (i) three (3) of whom shall at all times be “independent directors,” within the meaning of the NASDAQ rules, and (ii) all of whom shall be designees of BVICothe Company; with one two (2) of such designees to stand for election or re-election in 2009 (“Class A Directors”), who shall initially be Maotong Xu Xxxxx Xxxxx and Xxxxxx X. Xxxxxx, who will be an “independent director”; one ;” three (3) of such designees to stand for election or re-election in 2010 (“Class B Directors”), who shall initially be Xxxx X. Xxxxxxxxxx, Xxxxxxx X. Xxxx and Xxxxx X. Xxxxxxxx, with Messrs. Xxxx and Moerbeek who will each be an “independent director,” and three (collectively, the “Target Directors”); (b) Two (2) persons all of such designees, whom shall be designees of the Founders Group to stand for election in 2011 (“Class C Directors”), who which shall initially be Xxxxxxxx Xx, Xx Xx Xxxx X. Xxxxxxxxx and Xxxxxxx Xxxxx X. Xxxx, of which Xxxxxxx Xxxx will be an “independent director” (collectively, the “BVICo Directors”); and (b) Xxxxx Xxxxxxx, who shall be elected as a Class B Director, and X.X. Xxxxx or another person who shall be designated by Xx. Xxxxxxx and, who, shall, at all times, be an independent director and shall be elected as a Class A Director (the “COAC Founders Directors,” and, and together with the BVICo Target Directors, the “Director Designees”). ; and (c) Xxxxx Xxxxx is to be elected and serve as Chairman of the Board of Directors. (d) The persons designated Founders Group may also designate a person to serve as independent directors by BVICo an observer at all meetings of the Board of Directors and Xx. Xxxxxxx committees thereof, who shall be subject given all documents and other information furnished to the reasonable approval members of the XxBoard of Directors at the time such information is so furnished (the “Observer”). Xxxxxxx and BVICoAt the election of the Founders Group, respectivelythe person then acting as Observer shall be designated to serve all or a part of any unexpired term of the person designated by the Founders Group to serve as a Class C Director, in which event the person designated by the Founders Group to serve as a Class C Director shall serve as the Observer. Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of any Director Designee to serve on the Board of Directors by virtue of such party’s execution of this Agreement or by the act of such party in designating or voting for such Director Designee pursuant to this Agreement. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and BVICoDelcorp’s governing documents except that each Stockholder agrees that he, she or it will not, as a holder of BVICo Sharesstockholder, vote for the removal of any director who is a member of a Group of which such Stockholder is not a member. If a director is removed or resigns from office, the remaining directors of the Group of which the vacating director is a member shall be entitled to appoint the successor.

Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the BVICo Shares shares of Endeavor Common Stock he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of BVICo:Endeavor (“Director Designees”): (a) Five Four (54) persons, (i) three of whom shall at all times be “independent directors,” within the meaning of the NASDAQ rules, and (ii) all each of whom shall be designees of BVICothe AAI Group; with one (1) of such designees to stand for election in 2008 (“Class A Director”), who shall initially be ; two (2) of such designees to stand for election in 2009 (“Class A DirectorsB Director”), who shall initially be Maotong Xu ; and who will be an “independent director”; one (1) of such designees to stand for election in 2010 (“Class B Directors”), who shall initially be Xxxx Xxxx Xxxxx and who will be an “independent director,” and three of such designees, to stand for election in 2011 (“Class C Directors”), who shall initially be Xxxxxxxx Xx, Xx Xx and Xxxxxxx Xxxx, of which Xxxxxxx Xxxx will be an “independent director” (collectively, the “BVICo AAI Directors”); and, with two of such designees qualifying as “independent” directors within the meaning of the American Stock Exchange rules; (b) Xxxxx XxxxxxxFour (4) persons, each of whom shall be designees of the Founders Group; with one (1) of such designees being a Class A Director, who shall initially be elected as ; one (1) of such designees being a Class B Director, who shall initially be ; and X.X. Xxxxx or another person two (2) of such designees being Class C Directors, who shall initially be and (collectively, the “Endeavor Directors”), with two of such designees qualifying as “independent” directors within the meaning of the American Stock Exchange rules; (c) One (1) person, who shall be mutually designated by Xx. Xxxxxxx andthe AAI Group and Founders Group, who, who shall, at all times, be an “independent director and shall be elected as director” within the meaning of the American Stock Exchange Rules, with such designee being a Class A Director (the “COAC Directors” and, together with the BVICo Directors, the “Director Designees”)Director. The persons designated as independent directors by BVICo and Xx. Xxxxxxx initial mutual designee shall be subject to the reasonable approval of the Xx. Xxxxxxx and BVICo, respectivelyXxxxx Xxxxxx. Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of any Director Designee to serve on the Board of Directors by virtue of such party’s execution of this Agreement or by the act of such party in designating or voting for such Director Designee pursuant to this Agreement. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and BVICoEndeavor’s governing documents except that that, subject to Section 1.04, below, each Stockholder agrees that he, she or it will not, as a holder of BVICo Sharesstockholder, vote for the removal of any director who is a member of a the Group of which such Stockholder is not a member. If a director is removed or resigns from office, the remaining directors of the Group of which the vacating director is a member shall be entitled to appoint the successor. All committees of the Board shall be formed in accordance with, and its members shall be qualified under, the applicable rules and regulations of the United States securities laws and the American Stock Exchange or such other principal trading market on which Endeavor’s securities trade. All of the members of any committee (including, but not limited to, any audit, nominating, compensation or executive governance committee) shall be comprised of the mutually appointed director and an equal number of independent directors that were appointed by each of the AAI Group and the Founders Group.

Vote in Favor of the Directors. During the term of this Agreement, each Stockholder agrees to vote the BVICo Shares of Parent Common Stock he, she or it now owns, or will hereafter acquire prior to the termination of this Agreement, for the election and re-election of the following persons as directors of BVICoParent: (a) Five (5) persons, (i) three of whom shall at all times be “independent directors,” within the meaning of the NASDAQ Nasdaq rules, and (ii) all of whom shall be designees of BVICothe Target Group; with two (2) of such designees to stand for election in 2007 (“Class A Directors”), who shall initially be Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxx, of whom Xx. Xxxxx shall be an “independent director;” two (2) of such designees to stand for election in 2008 (“Class B Directors”), who shall initially be Xxxxx X. Xxxxxxx and Xxxx X. Xxxxxxxxxx, of whom Xx. Xxxxxxxxxx shall be an “independent director,” and one (1) of such designees to stand for election in 2009 (“Class A Directors”), who shall initially be Maotong Xu and who will be an “independent director”; one of such designees to stand for election in 2010 (“Class B Directors”), who shall initially be Xxxx Xxxx Xxxxx and who will be an “independent director,” and three of such designees, to stand for election in 2011 (“Class C Directors”), who shall initially be Xxxxxxxx XxXxxxx X. Xxxxxx, Xx Xx and Xxxxxxx Xxxx, of which Xxxxxxx Xxxx will who shall be an “independent director” (collectively, the “BVICo Target Directors”); and (b) Xxxxx XxxxxxxTwo (2) persons, both of whom shall be designees of the Founders Group, which designees initially shall be Xxxx X. Xxxxxxxxx, who shall be elected as a Class B A Director, and X.X. Xxxxx or another person Arnaud Ajdler, who shall be designated by Xx. Xxxxxxx and, who, shall, at all times, be an independent director and shall be elected as a Class A C Director (the “COAC Founders Directors,” and, and together with the BVICo Target Directors, the “Director Designees”). The persons designated as independent directors by BVICo and Xx. Xxxxxxx shall be subject to the reasonable approval of the Xx. Xxxxxxx and BVICo, respectively. Neither the Stockholders, nor any of the officers, directors, stockholders, members, managers, partners, employees or agents of any Stockholder, makes any representation or warranty as to the fitness or competence of any Director Designee to serve on the Board of Directors by virtue of such party’s execution of this Agreement or by the act of such party in designating or voting for such Director Designee pursuant to this Agreement. Any Director Designee may be removed from the Board of Directors in the manner allowed by law and BVICoParent’s governing documents except that each Stockholder agrees that he, she or it will not, as a holder of BVICo Sharesstockholder, vote for the removal of any director who is a member of a Group of which such Stockholder is not a member. If a director is removed or resigns from office, the remaining directors of the Group of which the vacating director is a member shall be entitled to appoint the successor.