Common use of Board Representation Clause in Contracts

Board Representation. (a) The Company shall take all permissible corporate action such that on the Closing Date the size of the Board shall be increased by one (1) member, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The Company shall take all permissible corporate action From and after the Closing, until such that on time as the Closing Date the size Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least 50% of the Board Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be increased by one treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate two (12) memberpersons, and ▇▇▇▇ ▇. who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”), to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least 25% (but less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. (b) From and after the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Board. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the size of the Company Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election representatives of the Purchaser Designeeand its Affiliates. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. The Merger Agreement provides that promptly after such time as the Offeror acquires Shares pursuant to the Offer which represent at least a majority of the outstanding Shares (aon a fully diluted basis), the Parent shall be entitled to designate at its option up to that number of directors, rounded to the next whole number, of the Company Board, subject to compliance with Section 14(f) of the Exchange Act, as will make the percentage of the Company's directors designated by the Parent equal to the aggregate voting power of the Shares owned by the Offeror, the Parent or any of their affiliates (assuming the exercise of all options to purchase Common Stock); provided, however, until the Effective Time, such Board of Directors shall have at least two directors who are directors on the date of the Merger Agreement (the "Company Designees"), provided, that subsequent to the purchase of and payment for Shares pursuant to the Offer, the Parent shall always have its designees represent at least a majority of the entire Company Board. From and after the time that the Parent's designees constitute a majority of the Company Board, any actions relating to the amendment or termination of the Merger Agreement by the Company or any extension of time requiring the approval of the Company or waiver of any condition or rights of the Company thereunder or any action that would adversely affect the rights of the stockholders of the Company or the holders of Options must be approved by a majority of the Company Designees then in office; provided, that if the number of Company Designees shall be reduced below two for any reason whatsoever, any remaining Company Designee shall be entitled to designate a person to fill such vacancy who shall be deemed to be a Company Designee for purposes of the Merger Agreement or, if no Company Designee then remains, the other directors shall designate two persons to fill such vacancies who shall not be stockholders, affiliates or associates of Offeror or Parent and such persons shall be deemed to be Company Designees for purposes of the Merger Agreement. Subject to applicable law, the Company has agreed to take all action requested by the Parent which is reasonably necessary to effect any such election, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule14f-1 promulgated thereunder. Conditions Precedent. The respective obligations of each party to effect the Merger are subject to the fulfillment at or prior to the Effective Time of the following conditions: (i) if required by applicable law, the stockholders of the Company shall take have approved the Merger; provided, however, that the Parent and the Offeror shall vote all permissible corporate action such that on the Closing Date the size of their shares of Company Common Stock entitled to vote thereon in favor of the Board Merger, (ii) no statute, rule, regulation, executive order, decree, ruling or injunction or other order issued by any court of competent jurisdiction or other governmental or regulatory entity preventing the consummation of the Merger shall be increased by one (1) memberin effect; provided, however, that each of the parties shall have used its reasonable efforts to have any such decree, ruling, injunction or order vacated, and (iii) all material governmental consents, orders and approvals legally required for the consummation of the Merger shall have been obtained and any waiting period (and any extension thereof) under the ▇▇▇▇ ▇. -▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (“▇▇▇▇▇▇▇”the "HSR Act") shall be appointed and under antitrust laws of applicable jurisdictions outside the United States applicable to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board Merger shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person expired or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directorsbeen terminated. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The In connection with the closing under the Initial Purchase Agreement and as required under the Original Agreement, the Company shall take all permissible corporate action such that on the Closing Date increased the size of the Board shall be increased by one (1) member, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be was appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the The size of the Board shall initially be set at ten (10) nine members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall continue to cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants shares of Common Stock (including the number of shares of Common Stock issuable upon the conversion or Warrant Sharesexercise of any convertible securities or warrants), in the aggregate, in an amount equal to at least fifty percent (50%) % of the Shares and Warrants shares of Common Stock issued to the ▇▇▇▇▇▇▇ Family Foundation on pursuant to the Closing DateInitial Purchase Agreement (including the number of shares of Common Stock issuable upon exercise of the warrants issued pursuant to such agreement). In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares such shares in the amount set forth in this Section 3(c2(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The Company shall take all permissible corporate action such that on For so long as the Closing Date Purchasers hold, directly or indirectly, any Shares, the size of the Board shall be increased by one Purchasers (1) member, collectively and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”not individually) shall be appointed to the Board as a member of the class whose initial term expires entitled to, at the 2016 each annual meeting of the Company’s stockholdersshareholders, nominate a number of directors (such Person(s), the “Purchaser Designee(s)”) to serve on the Board of Directors (such number of directors rounded down or up to the nearest whole number (which may be zero) (e.g., if such number equaled 0.5, the Purchasers would be entitled to one Purchaser Designee, and if such number equaled 0.49, the Purchasers would be entitled to zero Purchaser Designees) equal to the number of current directors multiplied by a fraction, the numerator of which will be the number of full shares of Common Stock into which the then outstanding Shares held, directly or indirectly, by the Purchasers could be converted at the then applicable Conversion Rate (as defined in the Certificate of Amendment), and the denominator of which will be the sum of (1) the number of shares of Common Stock then outstanding plus (2) the number of full shares of Common Stock into which the then outstanding Shares held, directly or indirectly, by the Purchasers could be converted at the then applicable Conversion Rate; provided, however, that such nomination is subject to such Purchaser Designee’s satisfaction of all applicable requirements regarding service as a director of the Company under applicable Law or stock exchange rules regarding service as a director and such other criteria and qualifications for service as a director applicable to all directors of the Company and in effect from time to time. In the event that a Purchaser Designee is nominated, the Company shall (x) include such Purchaser Designee in its slate of nominees for election to the Board of Directors at each annual meeting of the Company’s shareholders and (y) recommend that the Company’s shareholders vote in favor of the election of the Purchaser Designee(s). The Company shall take all reasonably necessary actions to ensure that, at all times when a Purchaser Designee is eligible to be appointed or nominated, there are sufficient vacancies on the Board of Directors to permit such designation. Notwithstanding the foregoing, the rights of the Purchasers under this Section 5.6(a) shall terminate immediately at such time as the Purchasers (collectively and not individually) cease to own, directly or indirectly, any Shares. (b) After If any Purchaser Designee ceases to serve on the ClosingBoard of Directors for any reason during his or her term, the size of vacancy created thereby shall be filled, and the Company shall cause the Board shall initially be set at ten (10) membersof Directors to fill such vacancy, with a new Purchaser Designee eligible to serve on the Board of Directors in accordance with Section 5.6(a). (c) Subject For the avoidance of doubt, a Purchaser Designee shall be entitled (i) to Section 2(a)the same retainer, from equity compensation and after other fees or compensation, including travel and expense reimbursement, paid to the Closing Datenon-executive directors of the Company for his or her service as a director and (ii) to the same indemnification rights as other non-executive directors of the Company, and the Company shall cause ▇▇▇▇▇▇▇ (ormaintain, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Boardin full force and effect, such other person designated by ▇▇▇▇▇▇▇ directors’ and reasonably acceptable officers’ liability insurance in reasonable amounts to the Company) to be nominated by same extent it now indemnifies and provides insurance for the Company to serve non-executive directors on the Board (such director, of Directors. A Purchaser Designee shall be bound by the “Purchaser Designee”) for so long same confidentiality restrictions as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Companyother non-executive directors. (d) The Purchaser Designee shallIf, when up for electionpursuant to Section 10(C) of the Certificate of Amendment, subject the Purchasers are entitled to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement vote for the election of additional directors on the Board of Directors, the number of Purchaser Designee(s) that the Purchasers shall include the Purchaser Designee and the recommendation be permitted to nominate at an annual meeting of the Board in favor of election of the Purchaser DesigneeCompany’s shareholders pursuant to Section 5.6(a) shall be reduced by two. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement the avoidance of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board)doubt, the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees rights of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company Purchasers provided for in this Section 5.6 shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition be transferrable to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directorsPerson. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The On or prior to the Closing Date, the Board of Directors of the Company shall take all permissible corporate action such that on the Closing Date the size of the Board shall be increased expanded by one (1) membertwo positions, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇ shall be appointed to fill the vacancies created by such expansion with ▇▇▇ (“. ▇▇▇▇▇ designated as a Class I director and ▇▇▇”) shall be appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇. ▇▇▇▇▇▇ designated as a Class III director. Thereafter, for so long as Purchasers and the Permitted Transferees own, in the aggregate, at least the Required Interest, Purchasers shall be entitled to designate an aggregate of two directors on the management slate of nominees to the Company's Board of Directors (orthe "Purchaser Designees") (with MSP having the right to designate one director and MSREF III having the right to designate one director) except the foregoing number of directors shall be reduced to the extent one or more Purchaser Designees have been elected to and are serving on the Board of Directors and are in a class of directors not currently standing for re- election. In the event that the aggregate interest owned by Purchasers and the Permitted Transferees shall be less than the Required Interest but equal to or greater than the Minimum Interest and Purchasers currently have two Purchaser Designees serving on the Board of Directors, then Purchasers shall cause one of the two Purchaser Designees to resign within 10 Business Days, the Board of Directors shall be reduced by one member and thereafter MSP shall be entitled to designate one member on the management slate of nominees to the Company's Board of Directors (until such time as the aggregate interest owned by Purchasers and the Permitted Transferees shall be less than the Minimum Interest, whereupon Purchasers shall within 10 Business Days cause the remaining Purchaser Designee to resign and Purchasers shall have no further rights under this Section) except the foregoing shall not apply to the extent MSP's Purchaser Designee has been elected to and is serving on the Board of Directors and is in a class of directors not currently standing for re-election. At least 90 days prior to each annual meeting of shareholders at which a Purchaser Designee will stand for election, MSREF III and MSP, as the case may be, shall provide written notice to the Company indicating the Purchaser Designee to be nominated by each such Purchaser at such annual meeting, and such notice shall set forth as to each Person proposed for nomination all information relating to such Persons that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act (including such Person's written consent to being named in the related proxy statement as a nominee and to serving as a director if ▇▇▇▇▇▇▇ elected). (b) The Company shall use its reasonable best efforts at all times to take such action as is unavailable necessary to continue ensure that the nominating committee of the Board of Directors (or the full Board if there is no nominating committee) of the Company shall nominate and recommend to the shareholders of the Company and the shareholders of the Company shall elect the Purchaser Designees to the Board of Directors. As a condition precedent to the inclusion of any Purchaser Designee on any slate of nominees to be recommended to shareholders by the Board of Directors pursuant to Section 4.10(a), the nominating committee of the Board (or the full Board if there is no nominating committee) may review the information provided pursuant to Section 4.10(a) to evaluate in good faith such Purchaser Designee's character and fitness to serve as a director. If the nominating committee (or the full Board if there is no nominating committee) determines in good faith that any such Purchaser Designee lacks the character or fitness to serve as a director based on applicable legal and reasonable commercial standards, the Boardnominating committee (or the full Board if there is no nominating committee) shall inform the Purchaser who nominated such Purchaser Designee of such determination, and such other person designated by ▇▇▇▇▇▇▇ and Purchaser shall then have the right to propose an alternative Purchaser Designee who is reasonably acceptable to the Company. All Purchaser Designees elected to the Board of Directors shall receive, during the period in which they serve, any and all benefits (including, without limitation, any director compensation and grants of stock options under the 1998 Non-Employee Director Plan) provided to be nominated by the Company other members of the Board of Directors of the Company. (c) If at any time Purchasers and the Permitted Transferees are entitled to serve designate one or more nominees to the Board of Directors pursuant to this Section 4.10 and Purchasers do not have a representative on the Board (such directorBoard, the “Purchaser Designee”) for so long as Purchasers and the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant SharesPermitted Transferees own, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c)Minimum Interest, the Company may cause shall permit two representatives (or in the Purchaser Designee case that Purchasers are entitled to designate only one nominee to the Board, only one representative) of Purchasers (which representatives shall be replaced with a nominee acceptable to the CompanyCompany in its reasonable discretion) to attend, but not vote, as observers at each meeting of the Board of Directors or any committee of the Board empowered to act with full authority of the entire Board, including telephonic meetings, provided that each such representative executes and delivers to the Company a confidentiality agreement in a form reasonably satisfactory to the Company prior to attendance at any such meetings. The Company shall cause notice of any meeting of the Board of Directors or any such committee of the Board to be delivered to any such representatives at the same time and in the same manner as notice is given to the members of the Board of Directors. Such representatives will be entitled to receive all written materials given to the members of the Board of Directors in connection with such meetings at the time such materials and information are given to the Board of Directors. The Company shall reimburse such representatives for his or her reasonable out- of-pocket expenses incurred in connection with attending meetings of the Board of Directors or any such committee of the Board. (d) The For so long as any Purchaser Designee shall, when up for election, subject or Permitted Transferee has the right to designate at least one director on a management slate of nominees to the terms hereof and applicable lawCompany's Board of Directors, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for use reasonable best efforts to cause the Purchaser Designee to the same extent as it would for any Board of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee Directors and the recommendation shareholders of the Company not to increase the number of members of the Board of Directors above nine without the prior written consent of each Purchaser and Permitted Transferee (unless such increase is required to comply with Applicable Law), which consent may be withheld in favor each Purchaser's and Permitted Transferee's reasonable discretion. In the event of election a vacancy (either by death, removal or resignation) of a director other than a Purchaser Designee which does not cause the total number of directors to be less than seven, the Company shall use reasonable best efforts to cause the Board of Directors not to appoint a replacement to fill such vacancy without the prior written consent of each Purchaser Designeeand Permitted Transferee (unless required to comply with Applicable Law and the Company's bylaws), which consent may be withheld in each Purchaser's and Permitted Transferee's reasonable discretion. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Each Purchaser Designee shall be entitled to serve as a member of, or observer to, at such on any standing committee of the Board except to the extent the Purchaser Designee’s election's participation would cause the Purchaser Designees' participation on such committee to exceed their proportionate representation on the full Board, provided, however, that at least one Purchaser Designee may serve on each standing committee selected in accordance with this subsection (e). Subject to the preceding sentence, MSREF III and MSP shall each have the right to select the committees of the BoardBoard on which its Purchaser Designee will serve. The Company shall use its reasonable best efforts at all times as is necessary to ensure that each Purchaser Designee is appointed to all such committees of the Board of Directors. (f) ▇▇▇▇▇▇▇ mayFor so long as Purchasers and the Permitted Transferees own, in the aggregate, at least the Minimum Interest and the Purchaser Designees are serving on the Board of Directors, Purchasers shall, and ▇▇▇▇▇▇▇ may request shall cause the Permitted Transferees, to vote all of their shares of Common Stock at any regular or special meeting of the shareholders of the Company (and any adjournments thereof) called for the purpose of electing directors to the Board, or, to the extent permitted by the Company's Restated Articles of Organization and Amended and Restated Bylaws and by Applicable Law, in any written consent executed in lieu of such a meeting of shareholders, for election of the management slate of nominees (other than the Purchaser Designee to, as Designees) to the case may be, resign, Company's Board of Directors. The Purchasers shall and shall cause the Permitted Transferees to vote all of their shares of Common Stock at any time with regular or without cause. Any vacancy caused by the resignation special meeting of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal shareholders of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take (and any action to remove the Purchaser Designee or fill a vacancy reserved adjournments thereof) called for the Purchaser Designee purpose of approving the issuance of the shares under this Agreement in each case without favor of such issuance and the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) abovetransactions contemplated by this Agreement. (g) In addition Subject to availability on reasonable terms and at a reasonable cost, for so long as any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves remains on the Board shall have the right to enter intoof Directors, and the Company agrees shall use reasonable best efforts to enter into, an indemnification agreement, in maintain directors' and officers' liability insurance with financially sound and reputable insurers at a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount level of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directorsat least $10,000,000. (h) The Company It is understood and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date agreed that the Company’s Certificate 's Board of Incorporation Directors is subject to fiduciary duties under Applicable Law, and Bylaws are not inconsistent that the Company's shareholders have rights with respect to the provisions composition of the Board of Directors under Applicable Law and the Company's Amended and Restated Bylaws. Accordingly, for purposes of this Agreement Section 4.10, all obligations of the Company under paragraphs (a), (b), (d) and (e) hereof shall be deemed to be "to use reasonable best efforts" to cause the Transaction Documents intended action to be taken, recognizing that the Company cannot guaranty what action its Board of Directors or stockholders may take in the transactions contemplated hereby or therebyfuture.

Board Representation. (a) The Until the principal and premium (if any) and interest on the FRI-MRD Notes have been paid in full: (i) the Company shall take all permissible corporate action such that on use its best efforts to cause the Closing Date the size Board of Directors of the Company (the "Board of Directors") to limit its size to no more than five directors and to include the MacKay Designee (as defined below) as one of its members; (ii) the Company shall support the nomination of, and use its best efforts to cause the Board of Directors to include in the slate of nominees recommended to stockholders for election as directors, one person designated by MacKay (the "MacKay Designee"); (iii) if any vacancy (whether by death, retirement, disqualification, removal from office or other cause) is created by a MacKay Designee ceasing to serve as a director, the Board of Directors shall appoint a person designated by MacKay to fill such vacancy, and such person shall be increased by one the MacKay Designee for purposes of this Agreement; (1iv) member, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ the Company shall not amend its Organizational Documents in a manner that adversely affects the rights of MacKay hereunder; and (“▇▇▇▇▇▇▇”v) the MacKay Designee shall be appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting board of directors (or similar governing body) of any subsidiary of the Company’s stockholdersCompany at any time such subsidiary's board of directors is made up of persons other than management; provided, however, that, notwithstanding the foregoing, the Company shall not be required to take any action which it reasonably believes is unlawful, and shall be allowed to take any action the omission of which it reasonably believes would be unlawful. (b) After Notwithstanding the Closingprovisions of this Section 2, MacKay shall not be entitled to designate any person to the size Board of Directors if: (i) such person is an Affiliate of MacKay; or (ii) the Company receives a written opinion of its outside counsel that such person would not be qualified under any applicable law, rule or regulation to serve as a director of the Board Company. The Company shall initially notify MacKay in writing of the date on which proxy materials are expected to be set mailed by the Company in connection with an election of directors (and such notice shall be delivered to MacKay at ten (10) membersleast 30 days prior to such expected mailing date). The Company shall use its reasonable best efforts to notify MacKay of any objection to a MacKay Designee sufficiently in advance of the date on which such proxy materials are to be mailed by the Company in connection with such election of directors so as to enable MacKay to propose a replacement MacKay Designee in accordance with the terms of this Agreement. (c) Subject If at any time prior to the termination of this Agreement the Board of Directors of the Company or, pursuant to Section 2(a2(a)(v), from any Subsidiary, as applicable, does not include a MacKay Designee, MacKay shall have the right to: (i) appoint a non-voting representative to attend meetings of such Board of Directors and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Companyii) receive copies of any materials to be nominated by distributed or discussed at such meetings at the Company same time as provided to serve on the members of such Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the CompanyDirectors. (d) The Purchaser Each MacKay Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve serving on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee Directors shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees all compensation and stock incentives granted to directors who are not employees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee toCompany, as well as the case may bebenefits of any directors' liability insurance policy, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylawscase, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to the other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The Company shall take all permissible corporate action From and after the Closing, until such that on time as the Closing Date the size Purchaser Parties collectively no longer Beneficially Own a number of As-Converted Common Shares equal to (i) at least 25% of the Board outstanding As-Converted Common Shares (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events), the Purchaser shall be increased by one entitled to designate three (13) memberindividuals, and ▇▇▇▇ ▇. who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or an Affiliated Fund to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”), (ii) at least 15% (but less than 25%) of the outstanding As-Converted Common Shares (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events), the Purchaser shall be entitled to designate two (2) Purchaser Designees and (iii) at least 5% (but less than 15%) of the outstanding As-Converted Common Shares (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events), the Purchaser shall be entitled to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or more of its Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause such number of Purchaser Designees which it no longer is entitled to designate to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.11 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement so long as he or she shall serve as a director on the Company Board pursuant to the terms of this Section 4.11(a). The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s shareholders pursuant to this Section 4.11, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser Designee’s eligibility and qualification to serve as a director of the Company Board. (b) From and after the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members of the Company Board and shall, subject to applicable Law and the exercise of the fiduciary duties of the Company Board, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its shareholders in connection with any meeting of Company shareholders the recommendation of the Company Board that shareholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Board. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms, which shall (i) provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the class whose initial term expires at Company Board to representatives of the 2016 annual meeting Purchaser and its Affiliates and (ii) contain customary acknowledgements with respect to Purchaser’s and each Purchaser Designee’s potential receipt of material non-public information and awareness of applicable securities laws. (d) For so long as a CD&R Person or Purchaser Designee is serving on the Company Board, (i) the Company shall not implement or maintain any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Company of any trades in the Company’s stockholderssecurities) or similar guideline or policy with respect to the trading of securities of the Company that applies to any Purchaser Party (including a policy that limits, prohibits or restricts any Purchaser Party from entering into any hedging or derivative arrangements), in each case other than with respect to any CD&R Person or Purchaser Designee solely in his or her individual capacity, except as provided herein, (ii) any share ownership requirement for any Purchaser Designee serving on the Company Board will be deemed satisfied by the securities owned by any Purchaser Party and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on any Purchaser Party’s transfers of securities pursuant to the Registration Rights Agreement or otherwise, subject to compliance with applicable securities Laws, (iii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Company Board be violated by any Purchaser Designee receiving compensation from any Purchaser Party and (iv) no Purchaser Designee shall be excluded or required to recuse himself or herself from any meetings or materials of the Company Board as a result of or in connection with his or her affiliation with the CD&R Group or the CD&R Group’s ownership of any Preferred Shares or Common Shares except in connection with a transaction with, or dispute involving, the Purchaser or any other member of the CD&R Group, and, in each case of the foregoing clauses (i), (ii), (iii) and (iv), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 4.11 shall not apply to the extent inconsistent with this Section 4.11 (but shall otherwise be applicable to the Purchaser Designee). (be) After To the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated fullest extent permitted by the Company New York Business Corporation Law and subject to serve on any express agreement that may from time to time be in effect, including the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount confidentiality provisions set forth in this Section 3(c)Agreement, to the extent in compliance with applicable Law, the Company agrees that any Purchaser Designee, CD&R Person, CD&R Group and any CD&R Affiliate or any portfolio company thereof (collectively, “Covered Persons”) may, and none of the foregoing shall have any duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, shareholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates, and/or (iii) make investments in any kind of property in which the Company may cause make investments. To the Purchaser Designee fullest extent permitted by the New York Business Corporation Law, to the extent in compliance with applicable Law, the Company renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be replaced with conducted in the future, and waives any claim against a nominee acceptable Covered Person. Except as set forth below, the Company agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person and (y) the Company or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its Subsidiaries. To the fullest extent permitted by the New York Business Corporation Law, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge and waives any claim against each Covered Person that such Covered Person is liable to the Company or its shareholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to the Company, in each case, except for any corporate opportunity which is expressly offered to a Covered Person in his or her capacity as a member of the Company Board, it being understood that any such corporate opportunity shall belong to the Company. (df) The Purchaser Designee shallNotwithstanding the foregoing, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for at any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board)time, the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, by written notice thereof, irrevocably relinquish the rights to designate Purchaser Designees and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation upon delivery of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylawssuch notice, the Purchaser Designee that serves on the Board Parties shall cease to have the any right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the designate any Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directorsDesignees. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. Subject to applicable law in each instance: -------------------- (a) The Company Upon the closing of the Public Financing, BBS shall take all permissible corporate action such that on the Closing Date immediately expand the size of the Board shall be increased by one (1) member, of Directors to nine directors and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed appoint to the Board of Directors (subject to the majority vote of the remaining directors, which BBS shall solicit and use its best efforts to obtain, in accordance with BBS' by-laws), to fill the vacancy, one individual designated by Enterprises to serve on the Board of Directors. The director designated by Enterprises shall, upon his/her appointment, continue to serve as a member director until the next election of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholdersdirectors. (b) After the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such director, the “Purchaser Designee”) for so As long as the ▇▇▇▇▇▇▇ Family Foundation Enterprises continues to own a number of shares of Common Stock (or an Affiliate thereofadjusted for stock splits and similar occurrences) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least that is greater than fifty percent (50%) of the aggregate of the number of Upfront Shares and Warrants issued plus the number of shares of Common Stock purchased by Enterprises (from time-to-time) upon exercises of the Warrants, Enterprises shall be entitled to designate one individual to be nominated to the ▇▇▇▇▇▇▇ Family Foundation on Board of Directors by BBS. Any individual so designated by Enterprises pursuant to this Section 2.7(b) is referred to herein as the Closing Date. In "Designee." (c) During the event period provided in Section 2.7(b) above, BBS shall nominate the ▇▇▇▇▇▇▇ Family Foundation Designee for election as a director as part of the management slate that is included in the proxy statement (or an Affiliate thereofconsent solicitation or similar document) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable BBS relating to the Companyelection of directors, and shall provide the same support for the election of each such Designee as it provides to other persons standing for election as directors of BBS as part of BBS' management slate. (d) The Purchaser In the event that any Designee shallshall cease to serve as a director for any reason (other than the failure of the stockholders of BBS to elect such person as director), when up for election, the vacancy resulting therefrom shall be filled by (subject to the terms hereof and applicable lawmajority vote of the remaining directors, be the Company’s nominee to serve on the Board and the Company which BBS shall solicit proxies for the Purchaser Designee and use its best efforts to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board obtain, in favor of election of the Purchaser Designeeaccordance with BBS' by-laws) an individual designated by Enterprises in accordance with Section 2.7(b) above. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser BBS will reimburse each Designee shall be entitled to serve that serves as a member of, or observer to, director for all reasonable costs and expenses (including travel expenses) incurred in connection with such director's attendance at such Purchaser Designee’s election, committees meetings of the BoardBoard of Directors or any committee of the Board of Directors upon which such director serves, in accordance with BBS' policies regarding reimbursement of director expenses. BBS shall indemnify and advance expenses to each such director to the same extent it indemnifies and advances expenses to its other directors pursuant to its organizational documents and applicable law. (f) ▇▇▇▇▇▇▇ mayIn each instance, the individual designated by Enterprises as its Designee (and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused individual initially designated by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Enterprises under Section 2(c2.7(a) above) shall be an executive officer of Enterprises. (g) In addition to any other indemnification rights Following the Purchaser Designee has pursuant to Public Financing and through the Transaction Documents and the Company’s Certificate of Incorporation and Bylawsperiod described in Section 2.7(b), the Purchaser Designee that serves on the Board Enterprises shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, have its designee participate in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings of Directors of BBS in an advisory capacity ("Advisory Designee"). The provisions of Section 2.7(f) shall apply with respect to the same extent selection of such Advisory Designee and the provisions of Section 2.7(e) above with regard to reimbursement of expenses shall also apply to such Advisory Designee. Notwithstanding the foregoing, however (i) Enterprises rights under this Section 2.7(g) shall not apply at any time during which an individual designated by Enterprises (under Section 2.7(a) above or as all other members a Designee, as applicable) is a duly appointed/elected member of the Board are reimbursed for such expenses of Directors of BBS and (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to ii) it is understood by the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date Parties that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and Section 2.7(g) are intended to provide a "back-up" mechanism to ensure that Enterprise will have the Transaction Documents or ability to have a designee participate in meetings of the transactions contemplated hereby or therebyBoard of Directors of BBS in the event that, despite the best efforts of BBS, the Parties are unsuccessful in having a designee of the Enterprises appointed to Board of Directors of BBS.

Board Representation. (a) The Company shall take all permissible corporate requisite action such that on the Closing Date hereof, the size of the Board shall be increased set at seven (7) members and two (2) individuals designated by one the Purchasers (1) membereach director designated by the Purchasers under this Agreement, a “TMP Purchaser Designee”, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (collectively, the “▇▇▇▇▇▇▇TMP Purchaser Designees”) as Board nominees shall be appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the ClosingBoard, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after on the Closing Date, the Resigning Directors shall resign; provided, however, the Purchasers shall be permitted, in their discretion, to defer appointment of one or more of the TMP Purchaser Designees to one or more subsequent dates. The rights of the Purchasers under this Section 5.13 shall be exercised by a majority in interest of the Purchasers. (i) From and after the date hereof, the Company shall cause ▇▇▇▇▇▇▇ two (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company2) TMP Purchaser Designees to be nominated by the Company to serve on the Board and the total number of members of the Board shall be seven (such director7) or fewer to the extent certain of the TMP Purchaser Designees have not been appointed to the Board (as permitted above). Any TMP Purchaser Designees shall be appointed to the Board on the Closing Date or to the extent designated following the Closing Date, shall be appointed to the Board promptly following notice from the Purchasers and in any event, within one (1) Business Day. From and after the date hereof, the “Purchaser Designee”) for so long as Company shall not change the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership size of Sharesthe Board without the prior written consent of the Purchasers; provided that, Warrants or Warrant Sharesunless waived by the Purchasers, in the aggregate, in an amount equal to at least fifty percent (50%) event the size of the Shares and Warrants issued Board is changed, the Purchasers shall have the right to designate that number of TMP Purchaser Designees to be nominated or appointed to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount Board to maintain proportional Board representation not less than as set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Boardprevious sentence. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange any Approved Market on which the Common Stock is listed for trading (as determined in good faith by the Board), the TMP Purchaser Designee Designees shall be entitled to serve as a member of, or observer toto (provided that a majority of the Board or Board committee shall have the authority to dismiss any such observer from any meeting), at such the TMP Purchaser Designee’s election, each of the committees of the Board, except for any committee formed to consider a transaction between the Company and a member of the Purchaser Group. The Company acknowledges that one TMP Purchaser Designee intends to hold a position on each Board committee and that following the date hereof the Company will take all actions necessary to arrange for the prompt appointment of one TMP Purchaser Designee to each such committee (subject to the limitations in the immediately preceding sentence). The Purchasers’ rights set forth in this Section 5.13(b) shall terminate on the first date on which the Purchasers collectively do not own at least 75% of the shares of Series A Preferred Stock and Series A Exchangeable Preferred Stock actually issued to, and purchased by, the Purchasers hereunder (including Series A Conversion Shares issued on conversion of the Series A Preferred Stock and the Series A Exchangeable Preferred Stock and any other securities of the Company or any successor thereto into which such shares are converted or exchanged) and the Purchasers shall promptly cooperate with the Company to determine whether such threshold has been met. Notwithstanding the foregoing, the rights of the Purchasers to nominate the TMP Purchaser Designees shall at no time be in excess of the level considered proportionate for purposes of the applicable Approved Market listing rules (in the case of Nasdaq, currently Rule 5640). As an example, if the Purchasers’ ownership is below the level set by Nasdaq required for having rights to nominate 2 out of 7 directors, but above the level set by Nasdaq required for having rights to nominate 1 out of 7 directors, the Purchasers shall be entitled to have 1 out of 7 directors nominated for election in accordance with this Section 5.13(b). (c) Solely with respect to those TMP Purchaser Designees that the Purchasers are entitled to designate pursuant to Sections 5.13(a) and/or 5.13(b) (and solely as long as the Purchasers remain entitled to so designate such TMP Purchaser Designees): (i) The Company shall use its reasonable best efforts to have such TMP Purchaser Designees elected as directors of the Company, including, without limitation, including such TMP Purchaser Designees in the Company’s proxy statement for the election of directors as part of “management’s slate”, soliciting proxies for such TMP Purchaser Designees to the same extent as it does for any of its nominees to the Board, and including the recommendation of the Board in favor of election of the TMP Purchaser Designees. In the event a TMP Purchaser Designee is not elected at a stockholders meeting at which such designee is up for election, the Company shall cause such TMP Purchaser Designee to be appointed to the Board. (fii) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by in the resignation position of the a TMP Purchaser Designee shall only be filled with another TMP Purchaser Designee. Any vacancy created by any removal of the a TMP Purchaser Designee or an election of ▇▇▇▇▇▇▇ the Purchasers to defer appointing the one or more TMP Purchaser Designee Designees shall also only be filled with another TMP Purchaser Designee. The Company shall not take any action to remove the any TMP Purchaser Designee or fill a vacancy reserved for the a TMP Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled the Purchasers. Any replacement TMP Purchaser Designees shall be appointed to the Purchaser Designee Board promptly following notice from the Purchasers and in accordance with Section 2(cany event, within two (2) aboveBusiness Days. (giii) Each TMP Purchaser Designee shall be given notice of (in the same manner that notice is given to other members of the Board) all meetings (whether in person, telephonic or otherwise) of the Board, including all committee meetings with respect to committees on which such TMP Purchaser Designee serves. Each TMP Purchaser Designee shall receive a copy of all notices, agendas and other materials distributed to the Board, whether provided to directors in advance or during or after any meeting, regardless of whether such TMP Purchaser Designee will be in attendance at the meeting. (d) In addition to any other indemnification rights the TMP Purchaser Designee has Designees have pursuant to this Agreement, the Transaction Documents and the Company’s Certificate of Incorporation and the Bylaws, the each such TMP Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in Indemnification Agreement and a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Boardside letter contemplated by Section 6.1(j). The Company shall maintain director and officer insurance covering the TMP Purchaser Designee Designees on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the TMP Purchaser Designee Designees in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The TMP Purchaser Designee Designees shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (he) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate Organizational Documents of Incorporation and Bylaws the Company are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The During the period beginning on the date ninety (90) days after the Closing Date and ending on the earlier of (i) the three (3) year anniversary of the Closing Date and (ii) the first Business Day that the Purchaser’s Fully Diluted Ownership Percentage is less than ten percent (10%) (such period, the “Board Designation Period”), at any time that the Nasdaq Official Closing Price of the Common Stock is below $2.7760 (as adjusted for stock splits, recapitalizations and other similar events) for thirty (30) consecutive trading days, Purchaser shall be entitled to designate one individual (“Purchaser Designee”) to serve on the Board of Directors (“Designation Right”), pursuant and subject to the terms of this Section 2. (b) In order to exercise the Designation Right, Purchaser shall deliver a written notice to the Company stating that the Purchaser wishes to exercise the Designation Right and setting forth the name of the Purchaser Designee (the “Designation Notice”). As a condition to the appointment of any Purchaser Designee, the Purchaser will also provide, or cause the Purchaser Designee to provide, a completed and executed director nominee questionnaire in a form to be provided by the Company (a “Nominee Questionnaire”) and any other information that is reasonably required by applicable law for inclusion in the Company’s filings with the SEC relating to the appointment of such Purchaser Designee, proxy materials for meetings of stockholders, and all other applicable filings with the SEC. (c) Subject to the terms of this Section 2, the Company hereby agrees to appoint the Purchaser Designee to the Board of Directors within fifteen (15) Business Days following receipt of both (i) the Designation Notice and (ii) the completed Nominee Questionnaire. Thereafter, for the remainder of the Board Designation Period, subject to the requirements of fiduciary duties under applicable law, the Company shall include the Purchaser Designee in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors of the same class as the Purchaser Designee are to be elected and every adjournment or postponement thereof. If a Purchaser Designee elected or appointed pursuant to the terms hereof ceases to serve as a member of the Board of Directors for any reason, then the Purchaser shall have the right to designate another designee pursuant to the terms of this Agreement, it being understood that any such designee shall serve the remainder of the term of the director whom such designee replaces, and the Company shall take all permissible corporate such action as is reasonable and necessary to promptly cause the election or appointment of such that other designee to the Board of Directors for such term. If the Purchaser has exercised the Designation Right and the Board Designation Period lapses while a Purchaser Designee is serving on the Closing Date Board of Directors, the size Purchaser Designee shall not be required to resign but may continue to serve on the Board of Directors for the remainder of the Purchaser Designee’s then-current term on the Board of Directors. (d) Notwithstanding any other provisions of this Section 2, the Company shall not be required to appoint a Purchaser Designee to the Board of Directors if a majority of the disinterested members of the Board shall of Directors reasonably determines in good faith, after consultation with outside legal counsel, that such person would not be increased qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy or guidelines previously approved by one (1) memberthe Board of Directors and made available to the Purchaser, provided that the direct or indirect purpose of any such policy or guideline is not to obstruct the Purchaser’s right to designate an individual as a nominee to the Board of Directors or its rights under this Agreement, and ▇▇▇▇ ▇provided further that the parties agree any such Purchaser Designee is not required to meet the independence requirements of the SEC or the Nasdaq Stock Market LLC. The Company shall notify the Purchaser of any objection to a Purchaser Designee promptly following determination by the Board of Directors that such Purchaser Designee is not qualified to serve as a director of the Company, and in any event on or prior to the fifteenth (15th) Business Day following receipt of the Designation Notice and completed Nominee Questionnaire with respect to such Purchaser Designee, so as to enable the Purchaser to propose a replacement Purchaser Designee in accordance with the terms of this Agreement. (e) Purchaser understands that, as a condition to the appointment of Purchaser Designee, the Company may require the Purchaser Designee to agree in writing, during the term of any service as a director of the Company, to (a) comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all non-employee members of the Board of Directors, including, without limitation, the Company’s business and ethics code of conduct, ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (orpolicy, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Boardand related- person transactions policy, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated in each case as previously approved by the Company Board of Directors and as amended from time to serve on time, and compliance with applicable disclosure controls and procedures, including but not limited to completing an annual director and officer questionnaire; and (b) keep confidential and not publicly disclose discussions and matters considered in meetings of the Board (such directorof Directors and its committees, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (applicable, or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) other confidential information of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause that the Purchaser Designee to be replaced with a nominee acceptable to receives from the Company, unless previously disclosed publicly by the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (ef) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee serves as a director, such director shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (fi) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms reimbursement for travel and with the same amount of coverage as is provided other expenses paid to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to directors incurred in connection with his or her duties as a director, including any service on any committee of the Board of Directors, and (ii) the same compensation for service on the Boardindemnification, including, without limitation, cash fees, stock options, deferred share units, restricted stock exculpation and other equity and equity-related awards, as is advancement of expenses rights provided to other non-employee directors. (h) The Company , and the Purchasers Company shall take or cause maintain in full force and effect directors’ and officers’ liability insurance coverage with respect to be taken all lawful action necessary such director (subject to ensure at all times the limitations of such coverage, and with such coverage terms as of the Company deems reasonable) to the same extent that it indemnifies and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or therebyprovides insurance for other non-employee directors.

Board Representation. (ai) Each Stockholder agrees that it shall vote, or execute a written consent in lieu thereof with respect to all of the Securities beneficially owned or held of record by it or cause all of the Securities beneficially owned by it to be voted, or cause a written consent in lieu thereof to be executed, to elect a Board to be composed as follows: (A) Subject to Section 2.1(b)(ii), for so long as a Founder Group meets the Founder Group Minimum Ownership Condition, such Founder Group shall be entitled to designate one (1) director (each, a “Founder Designee”); provided that if (x) neither Founder Group meets the Founder Group Minimum Ownership Condition individually, but collectively, both Founder Groups Beneficially Own, in the aggregate, a number of Securities representing an Ownership Percentage of at least 5% and (y) neither Founder Group has made any Transfer other than Transfers to the Permitted Group of the Founder who is associated with such Founder Group then the Founder Groups (collectively) shall be entitled to designate one (1) director (a “Joint Founder Designee”), provided, further, that, if one Founder Group has made any Transfer other than Transfers to the Permitted Group of the Founder who is associated with such Founder Group but the other Founder Group has not, and the condition in clause (x) of the preceding proviso has been met, then the condition in clause (y) of the preceding proviso will be deemed to have been met and the Founder whose Founder Group has not made any Transfer other than Transfers to the Permitted Group of such Founder shall be entitled to designate such Joint Founder Designee; and (B) The Company Sponsor shall take all permissible corporate action such that on have the Closing Date right, but not the size obligation, to designate, and the individuals nominated for election as directors by or at the direction of the Board or a duly authorized committee of the Board shall be increased by one (1) memberinclude, a number of individuals such that, upon the election of each such individual, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed to the Board as a member of the class whose initial term expires each other individual nominated by or at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the size direction of the Board shall initially be set at ten (10) members. (c) Subject or a duly authorized committee of the Board, as a director of the Company and taking into account any director continuing to Section 2(a), from and after serve without the Closing Dateneed for re-election, the number of Blackstone Designees (as defined below) serving as directors of the Company will be equal to: (i) if the Sponsor and its affiliates collectively Beneficially Own 50% or more of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors; (ii) if the Sponsor and its Affiliates collectively Beneficially Own at least 40% (but less than 50%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors; (iii) if the Sponsor and its Affiliates collectively Beneficially Own at least 30% (but less than 40%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (iv) if the Sponsor and its Affiliates collectively Beneficially Own at least 20% (but less than 30%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 20% of the Total Number of Directors; and (v) if the Sponsor and its Affiliates collectively Beneficially Own at least 5% (but less than 20%) of the Common Stock as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors (in each case, each such person a “Blackstone Designee”). (each director so designated by a Founder Group or Sponsor, a “Designee”); provided that if a Founder Group is entitled to only one Designee, such Designee shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to be the applicable Founder of such Founder Group unless such Founder cannot serve on the BoardBoard due to death or disability; provided, further, that in the event a Founder Group is entitled to one Designee but the applicable Founder of such Founder Group cannot serve on the Board due to death or disability, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to Designee shall be nominated chosen by the Company other Founder, which individual must have relevant industry experience and such surviving Founder shall consult with the Blackstone Designees prior to choosing such Designee; provided, further, in the event both Founder Groups are entitled to each designate one Designee but both Founders are unable to serve on the Board (due to death or disability, each such directorDesignee shall be chosen by their respective Founder Groups, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares which individual must have industry experience and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee reasonably acceptable to the CompanyBlackstone Designees (such approval shall not be unreasonably withheld, conditioned or delayed). (dii) The Purchaser Designee shallSubject to Section 2.1(b)(i)(A), when up for electionif at any time a Founder Group fails to meet the Founder Group Minimum Ownership Condition, subject then such Founder Group’s right to the terms hereof designate, nominate and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for replace any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation member of the Board in favor of election of the Purchaser (other than a Joint Founder Designee. , if applicable) shall terminate and reduce to zero (e0) For so long as directors, and such membership does not conflict with any applicable law Founder Group agrees to promptly thereafter cause its Designee director to tender his or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of her immediate resignation from the Board. (fiii) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request In the Purchaser Designee to, as event that a vacancy is created on the case may be, resign, Board at any time with or without cause. Any vacancy caused by the death, disability, retirement, resignation or removal of any Designee director, only the Founder Group or Stockholder that designated such deceased, disabled, retired, resigning or removed Designee may designate another individual (the “Replacement Nominee”) to fill such vacancy and serve as a director on the Board and each Stockholder agrees that it shall vote, or execute a written consent in lieu thereof with respect to all of the Purchaser Designee shall Securities beneficially owned or held of record by it or cause all of the Securities beneficially owned by it to be voted, or cause a written consent in lieu thereof to be executed to elect such Replacement Nominee to the Board. (iv) Directors are subject to removal pursuant to the applicable provisions of the Certificate of Incorporation of the Company; provided, however, for as long as this Agreement remains in effect, (x) the Blackstone Designees may only be filled removed with another Purchaser Designee. Any vacancy created by any removal the consent of the Purchaser Sponsor, (y) each Founder Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also may only be filled removed with another Purchaser Designee. The Company shall not take any action to remove the Purchaser consent of the applicable Founder Group that designated such Founder Designee or fill a vacancy reserved for and (z) the Purchaser Joint Founder Designee may only be removed with the consent of both Founder Groups, in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee delivered in accordance with Section 2(c) above7.13 hereof. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The Company shall take all permissible corporate requisite action such that on the Closing Date date hereof, the size of the Board shall be increased set at nine (9) members and five (5) individuals designated by one the WP Purchasers (1) membereach director designated by the WP Purchasers under this Agreement, a “WP Purchaser Designee”, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (collectively, the “▇▇▇▇▇▇▇WP Purchaser Designees”) as Board nominees shall be appointed to the Board as a member Board, and on the date hereof, the Resigning Directors shall resign; provided, however, the WP Purchasers shall be permitted, in their discretion, to defer appointment of one or more of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholdersWP Purchaser Designees to one or more subsequent dates. (b) After the Closing, the size of the Board shall initially be set at ten (10i) members. (c) Subject to Section 2(a), from From and after the Closing Datedate hereof, the Company shall cause ▇▇▇▇▇▇▇ five (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company5) WP Purchaser Designees to be nominated by the Company to serve on the Board and the total number of members of the Board shall be nine (such director9) or fewer to the extent certain of the WP Purchaser Designees have not been appointed to the Board (as permitted above). Any WP Purchaser Designees shall be appointed to the Board on the date hereof or to the extent designated following the First Closing Date, shall be appointed to the Board promptly following notice from the WP Purchasers and in any event, within one (1) Business Day. From and after the date hereof, the “Purchaser Designee”) for so long as Company shall not change the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership size of Sharesthe Board without the prior written consent of the WP Purchasers; provided that, Warrants or Warrant Sharesunless waived by the WP Purchasers, in the aggregate, in an amount equal to at least fifty percent (50%) event the size of the Shares and Warrants issued Board is changed, the WP Purchasers shall have the right to designate that number of WP Purchaser Designees to be nominated or appointed to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount Board to maintain proportional Board representation not less that set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Boardprevious sentence. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange any Approved Market on which the Common Stock is listed for trading (as determined in good faith by the Board), the WP Purchaser Designee Designees shall be entitled to serve as a member of, or observer to, at such the WP Purchaser Designee’s election, each of the committees of the Board, except for any committee formed to consider a transaction between the Company and a member of the WP Purchaser Group. The Company acknowledges that the WP Purchaser Designees intend to hold positions on the Board committees and that following the date hereof the Company will take all actions necessary to arrange for the prompt appointment of the WP Purchaser Designees to any such committees (subject to the limitations in the immediately preceding sentence). The Company shall consult with the WP Purchasers, and the WP Purchasers shall have the right to participate (including in any interviews), in the selection of other directors that will serve on the Board. The WP Purchasers’ rights set forth in this Section 5.16(b) shall terminate on the first date on which the WP Purchasers collectively do not own at least 75% of the shares of Series A Preferred actually issued to, and purchased by, the WP Purchasers hereunder (including Conversion Shares issued on conversion thereof and any other securities of the Company or any successor thereto into which such Shares are converted or exchanged). (c) Solely with respect to those WP Purchaser Designees that the WP Purchasers are entitled to designate pursuant to Sections 5.16(a) and/or 5.16(b) (and solely as long as the WP Purchasers remain entitled to so designate such WP Purchaser Designees): (i) The Company shall use its reasonable best efforts to have such WP Purchaser Designees elected as directors of the Company, including, without limitation, including such WP Purchaser Designees in the Company’s proxy statement for the election of directors as part of “management’s slate”, soliciting proxies for such WP Purchaser Designees to the same extent as it does for any of its nominees to the Board, and including the recommendation of the Board in favor of election of the WP Purchaser Designees. In the event a WP Purchaser Designee is not elected at a stockholders meeting at which such designee is up for election, the Company shall cause such WP Purchase Designee to be appointed to the Board. (fii) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ The WP Purchasers may request the remove any WP Purchaser Designee to, as the case may be, resign, at any time time, with or without cause. Any vacancy caused by in the resignation position of the such a WP Purchaser Designee shall only be filled with another WP Purchaser Designee. Any vacancy created by any removal of the a WP Purchaser Designee or an election of ▇▇▇▇▇▇▇ the WP Purchasers to defer appointing the one or more WP Purchaser Designee Designees shall also only be filled with another WP Purchaser Designee. The Company shall not take any action to remove the any WP Purchaser Designee without the consent of the WP Purchasers or fill a vacancy reserved for the a WP Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled Designee. Any replacement WP Purchaser Designees shall be appointed to the Purchaser Designee Board promptly following notice from the WP Purchasers and in accordance with Section 2(cany event, within two (2) aboveBusiness Days. (giii) Each WP Purchaser Designee shall be given notice of (in the same manner that notice is given to other members of the Board) all meetings (whether in person, telephonic or otherwise) of the Board, including all committee meetings with respect to committees on which such WP Purchaser Designee serves. Each WP Purchaser Designee shall receive a copy of all notices, agendas and other materials distributed to the Board, whether provided to directors in advance or during or after any meeting, regardless of whether such WP Purchaser Designee will be in attendance at the meeting. (d) In addition to any other indemnification rights the WP Purchaser Designee has Designees have pursuant to this Agreement, the Transaction Documents and the Company’s Certificate of Incorporation and the Bylaws, the each such WP Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in Indemnification Agreement and a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Boardside letter contemplated by Section 6.1(n). The Company shall maintain director and officer insurance covering the WP Purchaser Designee Designees on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the WP Purchaser Designee Designees in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The WP Purchaser Designee Designees shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (he) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate Organizational Documents of Incorporation and Bylaws the Company are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby. (f) Solely during the period from the date hereof until the date that is 185 days after the date hereof, the WP Purchasers shall not take any action to remove ▇▇▇▇▇▇ ▇▇▇▇▇ as a member of the Board.

Board Representation. (a1) The Company shall Subject to Section 2.2 hereof, at and following the Effective Date, each party to this agreement will take all permissible corporate such action such that on the Closing Date the size of as may reasonably be in its power to cause the Board shall be increased by to include (i) six (6) Investor Group Designees, one (1) memberof whom, unless and until a ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“Forfeiture Event has occurred, shall be the ▇▇▇▇▇▇▇”▇▇ Designee, and (ii) shall be appointed to five (5) Lender Group Designees. The Investor Group Designees (including the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇▇▇ Designee) and the Lender Group Designees are sometimes collectively referred to herein as the "Designees" and individually as a "Designee." (or1) The Investor Group Designator, if the Lender Group Designator and the ▇▇▇▇▇▇▇▇▇ is unavailable to continue to serve on Designator shall each give the Board, such other Company timely notice (the "Notice of Designee") of the name of each person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to whom the Company) relevant Stockholder Group wishes to be nominated by the Company for election or re-election to the Board at the next meeting of stockholders, or taking of action by written consent of stockholders, at which Directors are to be elected (an "Election Meeting"). At the option of any Stockholder Group Designator, the Notice of Designee may also specify one or more alternates (an "Alternate Designee") to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) event of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (incapacity or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee other inability to serve on the Board of a Designee, as provided herein. The Investor Group Designees and the Company Lender Group Designees shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times include such number of Independent Directors as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent shall be required to comply with the provisions of this Agreement Sections 2.3(b) and 2.3(c) hereof. Each Notice of Designee shall be in writing and shall be timely if delivered to the Transaction Documents Secretary of the Company at the Company's principal executive offices not later than the close of business on the 60th day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the Election Meeting is more than 30 days before or after such anniversary date, the transactions contemplated hereby Notice of Designee to be timely must be so delivered not later than the later of (x) the close of business on the later of the 60th day prior to the Election Meeting and (y) the 20th day following the day on which public announcement of the date of the Election Meeting is first made by the Company. In no event shall the public announcement of an adjournment of an Election Meeting commence a new time period for the giving of the Notice of Designee as described above. If the Company has not received a Notice of Designee from any Stockholder Group Designator at a time when the relevant Stockholder Group is entitled to name one or therebymore Designee on or before the 10th day before the latest date for delivery of the Notice of Designee specified in the proviso to the next preceding sentence, the Company shall so inform the relevant Stockholder Group Designator by written notice. If the Company has not received a Notice of Designee from any Stockholder Group Designator at a time when the relevant Stockholder Group is entitled to name one or more Designee on or before the latest date for delivery of such Notice, then such Stockholder Group Designator shall be deemed to have delivered on such date a Notice of Designee designating the Designees specified in the most recently delivered Notice of Designee for any prior Election Meeting, or, if any such Designee is unable to serve and an Alternate Designee has been specified therefor, such Alternate Designee.

Board Representation. (a) The Subject to the terms and conditions of this Agreement, from the date of this Agreement, the Company and each Voting Party shall take all permissible corporate action such that on Necessary Action (including by including in the Closing Date the size slate of nominees recommended by the Board shall be increased by one (1) member, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed to the Board for election as a member of the class whose initial term expires directors at the 2016 each applicable annual or special meeting of the stockholders of the Company’s stockholders, including at every adjournment or postponement thereof) to cause, effective immediately following the Effective Time, the Board to be comprised of 8 directors: i. 1 of whom shall be the then-serving Chief Executive Officer of the Company (the “CEO Designee”), as set forth on Exhibit A hereto, provided that the CEO Designee shall serve as a Class I Director (as defined in the Charter). ii. 2 of whom (bthe “ASL Designees” and each an “ASL Designee”) After have been initially designated as set forth on Exhibit A hereto and shall thereafter be designated by ASL; provided that, ASL will be entitled to designate the Closingnumber of ASL Designees set forth below for so long as ASL Beneficially Owns the corresponding percentage of Voting Shares set forth below, such percentage to be calculated based on the number of Voting Shares then Beneficially Owned by ASL as a percentage of the number of all then outstanding Voting Shares. One ASL Designee shall be designated as a Class II director and one ASL Designee shall be designated as a Class III director (each as defined in the Charter): Percentage Number of ASL Designees 10% or greater 2 5% or greater 1 Less than 5% 0 iii. 2 of whom (the “Sponsor Designees” and each a “Sponsor Designee”) have been initially designated as set forth on Exhibit A hereto and shall thereafter be designated by the Sponsor; provided that, Sponsor will be entitled to designate the number of Sponsor Designees set forth below for so long as Sponsor Beneficially Owns the corresponding percentage of Voting Shares set forth below, such percentage to be calculated based on the number of Voting Shares then Beneficially Owned by Sponsor as a percentage of the number of all then outstanding Voting Shares. All Sponsor Designees must be Independent Directors, and if either Sponsor Designee is determined by the Company, on the advice of counsel, to no longer be Independent Directors, then the Company and all Voting Parties shall take all Necessary Action to cause the removal of such Sponsor Designee, the size of the Board Sponsor shall initially be set at ten (10) members. (c) Subject to Section 2(a), from designate replacement nominees who qualify as Independent Directors and after the Closing Date, the Company and the Voting Parties shall cause ▇▇▇▇▇▇▇ take all Necessary Action to elect such individual in lieu of such Sponsor Designee. One Sponsor Designee shall be designated a Class II director and one Sponsor Designee shall be designated as a Class III director (oreach as defined in the Charter): Percentage Number of Sponsor Designees 10% or greater 2 5% or greater 1 Less than 5% 0 ; and iv. 3 of whom (the “Unaffiliated Designee”, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on together with the BoardCEO Designee, such other person designated by ▇▇▇▇▇▇▇ ASL Designees and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such directorSponsor Designees, the “Purchaser DesigneeDesignees”) have been initially designated as set forth on Exhibit A hereto and shall thereafter be designated as follows: (1) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in ASL and the aggregate, in an amount equal Sponsor are each entitled to designate at least fifty percent one director to the Board pursuant to Section 3(a)(i) and Section 3(a)(ii), by mutual agreement of ASL and Sponsor, and (50%2) thereafter, by the remaining Board members of the Shares Company in accordance with the nomination procedures established by the Board. All Unaffiliated Designees must be both Independent Directors and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to also be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee qualified to serve on the Board audit committee under the Nasdaq Corporate Governance Requirement, and if any Unaffiliated Designee is determined by the Company, on the advice of counsel, to no longer satisfy such requirements, then the Company and all Voting Parties shall solicit proxies for take all Necessary Action to cause the Purchaser Designee to the same extent as it would for any removal of its other nominees to the Board. The Company’s proxy statement for the election of directors such Unaffiliated Designee, replacement Unaffiliated Designees shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith be selected by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) process described above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees and the Voting Parties shall take all Necessary Action to enter into, an indemnification agreement, elect such individual in a form reasonably satisfactory to the Purchaser lieu of such Unaffiliated Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Two Unaffiliated Designee shall be entitled to serve as Class I directors (as defined in the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock Charter) and other equity and equity-related awards, one Unaffiliated Designee shall serve as is provided to other non-employee directorsa Class II director. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The From and after the Closing, until such time as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least ten percent (10%) of the outstanding shares of Common Stock, determined on an As-Converted Common Stock basis (provided, that, for purposes of calculating the percentage As-Converted Common Stock ownership for this Section 4.8, any Exempted Securities shall be excluded and deemed not outstanding), the Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, CD&R or any CD&R Affiliate and reasonably acceptable to the Company shall take all permissible corporate action at the time of such that designation, to serve on the Closing Date Company Board (such individuals who are so reasonably acceptable to the size Company, the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least five percent (5%) (but less than the 10% contemplated in the foregoing clause (i)) of the Board outstanding shares of Common Stock, determined on an As-Converted Common Stock basis (provided, that, for purposes of calculating the percentage As-Converted Common Stock ownership for this Section 4.8, any shares issued pursuant to clauses (1), (2) and (5) of the definition of Exempted Security shall be increased by excluded and deemed not outstanding), the Purchaser shall be entitled to designate one (1) memberPurchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.8(a)(ii) of this Agreement (the “Initial Purchaser Designees”), each of whom has been determined to be reasonably acceptable to the Company. A person that is a Purchaser Designee shall remain and ▇▇▇▇ ▇be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.8, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law, stock exchange rules regarding service as a director of the Company, and the Company’s corporate governance or other guidelines and director onboarding and membership requirements, in each case, that are generally applicable to all directors. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board and otherwise comply with the corporate governance or other guidelines and director onboarding and membership requirements of the Company that are generally applicable to all directors thereof. (b) From and after the Closing, subject to Section 4.7(a), the Company shall take such actions as are reasonably necessary to cause the Purchaser Designees to be nominated as members of the Company Board and shall, subject to applicable Law and the exercise of the fiduciary duties of the Company Board, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Board. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the class whose initial term expires at Company Board to representatives of the 2016 annual meeting Purchaser Parties on the terms and subject to reasonable conditions and limitations set forth therein. (d) For so long as a CD&R Person or Purchaser Designee is serving on the Company Board, (i) the Company shall not implement or maintain any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Company of any trades in the Company’s stockholderssecurities) or similar guideline or policy with respect to the trading of securities of the Company that applies to any Purchaser Party (including a policy that limits, prohibits or restricts any Purchaser Party from entering into any hedging or derivative arrangements), in each case other than with respect to any CD&R Person or Purchaser Designee solely in his or her individual capacity, except as provided herein, (ii) any share ownership requirement for any Purchaser Designee serving on the Board of Directors will be deemed satisfied by the securities owned by any Purchaser Party and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on any Purchaser Party’s transfers of securities pursuant to the Registration Rights Agreement or otherwise, subject to compliance with applicable securities Laws, (iii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Company Board be violated by any Purchaser Designee receiving compensation from any Purchaser Party and (iv) no Purchaser Designee shall be excluded or required to recuse himself or herself from any meetings or materials of the Company Board as a result of or in connection with his or her affiliation with the CD&R Group or the CD&R Group’s ownership of any Preferred Stock or Common Stock except in connection with a transaction with, or dispute involving, the Purchaser or any other member of the CD&R Group, and, in each case of the foregoing clauses (i), (ii), (iii) and (iv), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 4.8 shall not apply to the extent inconsistent with this Section 4.8 (but shall otherwise be applicable to the Purchaser Designee). (be) After To the fullest extent permitted by the DGCL and subject to any express agreement that may from time to time be in effect, including the confidentiality provisions set forth in this Agreement, to the extent in compliance with applicable Law, the Company agrees that any Purchaser Designee, CD&R Person, CD&R Group and any CD&R Affiliate or any portfolio company thereof (collectively, “Covered Persons”) may, and none of the foregoing shall have any duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates, and/or (iii) make investments in any kind of property in which the Company may make investments. To the fullest extent permitted by the DGCL, to the extent in compliance with applicable Law, the Company renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person. Except as set forth below, the Company agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person and (y) the Company or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its Subsidiaries. To the fullest extent permitted by the DGCL, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge and waives any claim against each Covered Person that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to the Company, in each case, except for any corporate opportunity which is expressly offered to a Covered Person in his or her capacity as a member of the Company Board, it being understood that any such corporate opportunity shall belong to the Company (f) Purchaser and the Company agree that, effective as of the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount provisions set forth in this Section 3(c), 4.8 and any related definitions will be replicated and set forth in the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directorsDesignations. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The Company shall take all permissible corporate requisite action such that on the Closing Date hereof, the size of the Board shall be increased by one set at seven (17) membermembers, and ▇▇▇▇ ▇. ▇two (2) individuals designated by Accretive (each director designated by Accretive under this Agreement, an “Accretive Designee”, and collectively, the “Accretive Designees”) as Board nominees shall be appointed to the Board; provided, however, Accretive shall be permitted, in its discretion, to defer appointment of one or more of the Accretive Designees to one or more subsequent dates and in such case one Board vacancy shall be left to be filled by an Accretive Designee; and provided, further, that ▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) Tick shall be appointed submit his irrevocable resignation from the Board to the Board as a member of the class whose initial term expires at the 2016 annual meeting President or Secretary of the Company, which resignation shall specify that it shall take effect only at the sole discretion of Accretive as to timing to appoint such second Accretive Designee, and shall not be subject to acceptance by the Board or the Company (provided that the foregoing shall not impair Mr. Tick’s stockholdersability to resign at any time without acceptance or consent from Accretive, the Company or any other party). The rights of Accretive under this Article 7 shall continue in effect as long as either: (i) any obligations under the Notes remain due and outstanding or (ii) Accretive is the beneficial owner (as defined by the regulations of the SEC) of at least five percent (5%) of the common stock of the Company. (b) After the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from From and after the Closing Datedate hereof, the Company shall cause ▇▇▇▇▇▇▇ two (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company2) Accretive Designees to be nominated by the Company to serve on the Board (such director, and the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership total number of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) members of the Shares and Warrants issued Board shall be seven (7) or fewer to the ▇▇▇▇▇▇▇ Family Foundation extent certain of the Accretive Designees have not been appointed to the Board (as permitted above). Any Accretive Designees shall be appointed to the Board on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (Date or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Companyextent designated following the Closing Date, shall be appointed to the Board promptly following notice from Accretive and in any event, within one (1) Business Day. (dc) Solely with respect to those Accretive Designees that Accretive is entitled to designate pursuant to Article 7 (and solely as long as Accretive remains entitled to so designate such Accretive Designees): (i) The Purchaser Designee shall, when up for election, subject Company shall use its reasonable best efforts to the terms hereof and applicable law, be have such Accretive Designees elected as directors of the Company’s nominee to serve on , including, without limitation, including such Accretive Designees in the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include as part of “management’s slate”, soliciting proxies for such Accretive Designees to the Purchaser Designee same extent as it does for any of its nominees to the Board, and including the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as Accretive Designees. In the event an Accretive Designee is not elected at a stockholders meeting at which such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock designee is listed up for trading (as determined in good faith by the Board)election, the Purchaser Company shall cause such Accretive Designee shall to be entitled appointed to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (fii) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by in the resignation position of the Purchaser an Accretive Designee shall only be filled with another Purchaser Accretive Designee. Any vacancy created by any removal of the Purchaser an Accretive Designee or an election of ▇▇▇▇▇▇▇ Accretive to defer appointing the Purchaser Designee one or more Accretive Designees shall also only be filled with another Purchaser Accretive Designee. The Company shall not take any action to remove the Purchaser any Accretive Designee or fill a vacancy reserved for the Purchaser an Accretive Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled Accretive. Any replacement Accretive Designees shall be appointed to the Purchaser Designee Board promptly following notice from Accretive and in accordance with Section 2(cany event, within two (2) aboveBusiness Days. (giii) In addition to any other indemnification rights the Purchaser Each Accretive Designee has pursuant to the Transaction Documents and the Company’s Certificate shall be given notice of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, (in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as manner that notice is provided given to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending ) all meetings (whether in person person, telephonic or telephonicallyotherwise) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, includingincluding all committee meetings with respect to committees on which such Accretive Designee serves. Each Accretive Designee shall receive a copy of all notices, without limitation, cash fees, stock options, deferred share units, restricted stock agendas and other equity and equity-related awardsmaterials distributed to the Board, as is whether provided to other non-employee directorsdirectors in advance or during or after any meeting, regardless of whether such Accretive Designee will be in attendance at the meeting. (hd) The Company and Except as specified in Section 5.2(c) to the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with contrary, the provisions of this Agreement and Article 7 shall apply mutatis mutandis to the Transaction Documents or the transactions contemplated hereby or therebyright of Accretive to appoint subsidiary directors set forth in Section 5.2(c) hereof.

Board Representation. (a) The Company shall take all permissible corporate action such that on the Closing Date the size of the Board shall be increased by one (1) member, and ▇▇▇▇ ▇consist of up to nine members. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) The Purchaser shall be appointed entitled to designate nominees for election or appointment to the Board (the “Purchaser Representatives”) as a member follows: (i) so long as the Purchaser holds at least 90,000 Convertible Preferred Shares (or the corresponding number of the class whose initial term expires Restricted Voting Shares issued upon conversion of the Convertible Preferred Shares), it shall be entitled to designate three Purchaser Representatives; (ii) so long as the Purchaser holds at least 45,000 Convertible Preferred Shares (or the 2016 annual meeting corresponding number of the Restricted Voting Shares issued upon conversion of the Convertible Preferred Shares), it shall be entitled to designate two Purchaser Representatives; and (iii) so long as the Purchaser holds at least 22,500 Convertible Preferred Shares (or the corresponding number of the Restricted Voting Shares issued upon conversion of the Convertible Preferred Shares), it shall be entitled to designate one Purchaser Representative. The parties hereto acknowledge and agree that the Purchaser is entitled to appoint certain designees to the Company’s stockholdersBoard of Directors pursuant to the terms of the Special Voting Preferred Shares and that this provision is intended to be in furtherance of such rights. In no event will this Section 2.1 be construed to duplicate the rights granted to the Purchaser pursuant to the terms of the Special Voting Preferred Shares. The Purchaser shall not Transfer any of the Special Voting Preferred Shares. In the event that the Purchaser no longer holds any Special Voting Preferred Shares and is therefore not entitled to elect directors to the Company’s Board of Directors pursuant to the terms thereof; this Section 2.1 shall be controlling. (b) After The Company acknowledges that the Closing, Purchaser shall be entitled to appoint three Purchaser Representatives to the size Board pursuant to the terms governing the Special Voting Shares upon issuance of the Board shall initially be set at ten (10) membersSpecial Voting Shares to the Purchaser by the Company. (c) Subject The Purchaser acknowledges that it shall appoint the Purchaser Representative(s) to Section 2(a)the Board in accordance with the terms governing the Special Voting Preferred Shares directly following the issuance of the Special Voting Preferred Shares to the Purchaser by the Company and following each future meeting of the holders of the Restricted Voting Shares where directors of the Company have been elected by holders of the Restricted Voting Shares at such meeting. Any appointees by the Purchaser shall be subject to such appointee being acceptable to the Company’s corporate governance and nominating committee, from and after acting reasonably. (d) In the Closing Dateevent that any Purchaser Representative shall cease to serve as a director of the Company, whether due to such Purchaser Representative’s death, disability, resignation or removal, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable the Board to continue to serve on the Board, such other person appoint a replacement Purchaser Representative designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to fill the Company. (d) The Purchaser Designee shallvacancy created by such death, when up for electiondisability, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designeeresignation or removal. (e) For so long as such membership does not conflict with any applicable law The Purchaser shall promptly notify the Company in writing if ceases to hold at least 90,000, 45,000 or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to22,500, as the case may be, resign, at any time with Convertible Preferred Shares (or without cause. Any vacancy caused by the resignation corresponding number of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal Restricted Voting Shares issued upon conversion of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser DesigneeConvertible Preferred Shares). The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylawsaddition, the Purchaser Designee that serves on shall deliver a certificate to the Board shall have the right to enter intoCompany, and from time-to-time as the Company agrees to enter intoshall reasonably request, an indemnification agreement, in a form reasonably satisfactory to certifying the Purchaser Designee, concurrent with such Purchaser Designee becoming a member number of securities of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred beneficially owned by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings as at the date of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directorscertificate. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The Company shall take all permissible corporate action such that on the Closing Date the size Effective as of the Board Initial Investment Closing Date, the Purchaser shall be increased by allowed one representative (1the “Perseus Observer”) memberof its choice, and who shall be ▇▇▇▇ ▇. ▇▇, ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed ▇ or another person reasonably acceptable to the Board as a member Board, to attend all meetings of the class whose initial term expires Board in a nonvoting capacity. In connection therewith, the Company shall provide the Perseus Observer with copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board. Notwithstanding the foregoing, the Purchaser shall not be entitled to exercise the Perseus Observer rights set forth herein at any time that a Perseus Director is then serving on the 2016 annual Board; provided, however, that the Company reserves the right to exclude such Perseus Observer from access to any material or meeting or portion thereof if the Company in good faith believes that such exclusion is necessary to preserve the attorney-client privilege or for other similar reasons. This right shall expire at such time that the Company has repaid the Senior Secured Note in full and the Perseus Ownership Percentage falls below 5%. (b) Effective as of the Subsequent Investment Closing, the Company shall take all actions within its control to provide the Purchaser with the representation on the Board contemplated by this Section 5.6, including without limitation appointing the Requisite Number of representatives identified by the Purchaser to the Board, granting one Perseus Director the rights contemplated by clause (ii) of this Section 5.6(b), and, unless the Board determines in good faith that doing so would be inconsistent with its fiduciary duties under applicable Law, nominating representatives identified by the Purchaser for election as directors of the Company at any meeting of the Company’s stockholdersstockholders at which such directors will be elected, recommending their election to the Board, and soliciting and voting proxies in favor of their election. (bi) After The “Requisite Number” of Perseus Directors shall be the number of directors, rounded up to the next whole number, necessary for the Purchaser’s percentage representation on the Board to be at least equal to the percentage of the Company’s then outstanding Common Shares the Purchaser and its Affiliates hold assuming the conversion of the Senior Secured Convertible Note and the exercise of all Warrants (the “Perseus Ownership Percentage”). The Purchaser shall promptly notify the Company in writing when the Requisite Number of Perseus Directors increases or decreases following the Subsequent Investment Closing, along with information about its holdings reasonably sufficient for the Company to verify the Perseus Ownership Percentage, and the Requisite Number shall not be deemed to have changed until Perseus shall have given that notice. Notwithstanding this provision, the Requisite Number shall become zero at such time as the Perseus Ownership Percentage falls below 5%. In the event (i) the Requisite Number of Perseus Directors constitutes a majority of the members of the Board and (ii) it is necessary for one of such Perseus Directors to be “independent” within the definition of such term contained in Nasdaq Rule 4200(a)(15) (or any successor rule) for the Company to be in compliance with applicable Nasdaq Rules, Perseus shall select one Perseus Director who is “independent” under such rule. (ii) At least one Perseus Director shall have the right to attend and participate fully in a non-voting capacity in all meetings of each of the Board’s Nominating and Corporate Governance and Compensation Committees, or any equivalent committees, including receipt of all information provided to Committee members; provided, however, that the Company reserves the right to exclude such Perseus Director from access to any material or meeting or portion thereof if the Company in good faith believes, upon advice of counsel, that such exclusion is necessary to preserve the attorney-client privilege or for other similar reasons. (iii) The Purchaser shall timely notify the Company in writing of any Person designated by it pursuant to this Section 5.6 to stand as a nominee for election to the Board, and shall promptly furnish all information necessary for all required filings with the SEC. In the absence of any notice from the Purchaser, the Perseus Directors then serving and previously designated by the Purchaser shall be renominated. (iv) Any vacancy on the Board created by the resignation, removal, incapacity or death of any Perseus Director shall be filled by another Perseus Director in accordance with the terms of this Section 5.6 and Article II, Section 8 of the Company’s Bylaws. (c) Each Perseus Director shall be entitled to (i) the same compensation paid to other non-management directors of the Company, (ii) reimbursement for reasonable out-of-pocket expenses (including but not limited to travel and lodging) incurred in connection with the performance of his or her duties as a director (including attendance at meetings of the Board or any committees), (iii) directors’ liability insurance and (iv) indemnification in accordance with the Company’s Certificate of Incorporation, Bylaws and policies established by the Board for all directors generally. The Perseus Observer shall be entitled to reimbursement for reasonable out-of-pocket expenses (including but not limited to travel and lodging) incurred in connection with attendance at meetings of the Board. The Company shall pay all compensation and reimbursement for expenses provided for under this Section 5.6(c) to Perseus, L.L.C. at the address listed in Section 8.7 unless otherwise notified by the Purchaser. (d) The Company shall take all actions within its control so that, as of the Initial Investment Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after is five After the Closing DateInitial Investment Closing, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on not permit the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to size of the Company) Board to be nominated by increased without the prior written consent of the Purchaser. (e) The obligations of the Company to serve on the Board under this Section 5.6 (other than under clause (c) of this Section 5.6) shall terminate at such director, the “Purchaser Designee”) for so long time as the ▇▇▇▇▇▇▇ Family Foundation (Purchaser and its Affiliates hold Common Shares or an Affiliate thereof) has beneficial ownership of Shares, Warrants other securities convertible into or Warrant Sharesexercisable for Common Shares that upon such conversion or exercise, in the aggregate, in an amount equal to at least fifty percent (50%) would represent less than 5% of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve outstanding Common Shares on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designeea fully-diluted basis. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. Purchaser and the Company agree as follows: 6.1 Following receipt by the Company of the Purchase Price and continuing until the later of (ai) The the date that the Convertible Notes have been paid in full or (ii) if 100% of the principal amount of the Convertible Notes have been converted into Common Stock and/or other equity securities of Purchaser, the date Purchaser no longer owns at least eighty percent (80%) of the shares of Common Stock and/or other securities acquired by Purchaser upon conversion thereof (the “Representation Period”), Purchaser shall be entitled, at its option, to the board representation rights set forth in in this Section 6. 6.2 Immediately following receipt by the Company of the Purchase Price, the Company’s Board of Directors (the “Board”) shall take all permissible corporate action such that on the Closing Date necessary to expand the size of the Board shall be increased by one (1) member, member and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed appoint one person designated by Purchaser who is reasonably acceptable to the Board to serve as a member of the class whose initial term expires at the 2016 annual meeting director of the Company’s stockholders, who shall serve as a director until the next meeting of stockholders of the Company where directors are to be elected and until his respective successor is duly elected and qualified. (b) After 6.3 During the ClosingRepresentation Period, at each meeting of stockholders of the size of Company where directors are to be elected, the Board shall initially include in its slate of nominees to be set at ten (10) members. (c) Subject submitted to Section 2(a)stockholders for election, from and after one person designated by Purchaser who is reasonably acceptable to the Closing Date, Board to serve as a director of the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue Company. Each director designated by Purchaser to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable Company’s Board of Directors is referred to the Company) to be nominated by the Company to serve on the Board (such director, herein as the “Purchaser Designee”) for so long as . 6.4 Notwithstanding Sections 6.1, 6.2 or 6.3 to the ▇▇▇▇▇▇▇ Family Foundation (contrary, if at any time after the date hereof the Convertible Notes have been paid in full or, if the Convertible Notes have been converted into Common Stock or an Affiliate thereof) has beneficial ownership other equity securities of Sharesthe Company, Warrants or Warrant Shares, in the aggregate, in an amount equal Purchaser ceases to own at least fifty eighty percent (5080%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate shares of Common Stock and/or other securities acquired by Purchaser upon conversion thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may Purchaser shall cause the Purchaser Designee then serving on the Board to be replaced with a nominee acceptable to promptly tender his or her resignation from the Company. (d) The Board and any committee of the Board on which he or she then sits. In furtherance of this Section 6.4, each Purchaser Designee shall, when up for election, subject as a condition to his or her appointment or election to the terms hereof Board, execute and deliver to the Company an irrevocable resignation as director in the form attached hereto as Exhibit D. 6.5 Each Purchaser Designee shall at all times while such Purchaser Designee is a director of the Company comply with the provisions of this Agreement and all policies and guidelines of the Board and its committees, and of the Company to the extent applicable lawto Board members, be including the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any code of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board)ethical conduct, the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, corporate governance guidelines and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the policy. Each Purchaser Designee shall also only be filled with another Purchaser Designee. The shall, if requested by the Company shall not take and as a condition to being appointed or nominated for election to the Board, acknowledge that his obligations under this Agreement and such policies and guidelines are in addition to the fiduciary, statutory and common law duties of a director of a Delaware corporation and the NASDAQ rules. 6.6 Each Purchase Designee shall, at the time of election or appointment to the Board, meet the qualification requirements to serve as a director under the Delaware General Corporation Law, applicable United States securities laws and the rules of NASDAQ or any action to remove other stock exchange on which the Common Stock is then listed. 6.7 During the Representation Period, if a Purchaser Designee resigns from the Board or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled rendered unable to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves serve on the Board by reason of death, disability or disqualification, Purchaser shall have be entitled to designate a replacement for such Purchaser Designee reasonably acceptable to the right to enter intoBoard, and the Company agrees shall take all necessary action to enter into, an indemnification agreement, in implement the foregoing as promptly as practicable. Any such designated replacement who becomes a form reasonably satisfactory Board member shall be deemed to the Purchaser Designee, concurrent with such be a Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided for all purposes under this Agreement and, prior to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person his or telephonically) all meetings of the Board or committees thereof or other Company related meetings her appointment to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock shall be required to execute and other equity and equity-related awards, deliver to the Company an irrevocable resignation as is provided to other non-employee directors. (h) The Company and director in the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times form attached hereto as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.Exhibit D.

Board Representation. (a) The Effective on the day after the Note Closing Date, the Company shall take all permissible corporate action such that on the Closing Date the size of the Board shall be increased increase by one (1) member, the number of members of the Board of Directors of the Company and ▇▇▇▇ ▇shall elect and appoint a representative of Purchaser designated by Purchaser and reasonably acceptable to the Company (the "PURCHASER REPRESENTATIVE") to such newly created directorship. The Company and Purchaser agree that ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) will be the initial Purchaser Representative. From and after the election of Purchaser Representative as a Director of the Company, and for as long 25 as Purchaser Representative shall remain a Director of the Company pursuant to this Section 5.3, Purchaser Representative shall be appointed entitled to serve as a member of any executive committee of the Board of Directors of the Company and any other committee or body performing the functions of an executive committee (the "EXECUTIVE COMMITTEE"). As long as Purchaser beneficially owns not less than 850,000 shares of Common Stock (as adjusted for the events described in Section 1.3 in a manner consistent therewith), (i) the Board of Directors of the Company shall nominate and recommend the Purchaser Representative for election as a Director of the Company, and shall otherwise use its reasonable best efforts to cause the election of such Purchaser Representative as a Director of the Company at each meeting of the Company's shareholders at which the Purchaser Representative's term as a Director would otherwise expire, and (ii) Purchaser shall be entitled to designate one individual who shall receive notice of all meetings of the Board of Directors and the Executive Committee of the Company and who shall be entitled to attend and participate in all such meetings as an observer on behalf of Purchaser (the "OBSERVER"). Subject to Section 5.3(b), each Purchaser Representative shall be treated equally with the other Directors and the other members of the Executive Committee in their capacities as such and shall be entitled to the same information (including reports, financial statements, notices and other information) at the same time (subject to the same general conflicts-of-interest rules applicable to all other members of the Board of Directors and Executive Committee of the Company, reasonably and consistently applied) and the same compensation and benefits, as shall be provided to other Directors of the Company and other members of the Executive Committee, and copies of all such information shall be provided or made available to the Observer at the same time such information is provided or made available to Purchaser and other Directors or Executive Committee members. (b) Notwithstanding any other provisions of this Agreement, the rights of the Purchaser Representative to serve as a Director and as a member of the class whose initial term expires at Executive Committee, and the 2016 annual meeting rights of the Company’s stockholders. (b) After the Closing, the size Observer to attend and participate in meetings of the Board shall initially be set at ten (10) members. (c) Subject of Directors and the Executive Committee, pursuant to Section 2(a)5.3(a) shall terminate upon the earlier of: (i) the Company's sale of all or substantially all of its assets, from and after the Closing Date(ii) a merger, consolidation, share exchange, or other reorganization or business combination involving the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by in which shareholders of the Company immediately prior to serve on the Board (such directormerger, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (consolidation, share exchange or an Affiliate thereof) has beneficial ownership of Shares, Warrants other reorganization or Warrant Shares, in the aggregate, in an amount equal to at least business combination own less than fifty percent (50%) of the Shares and Warrants issued to voting capital stock of the ▇▇▇▇▇▇▇ Family Foundation on surviving or acquiring corporation or the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation resulting entity, or (or an Affiliate thereofiii) such time as Purchaser no longer has beneficial ownership owns 850,000 shares of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. Common Stock (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies as adjusted for the Purchaser Designee to the same extent as it would for any of its other nominees to the Boardevents described in Section 1.3 in a manner consistent therewith). The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at At any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to Board representation pursuant to this Section 5.3, then at the request of the Company, the Purchaser Designee in accordance with Section 2(c) aboveRepresentative shall immediately resign and the Observer shall immediately cease attending any meetings of the Board of Directors and the Executive Committee. (gc) In addition to any other indemnification and insurance rights the Purchaser Designee has pursuant to the Transaction Documents Representative and the Observer may have, (i) each Purchaser Representative (A) shall have the same indemnification rights, as set forth in the Company’s Certificate of Incorporation 's Restated Articles and Bylaws, as the Purchaser Designee that serves on other members of the Board shall have of Directors of the right to enter intoCompany, and the Company agrees shall afford each Purchaser Representative an opportunity to enter into, into an indemnification agreement, in a form reasonably satisfactory agreement substantially similar to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of then effective indemnification agreement between the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company Board of Directors; and (B) shall reimburse the reasonable expenses incurred be covered by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings director and officer liability insurance to the same extent as all other members of the Board are reimbursed for such expenses of Directors of the Company, and (or, in case any such expense reimbursement policy shall apply only to non-employee directors, ii) to the same maximum extent as all other non-employee directors). The applicable, each Observer (A) shall have analogous rights to indemnification from the Company which are substantially similar in scope to those of the Purchaser Designee Representative and (B) shall be entitled covered at the Company's expense by liability insurance comparable in scope to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause insurance required to be taken all lawful action necessary obtained for Purchaser Representative to ensure the extent such issuance is available on commercially reasonable terms at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or therebycommercially reasonable cost.

Board Representation. (a) The As soon as reasonably practicable following the date hereof (and, in any event, within thirty (30) days), the Company shall take all permissible corporate action such that on the Closing Date the size of actions necessary to enlarge the Board shall be increased of Directors by one (1) member, member and appoint ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent Board of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee Directors in accordance with Section 2(cSections 5.3(b) aboveand 5.3(c). (gb) In addition to any other indemnification rights For so long as (i) the Purchaser Designee (together with its Affiliates) has pursuant to Beneficial Ownership of a number of shares of Common Stock not less than the Transaction Documents Closing Shares (as adjusted for any stock splits, stock dividends, recapitalizations or similar transactions) and the Company’s Certificate of Incorporation and Bylaws(ii) there does not exist a Material Breach (each, a “Termination Event”), the Purchaser Designee that serves on the Board shall have the right to designate to the Board of Directors one individual; provided, however, that such individual must (A) be qualified to serve as a member of the Board of Directors under all applicable legal, regulatory and stock exchange requirements and (B) agree to comply with all of the Company’s policies and rules applicable to the Company’s directors (clauses (A) and (B) together, the “Director Requirements”). (c) Prior to designating any director, the Purchaser shall, to the extent requested in writing by the Company, enter intointo a written agreement with such director whereby such director agrees to resign as a member of the Board of Directors upon a Termination Event or at the Purchaser’s request, as applicable. The Purchaser acknowledges and agrees that such an agreement is in the best interest of the Company and the Purchaser, and that the Company shall be a third-party beneficiary of the terms and conditions of such an agreement, and the Company agrees shall have the right to enter into, enforce the rights of the Purchaser under such an indemnification agreement, in a form reasonably satisfactory agreement to the extent such rights arise as a result of a Termination Event. (d) For so long as the Purchaser Designeeis entitled to designate any individual to the Board of Directors pursuant to this Section 5.3 and subject to the Director Requirements, concurrent with the Company shall take all action reasonably available to it to cause such Purchaser Designee becoming a member individual (or any replacement designated by the Purchaser) to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the Boardstockholders of the Company (and/or in connection with any election by written consent) and the Company shall use the same efforts to cause the election of such nominee as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of the election of such nominee. (e) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 5.3, or in the event of the failure of any such nominee to be elected, the Purchaser shall have the right to designate a replacement who satisfies the Director Requirements to fill such vacancy, or, if applicable, the Company shall take all necessary action to expand the Board of Directors by one seat and such vacancy shall then be filled by such replacement designated by the Purchaser. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided take all action reasonably available to other members of the Board. The Company shall reimburse the reasonable expenses incurred it to cause such vacancy to be filled by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of replacement so designated, and the Board or committees thereof or other Company related meetings of Directors shall promptly elect such designee to the same extent as all other members Board of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directorsDirectors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) Until the earlier of (i) the third anniversary of the Initial Closing or (ii) such time as the Purchaser and its Affiliates do not hold, directly or indirectly, at least a majority of the Shares purchased at the Closings (or the Common Stock received upon the conversion of such Shares) (as adjusted for stock splits, stock dividends, stock combinations and the like) (the “Requisite Shares”), the Purchaser shall be entitled to, at each annual or special meeting of the Company’s shareholders during such period, nominate one (1) director (such Person, the “Purchaser Designee”) to serve on the Board of Directors; provided, however, that such nomination is subject to such Purchaser Designee’s satisfaction of all applicable requirements regarding service as a director of the Company under applicable Law or stock exchange rules regarding service as a director and such other criteria and qualifications for service as a director applicable to all directors of the Company and in effect from time to time. In the event that a Purchaser Designee is nominated, the Company shall (i) include such Purchaser Designee in its slate of nominees for election to the Board of Directors at each annual or special meeting of the Company’s shareholders, (ii) recommend that the Company’s shareholders vote in favor of the election of the Purchaser Designee and (iii) support the Purchaser Designee in a manner generally no less rigorous and favorable than the manner in which the Company supports its other nominees. The Company shall take all permissible corporate action such that reasonably necessary actions to ensure that, at all times when a Purchaser Designee is eligible to be appointed or nominated, there are sufficient vacancies on the Closing Date Board of Directors to permit such designation. Notwithstanding the size foregoing, the rights of the Purchaser under this Section 5.5(a) to nominate one (1) director shall terminate immediately on the earlier of (A) the third anniversary of the Initial Closing or (B) such time as the Purchaser and its Affiliates ceases to own, directly or indirectly, at least a majority of the Requisite Shares. (b) If any Purchaser Designee ceases to serve on the Board of Directors for any reason during his or her term, the vacancy created thereby shall be filled, and the Company shall cause the Board of Directors to fill such vacancy, with a new Purchaser Designee eligible to serve on the Board of Directors in accordance with Section 5.5(a); provided, however, notwithstanding anything to the contrary in this Agreement, in the event that the Purchaser’s rights under Section 5.5(a) are terminated, any Purchaser Designee serving on the Board of Directors shall immediately tender his or her resignation; provided further that (i) such requirement may be waived in advance by the Company’s Compensation, Nominating & Governance Committee and (ii) such resignation shall be subject to the acceptance by the Board of Directors. (c) For the avoidance of doubt, a Purchaser Designee shall be entitled (i) to the same retainer, equity compensation and other fees or compensation, including travel and expense reimbursement, paid to the non-executive directors of the Company for his or her service as a director and (ii) to the same indemnification rights as other non-executive directors of the Company, and the Company shall maintain, in full force and effect, directors’ and officers’ liability insurance in reasonable amounts to the same extent it now indemnifies and provides insurance for the non-executive directors on the Board of Directors. A Purchaser Designee shall be bound by the same confidentiality restrictions as the other non-executive directors. Any director minimum ownership requirements shall be deemed satisfied in respect of the Purchaser Designee by the Shares, PIK Shares and Conversion Shares, as applicable, held by the Purchaser or one or more of its Affiliates. The Company acknowledges and agrees that it is the indemnitor of first resort (for the Purchase Designee in connection with matters arising from Purchaser Designee’s service as a director of the Company). For the avoidance of doubt, the Purchaser Designee shall be entitled to customary access and information rights in the same manner as received by the other directors on the Board of Directors. (d) Following the third anniversary of the Initial Closing, for so long as the Purchaser holds, directly or indirectly, at least a majority of the Requisite Shares, whenever dividends on any Series C Preferred Stock of the Purchaser shall be in arrears for six (6) or more consecutive or non-consecutive Dividend Periods (a “Preferred Dividend Default”), the Purchaser shall be entitled to nominate one (1) additional director of the Company (the “Preferred Director”) for election at the next annual meeting of stockholders and at each subsequent meeting, until all dividends accumulated on such Series C Preferred Stock for the past Dividend Periods and the then current Dividend Period shall have been fully paid or declared in the form of PIK Shares or Additional Liquidation Preference. In such case, should a Preferred Director be subsequently elected, the entire Board shall be increased by one (1) memberdirector. Notwithstanding the foregoing, if, prior to the election of any additional director in the manner set forth herein, all accumulated dividends are paid or issued on the Series C Preferred Stock, no such additional director shall be so elected. If and when all accumulated dividends shall have been paid or issued on such Series C Preferred Stock, the right of the Purchaser to nominate the Preferred Director shall immediately cease (subject to revesting in the event of each and every Preferred Dividend Default), and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) the term of office of any Preferred Director so elected shall immediately terminate and the entire Board shall be appointed to the Board reduced accordingly. So long as a member Preferred Dividend Default shall continue, the Purchaser shall be entitled to nominate a director to fill any vacancy in the office of a Preferred Director. For purposes of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. foregoing paragraph, dividends shall be considered to be in arrears with respect to a Dividend Period if (bi) After the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ has not issued PIK Shares for such Dividend Period and (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on ii) the Board, Liquidation Preference of such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated Shares has not been increased by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant SharesAdditional Liquidation Preference, in the aggregateeach case, in an amount equal to at least fifty percent (50%) of accordance with and within the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount times set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any Series C Certificate of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser DesigneeAmendment. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement the avoidance of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board)doubt, the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation rights of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company provided for in this Section 5.5 shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition be transferrable to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the CompanyPerson other than Purchaser’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directorsAffiliates. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The Company shall take all permissible corporate action such that For so long as the Purchaser either (i) beneficially owns at least 7% of the Common Stock on a fully diluted basis or (ii) holds at least half of the Series B Preferred Stock purchased under this Agreement (or securities issued on the Closing Date the size conversion of the Board shall be increased by one (1) member, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(aeither such Series B Preferred Stock or securities into which such Series B Preferred Stock converted), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person nominate and recommend that its stockholders elect one director designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board Purchaser (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date). In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on shall receive notice of all meetings of any committee of the Board at the same time and in the same manner as the members of such committees of the Board, have full rights to attend all meetings thereof (whether such meetings are formal or informal, are convened in person, telephonically, or by any other telecommunication means), and the Company shall solicit proxies for provide the Purchaser Designee all materials distributed to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation committee of the Board in favor of election of and all other information related to the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law Company which is made available to, or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board)would otherwise be available upon reasonable request by, the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without causecommittee members thereof. Any vacancy caused by in the resignation position of the Purchaser Designee shall only be filled with another designee designated by the Purchaser Designeein accordance with the terms hereof. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another at the direction of the Purchaser. Notwithstanding anything to the contrary contained in this Section 5.08, the Purchaser Designeeshall have no right to nominate a Purchaser Designee to the Board pursuant to this Section if at such time the Holders of the Preferred Stock are entitled to elect a director to the Board pursuant to the Certificate of Designation or otherwise. The Company right of the Purchaser to nominate a Purchaser Designee as provided in this Section 5.08(a) shall not take any action to remove be assignable by the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) abovePurchaser. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (hb) The Company and the Purchasers Purchaser shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate organizational documents of Incorporation and Bylaws the Company are not inconsistent with the provisions of this Agreement and the Transaction other Operative Documents or the transactions contemplated hereby or thereby.

Board Representation. Until the date on which less than twenty five percent (a25%) The Company shall take all permissible corporate action such that on the Closing Date the size of the Board number of Series B Preferred Stock remain outstanding or the Investors hold less than fifteen percent (15%) of the Company's then outstanding capital stock (not including any capital stock issuable upon exercise of outstanding options or warrants of the Company) (the "THRESHOLD DATE"), the Investors agree to vote or act with respect to their shares of Series B Preferred Stock so as to elect as a Series B Director an individual designated by JAFCO America Ventures, Inc. (or its affiliates) (the "JAFCO ENTITIES"), the designee of which shall be increased by one (1) member, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Until the Threshold Date, the Investors agree to vote or act with respect to their shares so as to elect as a Series B Director an individual designated by Doll Capital Management (the "DOLL CAPITAL ENTITIES"), the designee of which shall be ▇▇▇▇▇ ▇▇▇▇. From and after the Threshold Date, the Investors agree to vote or act with respect to their shares of Series B Preferred Stock so as to elect as a Series B Director, an individual designated by the JAFCO Entities. During the term of this Agreement, the Founders agree to vote or act with respect to their shares of Common Stock so as to elect the Company's then-current Chief Executive Officer as a Common Director; PROVIDED, HOWEVER, that until such time as a Chief Executive Officer is appointed, the Founders agree to vote or act with respect to their shares of Common Stock so as to elect ▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇ as a Common Director. During the term of this Agreement, the Founders agree to vote or act with respect to their shares of Common Stock so as to elect a designee of the holders of a majority of the outstanding shares of Common Stock as a Common Director, the designee of which shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇”) shall be appointed ▇▇. Racotek, as the sole holder of Series A Preferred Stock, agrees to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause elect ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (oras the Series A Director. During the term of this Agreement, the parties to this Agreement agree to vote or act with respect to their shares so as to elect as the Independent Directors individuals with relevant experience in the Company's industry, which persons shall be unanimously designated by the Company's Board of Directors, one of which shall initially be ▇▇▇ ▇▇▇▇▇. However, if the JAFCO Entities, the Doll Capital Entities, the Founders or Racotek designate a person to serve as a director other than ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by then the resignation person so designated shall be subject to the reasonable approval of a majority of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal directors of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company then serving in such capacity, which directors shall not take any action to remove include the Purchaser Designee director or fill a vacancy reserved for directors of the Purchaser Designee in each case without Company that is, or was, serving as the consent previous designee of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights JAFCO Entities, the Purchaser Designee has pursuant to Doll Capital Entities, the Transaction Documents and Founders or Racotek on the Company’s Certificate 's Board of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awardsDirectors, as is provided to other non-employee directorsthe case may be. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. At each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company (the “Board of Directors”) are to be elected, or whenever members of the Board of Directors are to be elected by written consent, the Stockholders shall vote or act with respect to their shares so as to elect: (a) The Company shall take all permissible corporate action such that on the Closing Date the size of the Board shall be increased by one (1) memberCompany’s Chief Executive Officer, and initially ▇▇▇▇ ▇. ▇▇▇▇, as a director elected by the holders of Preferred Stock and Common Stock, voting together as a single class on an as-converted basis; provided that if for some reason he or she shall cease to serve as the Company’s Chief Executive Officer, each of the Stockholders shall promptly vote their respective shares (i) to remove the former Chief Executive Officer from the Board of Directors if such person has not resigned as a member of the Board of Directors and (ii) to elect such person’s replacement as the Company’s Chief Executive Officer as a director; (b) one (1) director to be designated by ▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed to Investment Company LLC as one of the Board directors elected by the holders of Preferred Stock and Common Stock, voting together as a member of the single class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closingon an as-converted basis, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a)provided, from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (orhowever, if ▇▇▇▇▇▇▇ is unavailable Investment Company LLC no longer holds at least 500,000 shares of the Company’s capital stock at any time, this right to continue designate a director shall terminate; and (c) one (1) director to serve on the Board, such other person be designated by ▇▇▇▇▇▇▇ RTW Master Fund, LTD and reasonably acceptable RTW Innovation Master Fund, LTD (together,“RTW”) as the director elected by RTW (the “RTW Director”); provided, however, that RTW’s right to designate the CompanyRTW Director under this Section 1.1(c) shall be subject to be nominated and contingent upon the completion of the Second Tranche Investment (as defined in the Purchase Agreement), and RTW shall have no right to designate the RTW Director unless and until such time that RTW purchases the Second Tranche Investment Amount (as defined in the Purchase Agreement) from the Company in the Second Tranche Closing; provided further, however, if RTW no longer holds at least 60% of the Preferred Stock purchased by RTW under the Purchase Agreement at any time after the Second Tranche Closing (as defined in the Purchase Agreement), this right to designate a director shall terminate immediately with no further action required by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the CompanyRTW. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The Effective on the day after the Note Closing Date, the Company shall take all permissible corporate action such that on the Closing Date the size of the Board shall be increased increase by one (1) member, the number of members of the Board of Directors of the Company and ▇▇▇▇ ▇shall elect and appoint a representative of Purchaser designated by Purchaser and reasonably acceptable to the Company (the "PURCHASER REPRESENTATIVE") to such newly created directorship. The Company and Purchaser agree that ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) will be the initial Purchaser Representative. From and after the election of Purchaser Representative as a Director of the Company, and for as long as Purchaser Representative shall remain a Director of the Company pursuant to this Section 5.3, Purchaser Representative shall be appointed entitled to serve as a member of any executive committee of the Board of Directors of the Company and any other committee or body performing the functions of an executive committee (the "EXECUTIVE COMMITTEE"). As long as Purchaser beneficially owns not less than 850,000 shares of Common Stock (as adjusted for the events described in Section 1.3 in a manner consistent therewith), (i) the Board of Directors of the Company shall nominate and recommend the Purchaser Representative for election as a Director of the Company, and shall otherwise use its reasonable best efforts to cause the election of such Purchaser Representative as a Director of the Company at each meeting of the Company's shareholders at which the Purchaser Representative's term as a Director would otherwise expire, and (ii) Purchaser shall be entitled to designate one individual who shall receive notice of all meetings of the Board of Directors and the Executive Committee of the Company and who shall be entitled to attend and participate in all such meetings as an observer on behalf of Purchaser (the "OBSERVER"). Subject to Section 5.3(b), each Purchaser Representative shall be treated equally with the other Directors and the other members of the Executive Committee in their capacities as such and shall be entitled to the same information (including reports, financial statements, notices and other information) at the same time (subject to the same general conflicts-of-interest rules applicable to all other members of the Board of Directors and Executive Committee of the Company, reasonably and consistently applied) and the same compensation and benefits, as shall be provided to other Directors of the Company and other members of the Executive Committee, and copies of all such information shall be provided or made available to the Observer at the same time such information is provided or made available to Purchaser and other Directors or Executive Committee members. (b) Notwithstanding any other provisions of this Agreement, the rights of the Purchaser Representative to serve as a Director and as a member of the class whose initial term expires at Executive Committee, and the 2016 annual meeting rights of the Company’s stockholders. (b) After the Closing, the size Observer to attend and participate in meetings of the Board shall initially be set at ten (10) members. (c) Subject of Directors and the Executive Committee, pursuant to Section 2(a)5.3(a) shall terminate upon the earlier of: (i) the Company's sale of all or substantially all of its assets, from and after the Closing Date(ii) a merger, consolidation, share exchange, or other reorganization or business combination involving the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by in which shareholders of the Company immediately prior to serve on the Board (such directormerger, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (consolidation, share exchange or an Affiliate thereof) has beneficial ownership of Shares, Warrants other reorganization or Warrant Shares, in the aggregate, in an amount equal to at least business combination own less than fifty percent (50%) of the Shares and Warrants issued to voting capital stock of the ▇▇▇▇▇▇▇ Family Foundation on surviving or acquiring corporation or the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation resulting entity, or (or an Affiliate thereofiii) such time as Purchaser no longer has beneficial ownership owns 850,000 shares of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. Common Stock (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies as adjusted for the Purchaser Designee to the same extent as it would for any of its other nominees to the Boardevents described in Section 1.3 in a manner consistent therewith). The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at At any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to Board representation pursuant to this Section 5.3, then at the request of the Company, the Purchaser Designee in accordance with Section 2(c) aboveRepresentative shall immediately resign and the Observer shall immediately cease attending any meetings of the Board of Directors and the Executive Committee. (gc) In addition to any other indemnification and insurance rights the Purchaser Designee has pursuant to the Transaction Documents Representative and the Observer may have, (i) each Purchaser Representative (A) shall have the same indemnification rights, as set forth in the Company’s Certificate of Incorporation 's Restated Articles and Bylaws, as the Purchaser Designee that serves on other members of the Board shall have of Directors of the right to enter intoCompany, and the Company agrees shall afford each Purchaser Representative an opportunity to enter into, into an indemnification agreement, in a form reasonably satisfactory agreement substantially similar to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of then effective indemnification agreement between the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company Board of Directors; and (B) shall reimburse the reasonable expenses incurred be covered by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings director and officer liability insurance to the same extent as all other members of the Board are reimbursed for such expenses of Directors of the Company, and (or, in case any such expense reimbursement policy shall apply only to non-employee directors, ii) to the same maximum extent as all other non-employee directors). The applicable, each Observer (A) shall have analogous rights to indemnification from the Company which are substantially similar in scope to those of the Purchaser Designee Representative and (B) shall be entitled covered at the Company's expense by liability insurance comparable in scope to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause insurance required to be taken all lawful action necessary obtained for Purchaser Representative to ensure the extent such issuance is available on commercially reasonable terms at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or therebycommercially reasonable cost.

Board Representation. (a) The Company shall take all permissible corporate action such that shall, within 30 days after the date hereof, promptly cause one vacancy to be created on its Board of Directors (by increasing the Closing Date the size number of members of the Board of Directors or otherwise) and at such time shall cause one person designated by the Purchaser and that is reasonably acceptable to the Company to be selected to fill such vacancy; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be increased deemed to be acceptable to the Company. Such designee shall serve until the next succeeding annual meeting of stockholders of the Company to be held after such election. Notwithstanding the foregoing, at any time that the Purchaser does not continue to own at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (whether or not the Preferred Stock has been converted), such designee shall tender his or her resignation to the Company's Board of Directors at the next succeeding annual meeting of stockholders, whether or not such designee's term of office expires at such meeting. (b) Commencing with such next succeeding annual meeting of stockholders of the Company referred to in subsection (a) above and at each annual meeting of stockholders of the Company thereafter, so long as the Purchaser holds 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted) the Purchaser shall be entitled to designate one director who shall be acceptable to the Company to the Company's Board of Directors; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed to be acceptable to the Company. The Company shall cause such designee of the Purchaser to be included in the slate of nominees recommended by one (1) memberthe Board to the Company's stockholders for election as directors, and the Company shall use its reasonable best efforts to cause the election of such designee, including voting all shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such person. Notwithstanding the foregoing, at any time that the Purchaser does not continue to own at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (whether or not the Preferred Stock has been converted), such designee shall tender his or her resignation to the Company's Board of Directors at the next succeeding annual meeting of stockholders, whether or not such designee's term of office expires at such meeting. (c) In the event such designee of the Purchaser shall cease to serve as a director for any reason, other than by reason of the Purchaser not being entitled to designate a designee as provided in Section 1(a) or 1(b), the Company shall use its reasonable best efforts to cause the vacancy resulting thereby to be filled by a designee of the Purchaser that is reasonably acceptable to the Company; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed to be acceptable to the Company. (d) In addition to the rights granted pursuant to Section 1(a), (b) and (c) above, the Purchaser shall have the right to have a representative reasonably acceptable to the Company attend all portions of regular and special meetings of the Board of Directors of the Company not reserved for members of the Board of Directors of the Company only except to the extent counsel to the Company advises that such attendance or receipt of information thereat could jeopardize matters of attorney-client privilege or otherwise not be in the Company's best interests as a whole. Such representative shall agree in writing at the time of his or her designation that he or she shall be bound by the same fiduciary duties (including those relating to confidentiality) as apply to members of the Board. Such right is further conditioned upon the receipt of an agreement in writing pursuant to which such representative agrees to keep confidential all discussions held, and materials distributed, at the meeting of the Company's Board of Directors. The visitation rights set forth above shall include the right to receive the same notice and materials provided to Board and committee members. For the avoidance of doubt, it is understood and agreed that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed acceptable to the Company for purposes of this Section 1(d). (e) From and after the date hereof and so long as the Purchaser continues to hold at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (whether or not the Preferred Stock has been converted), at each annual or special stockholders meeting called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, MBF agrees to vote or otherwise give such stockholder's consent in respect of all shares of the capital stock of the Company (whether now or hereafter acquired) owned (whether jointly or severally) or, to the extent permitted by law, controlled (including shares held by the Estate of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to until distributed in accordance with Section 2(a2(f)), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated but excluding shares held by the Company to serve on the Board (such directorOverlook Estate Foundation, the “Purchaser Designee”) for so long as Inc. or the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Family Foundation (or an Affiliate thereofTrust) has beneficial ownership of Sharesby such stockholder, Warrants or Warrant Sharesand take all other appropriate action, in order to cause: (i) the aggregate, in an amount equal election to at least fifty percent the Board of Directors of the designee of the Purchaser pursuant to this Section 1; (50%ii) the removal from the Board of Directors (with or without cause) of any director elected in accordance with clause (i) above upon the Shares and Warrants issued written request of the Purchaser; and (iii) upon any vacancy in the Board as a result of any individual designated as provided in clause (i) above ceasing to be a member of the Board of Directors, whether by resignation or otherwise, the election to the Board of Directors as promptly as possible of an individual designated by the Purchaser that is reasonably acceptable to the Company; provided that each of T. ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇ and ▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee ▇▇▇▇▇ shall be deemed to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at No party hereto shall grant any time with proxy or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only enter into or agree to be filled with another Purchaser Designee. Any vacancy created bound by any removal voting trust with respect to shares of the Purchaser Designee capital stock held by it, nor shall any party hereto enter into any stockholder agreement or an election arrangement of ▇▇▇▇▇▇▇ any kind with respect to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take shares of capital stock held by it, which conflicts or is inconsistent in any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent manner with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or therebyAgreement.

Board Representation. Each Stockholder agrees that so long as this Agreement remains in effect, such Stockholder shall vote all shares owned or controlled by such Stockholder, directly or indirectly, to elect and maintain in office: (ai) The Company shall take all permissible corporate action such that on the Closing Date the size a Board of Directors of the Board shall be increased by Company consisting of eleven (11) members; (ii) one (1) member, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ director (“▇▇▇▇▇▇▇”) shall be appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such director, the “Purchaser TCV Designee”) for so long as elected by the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) holders of the Shares and Warrants issued Series E Preferred, who shall be designated from time to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (time in writing by TCV or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company.its assigns; (diii) The Purchaser Designee shallone (1) director (the “NEA Designee”) elected by the holders of the Common Stock, when up for electionSeries I Preferred, subject Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred, voting together as a single class and calculated on an as-converted to Common Stock basis, who shall be designated from time to time in writing by NEA or its assigns; (iv) two (2) directors (the terms hereof “Common Designees”) elected by the holders of the Common Stock, Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and applicable lawSeries D1 Preferred, voting together as a single class and calculated on an as-converted to Common Stock basis, both of whom shall be designated by the Common Stockholders; provided, however, one of whom shall be the Company’s nominee to serve on Chief Executive Officer as designated by the Board from time to time; (v) two (2) directors (the “Series H Designees”) elected by the holders of the Series H Preferred, who shall be designated from time to time in writing by the holders of a majority of the outstanding shares of the Series H Preferred; (vi) three (3) independent directors (the “Designated Independent Nominees”) elected by the holders of the Common Stock, Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred, voting together as a single class and calculated on an as-converted to Common Stock basis, one of whom shall be designated from time to time in writing by TCV, and the Company holders of the Common Stock, Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred shall solicit proxies for vote all shares owned or controlled by such Stockholders in favor of such nominee (the Purchaser Designee “TCV Independent Nominee”), one of whom shall be designated from time to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee time in writing by NEA, and the recommendation holders of the Common Stock, Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred shall vote all shares owned or controlled by such Stockholders in favor of such nominee (the “NEA Independent Nominee”) and one of whom shall be designated from time to time in writing by the Common Designees, and the holders of the Common Stock, Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred shall vote all shares owned or controlled by such Stockholders in favor of such nominee (the “Common Independent Nominee”); provided, that each Designated Independent Nominee shall be “independent” as such term is construed in Section 10A(m)(3)(B) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, unless a majority of the Board in favor of election votes to waive this provision with respect to any particular Designated Independent Nominee; and (vii) two (2) independent directors (each, a “Board Independent Nominee”) elected by the holders of the Purchaser Designee. (e) For so long Common Stock, Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred, voting together as a single class and calculated on an as-converted to Common Stock basis, each of whom shall be designated from time to time in writing by a majority of the other eight directors; provided, that each Board Independent Nominee shall be “independent” as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock term is listed for trading (as determined construed in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees Section 10A(m)(3)(B) of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee toSecurities Exchange Act of 1934, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter intoamended, and the Company agrees to enter intorules and regulations promulgated thereunder, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member unless at least five (5) of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and other directors vote to waive this provision with the same amount of coverage as is provided respect to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the any particular Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directorsIndependent Nominee. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The Company shall take all permissible corporate action such that on Notwithstanding the Closing Date the size provisions of the Board shall be increased by one (1) member, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a)Advance Notice Policy, from and after the Closing Date, Date and for as long as the Investor’s Percentage has not fallen below 5% (calculated in accordance with Section 4.10): (i) the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable take all steps necessary to continue to serve on appoint the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable Investor’s Nominee to the Board as of the Closing Time to hold office for a term expiring not earlier than the Company’s next meeting of Shareholders at which directors of the Company are to be elected; (ii) the Investor shall be entitled to designate one individual (the “Investor’s Nominee”) to be nominated by the Company to serve on the Board (such directorand, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Sharesif elected, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of the Board for a term expiring not earlier than the Company’s next meeting of Shareholders at which directors of the Company are to be elected, provided that such Investor’s Nominee consents in writing to serve as a director and is eligible under the Act to serve as a director; (iii) at the first annual or other meeting of Shareholders that would result in the end of the term of the Investor’s Nominee, at which directors of the Company are to be elected, and at each meeting of Shareholders thereafter at which directors are to be elected, the Company shall nominate to the Board for election the Investor’s Nominee, along with any other nominees proposed by the Company to the Shareholders for election as directors; (iv) the Company shall recommend to Shareholders entitled to vote on the election of directors at any meeting of Shareholders that such Shareholders vote in favour of or consent to the election (or against the removal, as the case may be) of the Investor’s Nominee as a director of the Company; (v) the Company shall (i) solicit proxies in favour of the election of the Investor’s Nominee in the event the Company intends to solicit any such proxies in connection with a meeting of Shareholders, and (ii) cause all properly completed proxies received by the Company in respect of the election or removal of directors at the relevant time to be voted in the manner specified in such proxies; (vi) the Company shall notify the Investor in writing promptly upon determining the date of any meeting of the Shareholders at which directors of the Company are to be elected and the Investor shall advise the Company and the Board of the name of the Investor’s Nominee within 30 days after receiving such notice; (vii) if the Investor does not advise the Company and the Board of the Investor’s Nominee within the time set forth in Section 4.7(a)(vi), then the Investor will be deemed to have designated its incumbent nominee for nomination for election at the relevant meeting of the Shareholders; (viii) if the Investor’s Nominee ceases to hold office as (or otherwise does not become) a director of the Company for any reason, the Investor shall be entitled to nominate or appoint (as applicable) an individual to replace him or her and the Company shall promptly take all steps necessary to promptly appoint such individual to the Board to replace the Investor’s Nominee who has ceased to or does not otherwise hold office; (ix) the Investor will give due consideration to the view of the independent members of the Board as to whether such person is an appropriate addition to the Board based on serious and objectively reasonable concerns. The Company may veto the Investor’s Nominee if such Investor’s Nominee has previously been removed by a resolution of the Shareholders, provided that the Investor shall be entitled to nominate further persons to the Board in replacement of any such vetoed person; (x) the Investor acknowledges that any appointment to the Company’s Board must be ratified annually by a Shareholder vote at the Company’s annual general or special meetings of Shareholders; (xi) upon election to the Board, the Company acknowledges that the Investor’s Nominee shall: (A) be eligible to serve on any committee of the Board in the same manner as all other directors of the Company, provided that such Investor’s Nominee satisfies the eligibility criteria for such committee and the Board has approved, and has received regulatory approval (if required by Applicable Law) of, the Investor’s Nominee serving as a member of such committee; (B) at all times retain full discretion to independently vote his or observer toher Common Shares; (C) be entitled to all the rights and privileges of the other members of the Board and committee members, at such Purchaser Designeeincluding, without limitation, access to the Company’s election, committees outside advisors; and (D) be entitled to be indemnified by the Company on the same terms (including run-off) as other members of the Board and be included in the Company’s D&O insurance policy on the same terms as other members of the Board. (fxii) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation upon election of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled Investor’s Nominee to the Purchaser Designee in accordance with Section 2(c) above.Board, the Company shall: (gA) In addition to any other enter into an indemnification rights agreement with the Purchaser Designee has pursuant to the Transaction Documents and Investor’s Nominee consistent with the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer practices; and (B) acquire for any Investor’s Nominee liability insurance covering the Purchaser Designee on the same terms and with as the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The In connection with the closing under the Securities Purchase Agreement and as required under the Existing Agreement, the Company shall take all permissible corporate action such that on the Closing Date increased the size of the Board shall be increased by one (1) member, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be was appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the The size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall continue to cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Exchange Warrants or Exchange Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) % of the Shares and the Exchange Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation pursuant to the Securities Purchase Agreement and on the Closing DateDate pursuant to the Exchange Agreement, respectively. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Exchange Warrants or Exchange Warrant Shares in the amount set forth in this Section 3(c2(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (ai) The Company shall take all permissible corporate action such that on the Closing Date the size of the Board shall be increased by one (1) member, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed to the Board So long as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closingany Series C Preferred Stock remains outstanding, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee Requisite Preferred Holders shall be entitled to elect one individual to the Board to serve as a member of, director (an "Option Director") upon the occurrence or observer to, at such Purchaser Designee’s election, committees continuation of the Boardan Event of Option. (fii) ▇▇▇▇▇▇▇ mayNotwithstanding any other sections of the Certificate of Incorporation, so long as any Series C Preferred Stock remains outstanding, the Requisite Preferred Holders shall be entitled to (A) remove from the Board any Preferred Director elected under the foregoing subsection (i), (B) elect each successor to any such Preferred Director removed in accordance herewith or who otherwise vacates such office, and ▇▇▇▇▇▇▇ may request (C) remove any other director necessary to create sufficient vacancies on the Purchaser Designee to, as Board to permit the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ Requisite Preferred Holders to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled elect additional individuals to the Purchaser Designee in accordance with Section 2(cBoard upon an occurrence or continuance of an Event of Option, pursuant to the foregoing clause (i) above. (giii) In addition The right of the Preferred Holders to elect directors may be exercised at the special meeting called pursuant to this Section, at any annual or other special meeting of shareholders and, to the extent and in the manner permitted by Applicable Law, pursuant to a written consent in lieu of a shareholders meeting. A proper officer of the Corporation shall, upon the written request of the Requisite Preferred Holders, addressed to any other indemnification rights officer of the Purchaser Designee has Corporation, call a special meeting of the holders of Preferred Stock for the purpose of electing directors pursuant to this Section. Such meeting shall be held at the Transaction Documents earliest legally permissible date at the principal office of the Corporation, or at such other place designated by the Requisite Preferred Holders. If such meeting has not been called by a proper officer of the Corporation within 2 days after personal delivery, by hand or by a nationally recognized, overnight courier guaranteeing next business day delivery, of such written request upon any officer of the Corporation or within 5 days after mailing the same to the secretary of the Corporation at its principal office, then the Requisite Preferred Holders may call such meeting at the expense of the Corporation, and such meeting may be called upon the Company’s Certificate notice required for annual meetings of Incorporation shareholders and Bylawsshall be held at the Corporation's principal office, or at such other place designated by the Purchaser Designee that serves on Requisite Preferred Holders. The Preferred Holders shall be given access to the Board shall stock record books of the Corporation for the purpose of causing a meeting of stockholders to be called pursuant to this Section. (iv) At any meeting or at any adjournment thereof at which the Preferred Holders have the right to enter intoelect directors, and the Company agrees to enter into, an indemnification agreementpresence, in a form reasonably satisfactory to the Purchaser Designeeperson or by proxy, concurrent with such Purchaser Designee becoming a member of the BoardPreferred Holders shall be required to constitute a quorum for the election or removal of any director by the Requisite Preferred Holders. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members affirmative vote of the Board. Requisite Preferred Holders shall be required to elect or remove any Preferred Director. (v) The Company Corporation shall pay or reimburse each Preferred Director for the reasonable out-of-pocket expenses incurred by the Purchaser Designee such Person in connection with attending (whether in person or telephonically) all formal meetings of the Board or committees thereof or other Company related and any committee thereof. The Corporation shall use its best efforts to maintain video teleconferencing capabilities for all formal meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case and any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directorscommittee thereof. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The Company shall take all permissible corporate action such that on the Closing Date the size of the Board shall be increased by one (1) member, and ▇▇▇▇ ▇consist of up to nine members. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) The Purchaser shall be appointed entitled to designate nominees for election or appointment to the Board (the “Purchaser Representatives”) as a member follows: (i) so long as the Purchaser holds at least 90,000 Convertible Preferred Shares (or the corresponding number of the class whose initial term expires Common Shares issued upon conversion of the Convertible Preferred Shares), it shall be entitled to designate three Purchaser Representatives; (ii) so long as the Purchaser holds at least 45,000 Convertible Preferred Shares (or the 2016 annual meeting corresponding number of the Common Shares issued upon conversion of the Convertible Preferred Shares), it shall be entitled to designate two Purchaser Representatives; and (iii) so long as the Purchaser holds at least 22,500 Convertible Preferred Shares (or the corresponding number of the Common Shares issued upon conversion of the Convertible Preferred Shares), it shall be entitled to designate one Purchaser Representative. The parties hereto acknowledge and agree that the Purchaser is entitled to appoint certain designees to the Company's Board of Directors pursuant to the terms of the Special Voting Preferred Shares and that this provision is intended to be in furtherance of such rights. In no event will this Section 2.1 be construed to duplicate the rights granted to the Purchaser pursuant to the terms of the Special Voting Preferred Shares. The Purchaser shall not Transfer any of the Special Voting Preferred Shares. In the event that the Purchaser no longer holds any Special Voting Preferred Shares and is therefore not entitled to elect directors to the Company’s stockholdersBoard of Directors pursuant to the terms thereof, this Section 2.1 shall be controlling. (b) After The Purchaser acknowledges that three Purchaser Representatives were elected to the ClosingBoard at the Meeting. Subject to the Purchaser’s Representative(s) consenting and writing to serve as a director of the Company, the size Company shall cause the Purchaser Representative(s) to be included as nominees proposed by the Board to the Shareholders for election to the Board at each future meeting of the Board Shareholders where directors are to be elected by Shareholders. The Company shall initially be set use its reasonable commercial efforts to cause the election of such Purchaser Representative(s) at ten (10such meetings and shall solicit proxies in favour of the election of such Purchaser Representative(s) membersat such meetings. (c) Subject The Purchaser shall advise the Company of the identity of any Purchaser Representative at least 50 days prior to Section 2(a)any meeting of Shareholders at which directors of the Company are to be elected or within 10 days of being notified of the record date for such a meeting. If the Purchaser does not advise the Company of the identity of any Purchaser Representative prior to such deadline, from then the Purchaser will be deemed to have nominated its encumbent nominee. Any nominations by the Purchaser shall be subject to such nominee being acceptable to the Company’s corporate governance and after nominating committee, acting reasonably. (d) In the Closing Dateevent that any Purchaser Representative shall cease to serve as a director of the Company, whether due to such Purchaser Representative’s death, disability, resignation or removal, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable the Board to continue to serve on the Board, such other person appoint a replacement Purchaser Representative designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to fill the Company. (d) The Purchaser Designee shallvacancy created by such death, when up for electiondisability, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designeeresignation or removal. (e) For so long as such membership does not conflict with any applicable law The Purchaser shall promptly notify the Company in writing if ceases to hold at least 90,000, 45,000 or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to22,500, as the case may be, resign, at any time with Convertible Preferred Shares (or without cause. Any vacancy caused by the resignation corresponding number of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal Common Shares issued upon conversion of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser DesigneeConvertible Preferred Shares). The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylawsaddition, the Purchaser Designee that serves on shall deliver a certificate to the Board shall have the right to enter intoCompany, and from time-to-time as the Company agrees to enter intoshall reasonably request, an indemnification agreement, in a form reasonably satisfactory to certifying the Purchaser Designee, concurrent with such Purchaser Designee becoming a member number of securities of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred beneficially owned by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings as at the date of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directorscertificate. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The Company shall take all permissible corporate action such that on Until the Closing Date earlier of (i) the size end of the Board Director Nomination Right Period, or (ii) until such time as Marubeni or INCJ, as applicable, ceases to beneficially own at least 2,500,000 shares of Common Stock of the Company, each of Marubeni and INCJ shall be increased by have the right to designate one (1) membernominee for appointment or election to the Board, who shall be reasonably acceptable to the Nominating and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Corporate Governance Committee of the Board acting in good faith and applying reasonable and customary criteria applicable to all non-officer/non-employee Directors generally and who (“▇▇▇▇▇▇▇”1) shall be appointed a Non-U.S. Person to the extent determined necessary by the Board in order to preserve the Company’s status as a member Foreign Private Issuer; (2) shall be determined in the reasonable judgement of the class whose initial term expires at the 2016 annual meeting Nominating and Corporate Governance Committee to qualify as an Independent Director; (3) shall not be an officer or employee of the Company, either at the time of or following their appointment as Director; and (4) shall not be an officer or an employee or a board member of any Person engaged in a Restricted Business within the Restricted Territory (each as defined in the Share Purchase Agreement) (the “Director Nomination Right”); provided however, that at any time prior to the expiration of the Director Nomination Right Period, each of Marubeni and INCJ shall have the right to notify the Company, in writing, that, effective not earlier than the date of such written notice, MOL may exercise the Director Nomination Right set forth in this Section 2.01(a) in the place of, and not in addition to, either Marubeni or INCJ. For the avoidance of doubt, (i) the Director Nomination Right of a Shareholder shall terminate immediately upon the beneficial ownership of such Shareholder being less than 2,500,000 shares of Common Stock of the Company, and any sitting director of the Company nominated pursuant to such Shareholder’s stockholdersDirector Nomination Right shall resign from the Board upon the termination of the Director Nomination Right pursuant to which he or she was nominated; and (ii) paragraph (i) would apply also to MOL in the event that MOL would have the right to exercise the Director Nomination Right. In the event that the Nominating and Corporate Governance Committee determines in its good faith reasonable judgment that a nominee designated pursuant to the Director Nomination Right is not reasonably acceptable in accordance with the requirements of this Section 2.01(a), then the Nominating and Corporate Governance Committee shall provide the Shareholder that designated such nominee a written explanation of the basis for such decision. For the avoidance of doubt, if the Nominating and Corporate Governance Committee determines in its good faith reasonable judgment that a nominee designated pursuant to the Director Nomination Right is not reasonably acceptable in accordance with the requirements of this Section 2.01(a), then the Shareholder that designated such nominee shall be entitled to designate another nominee to serve on the Board. (b) After The initial director nominations shall be made not later than the ClosingCompletion Date, and, with respect to such initial nominations meeting the requirements set forth in this Section 2.01, the size Company and the Board shall cause such nominee(s) to be promptly appointed to the Board to serve until the completion of such director’s term or earlier resignation (including resignation in accordance with the provisions of this Section 2.01(b) or removal, provided however, that if an initial director nomination is not made by the Completion Date, such Shareholder having the Director Nomination Right shall have the right to exercise its Director Nomination Right at the next succeeding Nomination Deadline in accordance with this Section 2.01(b). Following the initial director nomination, the Company shall not give or send to its shareholders any notice of any meeting of shareholders at which a Shareholder is eligible to exercise its Director Nomination Right prior to the Nomination Deadline with respect to such meeting and shall include in such notice any nominee designated for appointment, election or re-election to the Board of which a Shareholder exercising the Director Nomination Right notifies the Company in writing not later than the Nomination Deadline, together with all information concerning such nominee reasonably requested by the Company, and upon the designation of a nominee for appointment made by each Nomination Deadline during the Director Nomination Right Period meeting the requirements set forth in this Section 2.01, the Company and the Board shall cause such nominee to be nominated by or at the direction of the Board (or any duly authorized committee thereof) and to be recommended for election at the annual meeting of shareholders for such fiscal year (or such other meeting of the shareholders of the Company convened for the election of directors) and, to the extent necessary, the Company shall initially solicit the votes of other shareholders of Common Stock in favor of the election of the Shareholder nominees to ensure their election to the Board. If for any individual fiscal year during the Director Nomination Right Period the Director Nomination Right is not exercised by a Shareholder, such Shareholder shall not forfeit their Director Nomination Right and may exercise such right during any successive fiscal year during the Director Nomination Right Period. The Board shall, in its sole discretion (acting reasonably) and in accordance with the Articles of Incorporation and Bylaws, determine the classification assignment of any Director so appointed or elected. For the avoidance of doubt, the second, third, fourth and fifth paragraphs of Article III, Section 3 of the Bylaws do not apply to the Director Nomination Right, and the Director Nomination Right shall be set at ten deemed a nomination by the Board pursuant to clause (10a) membersof the first paragraph of Article III, Section 3 of the Bylaws. (c) Subject to Section 2(a)During the Director Nomination Right Period, upon the death, resignation, retirement, disqualification or removal from and after the Closing Dateoffice (for any reason) of any Shareholder Director, the Company Shareholder nominating such Shareholder Director shall cause ▇▇▇▇▇▇▇ (orhave the right to designate any replacement for such Shareholder Director, if ▇▇▇▇▇▇▇ is unavailable subject to, and in accordance with, the Director Nomination Right provided in Section 2.01(a). For the avoidance of doubt, any Director Nomination Right exercised pursuant to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable this Section 2.01(c) shall not be subject to the Company) to be nominated by notice timing provisions of the Company preceding section, and promptly following receipt of written notice of any designated replacement for such Shareholder Director, the Board shall appoint such designee to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) class of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the CompanyDirectors previously including such former Shareholder Director. (d) The Purchaser Designee shall, when up for election, subject In the event that the Board (or a committee thereof) relies on Section 2.01(a) or Section 2.04 to exclude a nominee selected by a Shareholder pursuant to the terms hereof and applicable lawDirector Nomination Right from management’s slate of nominees (or otherwise takes adverse action with respect to any such Shareholder nominee, be the Company’s nominee including failing to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for recommend the election of directors shall include the Purchaser Designee and the recommendation of such Shareholder nominee), the Board in favor (or such committee thereof) shall afford the applicable Shareholder a reasonable opportunity to select a replacement nominee for inclusion on management’s slate of election of the Purchaser Designeenominees. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which During the Common Stock is listed for trading (as determined in good faith by the Board)Director Nomination Right Period, the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in that a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee Shareholder Director shall be entitled to the same rights, privileges and compensation for service on the Boardapplicable to all non-executive Directors generally or to which all such non-executive Directors are entitled, includingincluding any rights with respect to indemnification arrangements, without limitation, cash fees, stock options, deferred share units, restricted stock directors and officers insurance coverage and other equity similar protections and equity-related awardsexpense reimbursement. (f) Until the expiration of the Director Nomination Right Period, as each Shareholder shall not, and shall cause its Affiliates not to, nominate any person for appointment or election to the Board except in accordance with the provisions set forth herein. (g) The Board (or any committee thereof) shall have the right to nominate for election the remaining Directors that a Shareholder is provided not entitled to other non-employee directorsdesignate or nominate pursuant to Section 2.01(a). (h) The Company, in accordance with Article I of the Articles of Incorporation, shall as of the Completion Date, establish the number of directors constituting the entire Board at ten (10), and neither the Company and nor the Purchasers Board shall take or cause any action to be taken all lawful action necessary increase the size of the Board to ensure at all times as greater than ten (10) Directors during the Director Nomination Right Period without the affirmative vote of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions each Director nominated by a Shareholder pursuant to Section 2.01(a) of this Agreement and Agreement, provided that nothing contained herein shall prevent from the Transaction Documents Company from decreasing the size of the Board to below ten (10) Directors; provided that such decrease does not affect the tenure, term or other rights to serve as a member of the transactions contemplated hereby or therebyBoard of any person nominated by a Shareholder to serve on the Board in accordance with Agreement.

Board Representation. (ai) Each Stockholder agrees that it shall vote, or execute a written consent in lieu thereof with respect to all of the Securities beneficially owned or held of record by it or cause all of the Securities beneficially owned by it to be voted, or cause a written consent in lieu thereof to be executed, to elect a Board to be composed as follows: (A) Subject to Section 2.1(b)(ii) and (v), for so long as a Founder Group meets the Founder Group Minimum Ownership Condition, such Founder Group shall be entitled to designate one (1) director (each, a “Founder Designee”); provided that if (x) neither Founder Group meets the Founder Group Minimum Ownership Condition individually, but collectively, both Founder Groups Beneficially Own, in the aggregate, a number of Securities representing an Ownership Percentage of at least 5% and (y) neither Founder Group has made any Transfer other than Transfers to the Permitted Group of the Founder who is associated with such Founder Group then the Founder Groups (collectively) shall be entitled to designate one (1) director (a “Joint Founder Designee”), provided, further, that, if one Founder Group has made any Transfer other than Transfers to the Permitted Group of the Founder who is associated with such Founder Group but the other Founder Group has not, and the condition in clause (x) of the preceding proviso has been met, then the condition in clause (y) of the preceding proviso will be deemed to have been met and the Founder whose Founder Group has not made any Transfer other than Transfers to the Permitted Group of such Founder shall be entitled to designate such Joint Founder Designee; and (B) The Company Sponsor shall take all permissible corporate action such that on have the Closing Date right, but not the size obligation, to designate, and the individuals nominated for election as directors by or at the direction of the Board or a duly authorized committee of the Board shall be increased by one (1) memberinclude, a number of individuals such that, upon the election of each such individual, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed to the Board as a member of the class whose initial term expires each other individual nominated by or at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the size direction of the Board shall initially be set at ten (10) members. (c) Subject or a duly authorized committee of the Board, as a director of the Company and taking into account any director continuing to Section 2(a), from and after serve without the Closing Dateneed for re-election, the number of Blackstone Designees (as defined below) serving as directors of the Company will be equal to: (i) if the Sponsor and its affiliates collectively Beneficially Own 50% or more of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors; (ii) if the Sponsor and its Affiliates collectively Beneficially Own at least 40% (but less than 50%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors; (iii) if the Sponsor and its Affiliates collectively Beneficially Own at least 30% (but less than 40%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (iv) if the Sponsor and its Affiliates collectively Beneficially Own at least 20% (but less than 30%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 20% of the Total Number of Directors; and (v) if the Sponsor and its Affiliates collectively Beneficially Own at least 5% (but less than 20%) of the Common Stock as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors (in each case, each such person a “Blackstone Designee”). (each director so designated by a Founder Group or Sponsor, a “Designee”); provided that if a Founder Group is entitled to only one Designee, such Designee shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to be the applicable Founder of such Founder Group unless such Founder cannot serve on the BoardBoard due to death or disability; provided, further, that in the event a Founder Group is entitled to one Designee but the applicable Founder of such Founder Group cannot serve on the Board due to death or disability, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to Designee shall be nominated chosen by the Company other Founder, which individual must have relevant industry experience and such surviving Founder shall consult with the Blackstone Designees prior to choosing such Designee; provided, further, in the event both Founder Groups are entitled to each designate one Designee but both Founders are unable to serve on the Board (due to death or disability, each such directorDesignee shall be chosen by their respective Founder Groups, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares which individual must have industry experience and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee reasonably acceptable to the CompanyBlackstone Designees (such approval shall not be unreasonably withheld, conditioned or delayed). (dii) The Purchaser Designee shallSubject to Section 2.1(b)(i)(A), when up for electionif at any time a Founder Group fails to meet the Founder Group Minimum Ownership Condition, subject then such Founder Group’s right to the terms hereof designate, nominate and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for replace any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation member of the Board in favor of election of the Purchaser (other than a Joint Founder Designee. , if applicable) shall terminate and reduce to zero (e0) For so long as directors, and such membership does not conflict with any applicable law Founder Group agrees to promptly thereafter cause its Designee director to tender his or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of her immediate resignation from the Board. (fiii) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request In the Purchaser Designee to, as event that a vacancy is created on the case may be, resign, Board at any time with or without cause. Any vacancy caused by the death, disability, retirement, resignation or removal of any Designee director, only the Founder Group or Stockholder that designated such deceased, disabled, retired, resigning or removed Designee may designate another individual (the “Replacement Nominee”) to fill such vacancy and serve as a director on the Board and each Stockholder agrees that it shall vote, or execute a written consent in lieu thereof with respect to all of the Purchaser Designee shall Securities beneficially owned or held of record by it or cause all of the Securities beneficially owned by it to be voted, or cause a written consent in lieu thereof to be executed to elect such Replacement Nominee to the Board. (iv) Directors are subject to removal pursuant to the applicable provisions of the Certificate of Incorporation of the Company; provided, however, for as long as this Agreement remains in effect, (x) the Blackstone Designees may only be filled removed with another Purchaser Designee. Any vacancy created by any removal the consent of the Purchaser Sponsor, (y) each Founder Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also may only be filled removed with another Purchaser Designee. The Company shall not take any action to remove the Purchaser consent of the applicable Founder Group that designated such Founder Designee or fill a vacancy reserved for and (z) the Purchaser Joint Founder Designee may only be removed with the consent of both Founder Groups, in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee delivered in accordance with Section 2(c) above7.13 hereof. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The Company shall take all permissible corporate action such that shall, within 30 days after the date hereof, promptly cause one vacancy to be created on its Board of Directors (by increasing the Closing Date the size number of members of the Board of Directors or otherwise) and at such time shall cause one person designated by the Purchaser and that is reasonably acceptable to the Company to be selected to fill such vacancy; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be increased deemed to be acceptable to the Company. Such designee shall serve until the next succeeding annual meeting of stockholders of the Company to be held after such election. Notwithstanding the foregoing, at any time that the Purchaser does not continue to own at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (whether or not the Preferred Stock has been converted), such designee shall tender his or her resignation to the Company's Board of Directors at the next succeeding annual meeting of stockholders, whether or not such designee's term of office expires at such meeting. (b) Commencing with such next succeeding annual meeting of stockholders of the Company referred to in subsection (a) above and at each annual meeting of stockholders of the Company thereafter, so long as the Purchaser holds 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted)the Purchaser shall be entitled to designate one director who shall be acceptable to the Company to the Company's Board of Directors; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed to be acceptable to the Company. The Company shall cause such designee of the Purchaser to be included in the slate of nominees recommended by one (1) memberthe Board to the Company's stockholders for election as directors, and the Company shall use its reasonable best efforts to cause the election of such designee, including voting all shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such person. Notwithstanding the foregoing, at any time that the Purchaser does not continue to own at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (whether or not the Preferred Stock has been converted), such designee shall tender his or her resignation to the Company's Board of Directors at the next succeeding annual meeting of stockholders, whether or not such designee's term of office expires at such meeting. (c) In the event such designee of the Purchaser shall cease to serve as a director for any reason, other than by reason of the Purchaser not being entitled to designate a designee as provided in Section 1(a) or 1(b), the Company shall use its reasonable best efforts to cause the vacancy resulting thereby to be filled by a designee of the Purchaser that is reasonably acceptable to the Company; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed to be acceptable to the Company. (d) In addition to the rights granted pursuant to Section 1(a), (b) and (c) above, the Purchaser shall have the right to have a representative reasonably acceptable to the Company attend all portions of regular and special meetings of the Board of Directors of the Company not reserved for members of the Board of Directors of the Company only except to the extent counsel to the Company advises that such attendance or receipt of information thereat could jeopardize matters of attorney-client privilege or otherwise not be in the Company's best interests as a whole. Such representative shall agree in writing at the time of his or her designation that he or she shall be bound by the same fiduciary duties (including those relating to confidentiality) as apply to members of the Board. Such right is further conditioned upon the receipt of an agreement in writing pursuant to which such representative agrees to keep confidential all discussions held, and materials distributed, at the meeting of the Company's Board of Directors. The visitation rights set forth above shall include the right to receive the same notice and materials provided to Board and committee members. For the avoidance of doubt, it is understood and agreed that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed acceptable to the Company for purposes of this Section 1(d). (e) From and after the date hereof and so long as the Purchaser continues to hold at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (whether or not the Preferred Stock has been converted), at each annual or special stockholders meeting called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, MBF agrees to vote or otherwise give such stockholder's consent in respect of all shares of the capital stock of the Company (whether now or hereafter acquired) owned (whether jointly or severally) or, to the extent permitted by law, controlled (including shares held by the Estate of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to until distributed in accordance with Section 2(a2(f)), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated but excluding shares held by the Company to serve on the Board (such directorOverlook Estate Foundation, the “Purchaser Designee”) for so long as Inc. or the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Family Foundation (or an Affiliate thereofTrust) has beneficial ownership of Sharesby such stockholder, Warrants or Warrant Sharesand take all other appropriate action, in order to cause: (i) the aggregate, in an amount equal election to at least fifty percent the Board of Directors of the designee of the Purchaser pursuant to this Section 1; (50%ii) the removal from the Board of Directors (with or with- out cause) of any director elected in accordance with clause (i) above upon the Shares and Warrants issued written request of the Purchaser; and (iii) upon any vacancy in the Board as a result of any individual designated as provided in clause (i) above ceasing to be a member of the Board of Directors, whether by resignation or otherwise, the election to the Board of Directors as promptly as possible of an individual designated by the Purchaser that is reasonably acceptable to the Company; provided that each of T. ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇ and ▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee ▇▇▇▇▇ shall be deemed to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at No party hereto shall grant any time with proxy or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only enter into or agree to be filled with another Purchaser Designee. Any vacancy created bound by any removal voting trust with respect to shares of the Purchaser Designee capital stock held by it, nor shall any party hereto enter into any stockholder agreement or an election arrangement of ▇▇▇▇▇▇▇ any kind with respect to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take shares of capital stock held by it, which conflicts or is inconsistent in any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent manner with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or therebyAgreement.

Board Representation. (a) The Company Company, subject to its fiduciary duties under applicable state law, and each of the Stockholders agree and acknowledge that JEDI and/or its Permitted Transferees (defined below) shall take all permissible corporate action such that on have the Closing Date the size right, exercisable at any time and acting alone (or, if more than one, in concert with each other), to elect one or more members of the Board of Directors of the Company as determined below, until such time (the "Termination Date") as JEDI and/or its Permitted Transferees have transferred in the aggregate 1,340,405 shares of Common Stock to one or more persons other than Permitted Transferees. The number of directors that JEDI and/or its Permitted Transferees shall be increased entitled to elect shall be that number of directors that represents a percentage of the entire Board of Directors at the time of election that is as close as possible to the percentage of outstanding shares of Common Stock then held collectively by JEDI and/or its Permitted Transferees. In calculating that percentage, the number of outstanding shares of Common Stock held by JEDI and/or its Permitted Transferees shall not exceed 1,340,405 shares less any number of shares theretofore transferred by JEDI and/or its Permitted Transferees to one (1) memberor more persons other than Permitted Transferees. In no case before the Termination Date shall JEDI and/or its Permitted Transferees be entitled to elect less than one director. Any director elected by JEDI and/or its Permitted Transferees pursuant to this Section 1 may be removed only by JEDI and/or its Permitted Transferees and any vacancy resulting from the resignation, removal or death of any director elected by JEDI and/or its Permitted Transferees may be filled only by JEDI and/or its Permitted Transferees, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) neither the Company nor any Stockholder other than JEDI and/or its Permitted Transferees shall be appointed take any action to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholdersremove any such director or fill any such vacancy. (b) After In order to facilitate the Closingrights of JEDI and/or its Permitted Transferees set forth in paragraph (a) of this Section 1, the size each of the Board Stockholders other than JEDI hereby grants to JEDI its proxy, which (being coupled with an interest) shall initially be set irrevocable, to take any of the following actions, either by written consent or at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to a meeting of the Company's stockholders: (i) to be nominated elect the number of directors that JEDI and/or its Permitted Transferees are entitled to elect pursuant to paragraph (a) of this Section 1; (ii) to remove a director elected by the Company JEDI and/or its Permitted Transferees; and (iii) to serve fill any vacancy on the Board of Directors resulting from the removal, resignation or death of a director elected by JEDI and/or its Permitted Transferees. The proxy granted hereby shall terminate upon the termination of JEDI's and/or its Permitted Transferees's right to elect directors pursuant to paragraph (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%a) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company1. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) Effective as of the Initial Investment Closing Date, the Purchaser shall be allowed one representative (the “Perseus Observer”) of its choice, who shall be J▇▇▇ ▇▇▇, M▇▇▇▇▇▇ ▇▇▇▇▇▇ or another person reasonably acceptable to the Board, to attend all meetings of the Board in a nonvoting capacity. In connection therewith, the Company shall provide the Perseus Observer with copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board. Notwithstanding the foregoing, the Purchaser shall not be entitled to exercise the Perseus Observer rights set forth herein at any time that a Perseus Director is then serving on the Board; provided, however, that the Company reserves the right to exclude such Perseus Observer from access to any material or meeting or portion thereof if the Company in good faith believes that such exclusion is necessary to preserve the attorney-client privilege or for other similar reasons. This right shall expire at such time that the Company has repaid the Senior Secured Note in full and the Perseus Ownership Percentage falls below 5%. (b) Effective as of the Subsequent Investment Closing, the Company shall take all actions within its control to provide the Purchaser with the representation on the Board contemplated by this Section 5.6, including without limitation appointing the Requisite Number of representatives identified by the Purchaser to the Board, granting one Perseus Director the rights contemplated by clause (ii) of this Section 5.6(b), and, unless the Board determines in good faith that doing so would be inconsistent with its fiduciary duties under applicable Law, nominating representatives identified by the Purchaser for election as directors of the Company at any meeting of the Company’s stockholders at which such directors will be elected, recommending their election to the Board, and soliciting and voting proxies in favor of their election. (i) The “Requisite Number” of Perseus Directors shall be the number of directors, rounded up to the next whole number, necessary for the Purchaser’s percentage representation on the Board to be at least equal to the percentage of the Company’s then outstanding Common Shares the Purchaser and its Affiliates hold assuming the conversion of the Senior Secured Convertible Note and the exercise of all Warrants (the “Perseus Ownership Percentage”). The Purchaser shall promptly notify the Company in writing when the Requisite Number of Perseus Directors increases or decreases following the Subsequent Investment Closing, along with information about its holdings reasonably sufficient for the Company to verify the Perseus Ownership Percentage, and the Requisite Number shall not be deemed to have changed until Perseus shall have given that notice. Notwithstanding this provision, the Requisite Number shall become zero at such time as the Perseus Ownership Percentage falls below 5%. In the event (i) the Requisite Number of Perseus Directors constitutes a majority of the members of the Board and (ii) it is necessary for one of such Perseus Directors to be “independent” within the definition of such term contained in Nasdaq Rule 4200(a)(15) (or any successor rule) for the Company to be in compliance with applicable Nasdaq Rules, Perseus shall select one Perseus Director who is “independent” under such rule. (ii) At least one Perseus Director shall have the right to attend and participate fully in a non-voting capacity in all meetings of each of the Board’s Nominating and Corporate Governance and Compensation Committees, or any equivalent committees, including receipt of all information provided to Committee members; provided, however, that the Company reserves the right to exclude such Perseus Director from access to any material or meeting or portion thereof if the Company in good faith believes, upon advice of counsel, that such exclusion is necessary to preserve the attorney-client privilege or for other similar reasons. (iii) The Purchaser shall timely notify the Company in writing of any Person designated by it pursuant to this Section 5.6 to stand as a nominee for election to the Board, and shall promptly furnish all information necessary for all required filings with the SEC. In the absence of any notice from the Purchaser, the Perseus Directors then serving and previously designated by the Purchaser shall be renominated. (iv) Any vacancy on the Board created by the resignation, removal, incapacity or death of any Perseus Director shall be filled by another Perseus Director in accordance with the terms of this Section 5.6 and Article II, Section 8 of the Company’s Bylaws. (c) Each Perseus Director shall be entitled to (i) the same compensation paid to other non-management directors of the Company, (ii) reimbursement for reasonable out-of-pocket expenses (including but not limited to travel and lodging) incurred in connection with the performance of his or her duties as a director (including attendance at meetings of the Board or any committees), (iii) directors’ liability insurance and (iv) indemnification in accordance with the Company’s Certificate of Incorporation, Bylaws and policies established by the Board for all directors generally. The Perseus Observer shall be entitled to reimbursement for reasonable out-of-pocket expenses (including but not limited to travel and lodging) incurred in connection with attendance at meetings of the Board. The Company shall pay all compensation and reimbursement for expenses provided for under this Section 5.6(c) to Perseus, L.L.C. at the address listed in Section 8.7 unless otherwise notified by the Purchaser. (d) The Company shall take all permissible corporate action such that on the Closing Date the size actions within its control so that, as of the Board shall be increased by one (1) member, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Initial Investment Closing, the size of the Board shall initially be set at ten (10) members. (c) Subject to Section 2(a), from and after is five After the Closing DateInitial Investment Closing, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on not permit the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to size of the Company) Board to be nominated by increased without the prior written consent of the Purchaser. (e) The obligations of the Company to serve on the Board under this Section 5.6 (other than under clause (c) of this Section 5.6) shall terminate at such director, the “Purchaser Designee”) for so long time as the ▇▇▇▇▇▇▇ Family Foundation (Purchaser and its Affiliates hold Common Shares or an Affiliate thereof) has beneficial ownership of Shares, Warrants other securities convertible into or Warrant Sharesexercisable for Common Shares that upon such conversion or exercise, in the aggregate, in an amount equal to at least fifty percent (50%) would represent less than 5% of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve outstanding Common Shares on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designeea fully-diluted basis. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The Company Company, subject to its fiduciary duties under applicable state law, and each of the Stockholders agree and acknowledge that JEDI and/or its Permitted Transferees (defined below) shall take all permissible corporate action such that on have the Closing Date the size right, exercisable at any time and acting alone (or, if more than one, in concert with each other), to elect one or more members of the Board of Directors of the Company as determined below, until such time (the "Termination Date") as JEDI and/or its Permitted Transferees have transferred in the aggregate 1,340,405 shares of Company Stock to one or more persons other than Permitted Transferees. The number of directors that JEDI and/or its Permitted Transferees shall be increased entitled to elect shall be that number of directors that represents a percentage of the entire Board of Directors at the time of election that is as close as possible to the percentage of outstanding shares of Common Stock then held collectively by JEDI and/or its Permitted Transferees. In calculating that percentage, the number of outstanding shares of Common Stock held by JEDI and/or its Permitted Transferees shall not exceed 1,340,405 shares less any number of shares theretofore transferred by JEDI and/or its Permitted Transferees to one (1) memberor more persons other than Permitted Transferees. In no case before the Termination Date shall JEDI and/or its Permitted Transferees be entitled to elect less than one director. Any director elected by JEDI and/or its Permitted Transferees pursuant to this Section 1 may be removed only by JEDI and/or its Permitted Transferees and any vacancy resulting from the resignation, removal or death of any director elected by JEDI and/or its Permitted Transferees may be filled only by JEDI and/or its Permitted Transferees, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) neither the Company nor any Stockholder other than JEDI and/or its Permitted Transferees shall be appointed take any action to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholdersremove any such director or fill any such vacancy. (b) After In order to facilitate the Closingrights of JEDI and/or its Permitted Transferees set forth in paragraph (a) of this Section 1, the size each of the Board Stockholders other than JEDI hereby grants to JEDI its proxy, which (being coupled with an interest) shall initially be set irrevocable, to take any of the following actions, either by written consent or at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to a meeting of the Company's stockholders: (i) to be nominated elect the number of directors that JEDI and/or its Permitted Transferees are entitled to elect pursuant to paragraph (a) of this Section 1; (ii) to remove a director elected by the Company JEDI and/or its Permitted Transferees; and (iii) to serve fill any vacancy on the Board of Directors resulting from the removal, resignation or death of a director elected by JEDI and/or its Permitted Transferees. The proxy granted hereby shall terminate upon the termination of JEDI's and/or its Permitted Transferees's right to elect directors pursuant to paragraph (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%a) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company1. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) The Company shall take all permissible corporate action such that on shall, within 30 days after the Closing Date Date, promptly cause one vacancy to be created on its Board of Directors (by increasing the size number of members of the Board of Directors or otherwise) and at such time shall be increased cause one person designated by one the Purchaser (1) memberunless, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed to after customary investigation of such Person's qualifications, the Board as a member of Directors reasonably determines in good faith that such Person is not qualified or acceptable under standards applied fairly and equally to all nominees) to be selected to fill such vacancy. Such designee shall serve until the class whose initial term expires at the 2016 next succeeding annual meeting of stockholders of the Company’s stockholdersCompany to be held after such election. (b) After Commencing with such next succeeding annual meeting of stockholders of the ClosingCompany referred to in Section 8.10(a), so long as the Purchaser holds 20% of the shares of Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted) the Purchaser shall be entitled to designate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Designation) one director to the Company's Board of Directors and, at relevant future annual meetings of the stockholders of the Company, a successor to replace such director upon expiration of his or her term. The Company shall cause such designee of the Purchaser (unless, after customary investigation of such Person's qualifications, the size Board of Directors reasonably determines in good faith that such Person is not qualified or acceptable under standards applied fairly and equally to all nominees) be included in the slate of nominees recommended by the Board to the Company's stock holders for election as directors, and the Company shall use its reasonable best efforts to cause the election of such designee, including voting all shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such person. Notwithstanding the foregoing, if the Purchaser has not designated a person pursuant to Section 8.10(a), or if the Purchaser is entitled to designate a director to the Company's Board of Directors by virtue of the first sentence of this Section 8.10(b) and the Purchaser does not designate one director to the Company's Board of Directors, the Purchaser shall be entitled to receive all notices and materials distributed to the members of the Board of Directors of the Company, and to designate one person who shall initially be set at ten (10) membersentitled to attend all meetings of the Board of Directors and committees thereof and to receive minutes of all such meetings upon preparation thereof. (c) Subject In the event such designee of the Purchaser shall cease to serve as a director for any reason, other than by reason of the Purchaser not being entitled to designate a designee as provided in Section 2(a8.10(a) or 8.10(b), from and after the Closing Date, the Company shall use its reasonable best efforts to cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) vacancy resulting thereby to be nominated filled by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) a designee of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the CompanyPurchaser. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading Purchaser shall have the rights granted pursuant to Sections 8.10(a), (as determined in good faith by the Board)b) and (c) above, the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right (in addition to enter into, such other rights) to have a representative attend all regular and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all special meetings of the Board or committees thereof or other Company related meetings of Directors of the Company. These visitation rights shall include the right to receive the same extent as all other members of the Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock notice and other equity and equity-related awards, as is materials provided to other non-employee directorsBoard and committee members. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.