Common use of Board Representation Clause in Contracts

Board Representation. (a) The Company shall at or prior to the Closing Date cause three vacancies, constituting a majority of the Board of Directors, to be created on its Board of Directors, and on the Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers to be elected to its Board of Directors. For at least two (2) years after the Closing Date, one member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons to the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute a majority of the Board of Directors. The Company shall cause such nominees of the Purchasers to be included in the slate of nominees recommended by the Board to the Company's stockholders for election as directors, and the Company shall use its best efforts to cause the election of such nominees, 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 persons. The Board of Directors shall appoint a Nominating Committee, consisting of the Chief Executive Officer of the Company, a director designated by the Purchaser and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees for election as directors at the first Annual Meeting of Stockholders following the Closing (which Annual Meeting shall occur not earlier than 180 days following the Closing Date). (c) In the event any nominee of the Purchasers shall cease to serve as a director for any reason, the Company shall use its best efforts to cause the vacancy resulting thereby to be filled by a nominee of the Purchasers.

Board Representation. (a) The Company Stockholders, collectively, shall at or prior have the right to the Closing Date cause three vacancies, constituting a majority of the Board of Directors, to be created on its Board of Directors, and on the Closing Date shall cause each of Messrs. designate either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇, as they may choose, for election to the Company's board of directors by such board at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders of the Company. Thereafter, if any one of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, who have been designated by the Purchasers Stockholders shall choose one of them to be elected to its Board of Directors. For at least two (2) years after the Closing Date, one member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the nominated for election of such persons to the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute a majority of and the Board of Directors. The Company shall agrees to cause such nominees of the Purchasers Stockholder so chosen to be included in the management's slate of nominees recommended by for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the Company's stockholders for election distribution of additional or different securities in respect of, the Common Stock as directorsa result of any recapitalization, and reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company shall use its best efforts agrees to cause the election whichever of such nominees, 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 persons. The Board of Directors shall appoint a Nominating Committee, consisting of the Chief Executive Officer of the Company, a director designated by the Purchaser and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇, which shall recommend two nominees for election as directors at the first Annual Meeting of Stockholders following the Closing (which Annual Meeting shall occur ▇ ▇▇▇▇▇▇▇ is not earlier than 180 days following the Closing Date). (c) In the event any nominee a member of the Purchasers shall cease Company's Board of Directors to serve be invited to attend meetings of the Company's Board of Directors as a director for any reason, an observer (so long as he is either an employee of the Company shall use its best efforts or is subject to cause the vacancy resulting thereby to be filled by a nominee noncompetition covenants of Article VII of the PurchasersPurchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors of the Company determines as to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriate.

Board Representation. (a) The Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 6,250,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall at or prior to support the Closing Date cause three vacancies, constituting a majority of the Board of Directors, to be created on its Board of Directorsnomination of, and on the Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers to be elected to its Board of Directors. For at least two (2) years after the Closing Date, one member of the Board of Directors shall be an independent director and one director shall be (or the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons nominating committee thereof), subject to the Board requirements of Directorsfiduciary duties under applicable law, to recommend and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute a majority of the Board of Directors. The Company shall cause such nominees of the Purchasers to be included include in the slate of nominees recommended by the Board to the Company's ’s stockholders for election as directorsdirectors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall use its best efforts have no obligation to support the nomination of or cause the election of such nominees, 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 persons. The Board of Directors shall appoint a Nominating Committee, consisting to include in the slate of the Chief Executive Officer of nominees recommended to the Company, a director designated by the Purchaser and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees ’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the first Annual time of the Election Meeting and the term(s) of Stockholders following such Investor Designee(s) as a director on the Closing (which Annual Meeting shall occur Board of Directors does not earlier than 180 days following the Closing Date). (c) expire at such Election Meeting. In the event any nominee that an Investor Designee resigns from his or her seat on the Board of the Purchasers shall cease Directors or is removed or otherwise fails to serve as become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be 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 the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use its reasonable best efforts to cause propose an Investor Designee sufficiently in advance of the vacancy resulting thereby date on which the proxy materials are to be filled mailed by a nominee the Company in connection with an Election Meeting to allow for inclusion of the Purchasersan Investor Designee in such proxy materials.

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 Company shall respective obligations of each party to effect the Merger are subject to the fulfillment at or prior to the Closing Date cause three vacancies, constituting a majority Effective Time of the Board following conditions: (i) if required by applicable law, the stockholders of Directorsthe Company shall have approved the Merger; provided, however, that the Parent and the Offeror shall vote all of their shares of Company Common Stock entitled to vote thereon in favor of the 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 created on in effect; provided, however, that each of the parties shall have used its Board of Directorsreasonable efforts to have any such decree, ruling, injunction or order vacated, and on (iii) all material governmental consents, orders and approvals legally required for the Closing Date consummation of the Merger shall cause each of Messrs. have been obtained and any waiting period (and any extension thereof) under the ▇▇▇▇▇ -▇▇▇▇, ▇▇▇▇ ▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by under antitrust laws of applicable jurisdictions outside the Purchasers to be elected to its Board of Directors. For at least two (2) years after the Closing Date, one member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons United States applicable to the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, Merger shall have expired or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute a majority of the Board of Directors. The Company shall cause such nominees of the Purchasers to be included in the slate of nominees recommended by the Board to the Company's stockholders for election as directors, and the Company shall use its best efforts to cause the election of such nominees, 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 persons. The Board of Directors shall appoint a Nominating Committee, consisting of the Chief Executive Officer of the Company, a director designated by the Purchaser and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees for election as directors at the first Annual Meeting of Stockholders following the Closing (which Annual Meeting shall occur not earlier than 180 days following the Closing Date)been terminated. (c) In the event any nominee of the Purchasers shall cease to serve as a director for any reason, the Company shall use its best efforts to cause the vacancy resulting thereby to be filled by a nominee of the Purchasers.

Board Representation. (a) The At the Closing, the Company shall at or prior to the Closing Date cause three vacancies, constituting a majority of the Board of Directors, to be created on its Board of Directors, and on the Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been appoint two Directors designated by the Purchasers to be elected to its Investor Shareholders for election by the Board and obtain resignations from two of the Directors that are not Independent Directors serving on the Board such that the Board shall consist initially of seven Directors. For at least two During the Term of this Agreement, (2i) years after the Closing DateInvestor Shareholders, one member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. acting as a group (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons to the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total by majority vote based on number of shares of Common Stock held), shall have the right to nominate for election to the Board two Directors to the Board for so long as the Investor Shareholder Group collectively owns of record a number of shares of Common Stock equal to at least 10% of the Company then outstanding Common Stock (the "Investor Directors"), (ii) the Existing Shareholders, acting as a group (by majority vote based on number of shares of Common Stock held), shall have the right to nominate for election to the Board two Directors to the Board for so long as the Existing Shareholder Group collectively owns of record a fully diluted basisnumber of shares of Common Stock equal to at least 10% of the then outstanding Common Stock (the "Existing Shareholder Directors") and (iii) the Investor Directors and the Existing Shareholder Directors shall jointly nominate three Independent Directors. In addition, in the Purchasers event that the Board (including at least one Investor Director and one Existing Shareholder Director) determines to increase the number of directors above seven, such additional directors shall be Independent Directors and shall be jointly nominated by the Investor Directors and the Existing Shareholder Directors. Any nomination for the replacement of (x) a Investor Director prior to the expiration of his or her respective term shall be made by the remaining Investor Director or, if no Investor Directors remain, by the Investor Shareholders, (y) an Existing Shareholder Director prior to the expiration of his or her respective term shall be made by the remaining Existing Shareholder Director or, if no Existing Shareholder Directors remain, by the Existing Shareholders or (z) an Independent Director prior to the expiration of his or her respective term shall be made jointly by the Investor Directors and the Existing Shareholder Directors; provided, however, that the current independent Directors shall be entitled to nominate (in addition serve through the earlier to any rights granted occur of their resignation or the expiration of their respective current terms and; provided, further that to the holders extent that the Board or any member thereof reasonably believes that it would be contrary to his, her or its fiduciary duties to the Company and its shareholders to nominate any Investor Director or Existing Shareholder Director to the Board or any Committee thereof, the Board, or any member thereof, may refuse to make such nomination and such refusal shall not be deemed a breach of Preferred this Agreement. (b) Subject to Section 2.1(a), the Company, the Investor Shareholders and the Existing Shareholders at all times shall take such action as may be reasonably required under applicable law to cause the Investor Shareholders' designee(s) and the Existing Shareholders' designee(s) to be elected to the Board. Furthermore, the Company hereby agrees, subject to Section 2.1(a), to (i) include each of the Director designees of the Investor Shareholders and the Existing Shareholders (which are up for election in accordance with the Bylaws of the Company) on each slate of nominees for election to the Board proposed by the Company and/or the Board (or any Committee thereof), (ii) recommend the election of the Director designees of the Investor Shareholders and the Existing Shareholders (which are up for election in accordance with the Bylaws of the Company) to the shareholders of the Company, and (iii) without limiting the foregoing, to otherwise use commercially reasonable efforts to cause the Director designees of the Investor Shareholders and the Existing Shareholders (which are up for election in accordance with the Bylaws of the Company) to be elected to the Board. (c) During the Term of this Agreement, one of the two Investor Directors shall be appointed as a member of the Compensation Committee of the Board and one of the Investor Directors shall have the right to attend all Audit Committee meetings; provided, however, that in the event that the Company is listed on The Nasdaq Stock Market (or such other national securities exchange on which the Common Stock is then listed or quoted for trading), then each Investor Director shall be qualified under the rules and regulations of the SEC and the Nasdaq Stock Market (or such other national securities exchange on which the Common Stock is then listed or quoted for trading) and the Company's guidelines (applied on a reasonable and uniform basis consistent with past practice) as in effect from time to time to serve as a member of the Compensation Committee. (d) During the Term of this Agreement, none of the following actions shall take place without the consent of at least one of the Investor Directors: (i) the issuance, redemption or purchase of equity or debt of the Company (including the issuance of warrants and/or the expansion of the Company's current stock option plan), excluding (x) issuances of equity or debt securities and the incurrence of debt in connection with Permitted Acquisitions (defined below), (y) the incurrence of debt in connection with inventory, equipment or lease financing in the ordinary course of business in any fiscal year in an amount not to exceed 5% of the Company's gross revenue calculated in accordance with GAAP, consistently applied (as set forth in financial statements filed with the Certificate SEC) for the prior fiscal year together with all then outstanding inventory, equipment or lease financings, and (z) debt incurred under lines of Amendment)credit or revolving credit facilities or any renewals, from time extensions, substitutions, refundings, refinancings or replacements of such indebtedness in an amount not to time, that number exceed the greater of directors to the amount outstanding on the date hereof and 5% of the Company's Board gross revenue calculated in accordance with GAAP, consistently applied (as set forth in financial statements filed with the SEC) for the prior fiscal year. (ii) the issuance of Directors that any omnibus stock plan which would constitute a majority permit the issuance to employees, officers or directors of the Board Company of Directors. The options for Company stock; provided however, that such consent shall cause such nominees not be required for the approval of an omnibus stock plan of up to 18% of the Purchasers number of shares of Common Stock outstanding on the Closing Date (after giving effect to the issuance of Common Stock pursuant to the Purchase Agreements), so long as such plan provides that (i) no more than 20% of the shares of Common Stock available for grant under such plan shall be included granted in any one calendar year, (ii) no more than 3.5% of the shares of Common Stock available for grant under such plan shall be granted to any one individual in any one calendar year, and (iii) no more than 50% of the shares of Common Stock granted under such plan in any given year shall be granted to the officers and directors of the Company or any of their respective Affiliates (excluding officers and directors of the Company who derive at least 50% of their cash compensation from the Company as sales commission). (As of the date hereof, the persons set forth on Schedule III derive at least 50% of their cash compensation from the Company as sales commission); or (iii) the creation of any new class of securities; or (iv) any Affiliate Transaction, other than Affiliate Transactions entered into prior to the date hereof and set forth on the Disclosure Schedules to the Investor Purchase Agreement on the terms in effect on the date hereof (including the repayment of debt in accordance with its terms in effect on the date hereof or accrued compensation as of the date hereof owed to Affiliates); or (v) changes to the certificate of incorporation or bylaws of the Company or the formation of new committees; or (vi) the entering into a merger, reorganization or sale of the Company or any of it Subsidiaries or the disposal of any significant portion of their respective assets, or the acquiring of any significant business or assets from another Person (whether by merger, asset or stock purchase or otherwise), other than mergers, acquisitions or other business combinations involving the acquisition of a business offering the same or complimentary services or products to those offered by the Company, provided that the aggregate purchase price for all such businesses in any 12-month period does not exceed 5% of the Company's gross revenue (calculated in accordance with GAAP, consistently applied, (as set forth in financial statements filed with the SEC) for the prior fiscal year ("Permitted Acquisitions"); or (vii) material changes to the business lines of the Company as in effect on the date hereof. (e) During the Term of this Agreement, (i) the Investor Shareholders agree to vote all shares of Common Stock then owned by such Investor Shareholder so as to elect to the Board the Investor Directors, the Existing Shareholder Directors and the Independent Directors during the Term of this Agreement pursuant to Section 2.1(a) hereof and (ii) each Existing Shareholder agrees to vote all shares of Common Stock then owned by such Existing Shareholder so as to elect to the Board the Existing Shareholder Directors, the Investor Directors and the Independent Directors during the Term of this Agreement pursuant to Section 2.1(a) hereof. In the event that the Board, acting in good faith in the slate exercise of nominees recommended by the Board its fiduciary duty, determines not to recommend to the Company's stockholders for election as directors, and the Company shall use its best efforts to cause the election of such nominees, 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 persons. The Board of Directors shall appoint a Nominating Committee, consisting of the Chief Executive Officer of the Company, a director designated by the Purchaser and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees for election as directors at the first Annual Meeting of Stockholders following the Closing (which Annual Meeting shall occur not earlier than 180 days following the Closing Date). (c) In the event any nominee of the Purchasers shall cease to serve elect as a director a designee of the Investor Shareholders or a designee of the Existing Shareholders, if the Investor Shareholders or the Existing Shareholders determine to solicit proxies from the Company's stockholders to vote for any reasonsuch nominee, the Company shall use its best efforts reimburse the Investor Shareholders Group or the Existing Shareholder Group, as the case may be, for their reasonable cost incurred in connection with the solicitation of such proxies. (f) If one or more Investor Directors serve as members of the Board at a time when the Investor Shareholders no longer have the right to designate a Director, promptly following a written request by a majority of the Board, the Investor Shareholders shall immediately cause the vacancy resulting thereby Investor Director(s) to be filled resign, as so requested. (g) If one or more Existing Shareholder Directors serve as members of the Board at a time when the Existing Shareholders no longer have the right to designate a Director, promptly following a written request by a nominee majority of the PurchasersBoard, the Existing Shareholders shall immediately cause the Existing Shareholder Director(s) to resign, as so requested.

Board Representation. (a) The Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall at or prior to support the Closing Date cause three vacancies, constituting a majority of the Board of Directors, to be created on its Board of Directorsnomination of, and on the Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers to be elected to its Board of Directors. For at least two (2) years after the Closing Date, one member of the Board of Directors shall be an independent director and one director shall be (or the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons nominating committee thereof), subject to the Board requirements of Directorsfiduciary duties under applicable law, to recommend and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute a majority of the Board of Directors. The Company shall cause such nominees of the Purchasers to be included include in the slate of nominees recommended by the Board to the Company's ’s stockholders for election as directorsdirectors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall use its best efforts have no obligation to support the nomination of or cause the election of such nominees, 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 persons. The Board of Directors shall appoint a Nominating Committee, consisting to include in the slate of the Chief Executive Officer of nominees recommended to the Company, a director designated by the Purchaser and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees ’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the first Annual time of the Election Meeting and the term(s) of Stockholders following such Investor Designee(s) as a director on the Closing (which Annual Meeting shall occur Board of Directors does not earlier than 180 days following the Closing Date). (c) expire at such Election Meeting. In the event any nominee that an Investor Designee resigns from his or her seat on the Board of the Purchasers shall cease Directors or is removed or otherwise fails to serve as become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be 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 the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use its reasonable best efforts to cause propose an Investor Designee sufficiently in advance of the vacancy resulting thereby date on which the proxy materials are to be filled mailed by a nominee the Company in connection with an Election Meeting to allow for inclusion of the Purchasersan Investor Designee in such proxy materials.

Board Representation. (a) The Company shall at or prior to the Closing Date promptly cause three vacancies, constituting a majority of the Board of Directors, two vacancies to be created on its Board of Directors, and on Directors (by increasing the Closing Date shall cause each number of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers to be elected to its Board of Directors. For at least two (2) years after the Closing Date, one member members of the Board of Directors or otherwise) and at the Initial Closing shall cause two persons designated by the Fund (unless, after customary investigation of such persons' qualifications, the Board of Directors reasonably determines in good faith that either or both of such persons is not qualified or acceptable under standards applied fairly and equally to all nominees) to be an independent director and one director shall be the Chief Executive Officer selected to fill such vacancies. One of the Companypersons designated by the Fund may, at the Fund's written election, be designated by an Additional Investor, but in no case shall the Holders of Preferred Stock collectively designate more than two persons to serve on the Board of Directors. Such designees shall serve until the next succeeding annual meeting of stockholders of the Company to be held after such election. (b) Commencing with the such next succeeding annual meeting of stockholders of the Company immediately following the election of such persons referred to the Board of Directorsin Section 8.10(a), and at each annual meeting of stockholders of the Company thereafter, (i) so long as the Purchasers hold (A) Fund holds 50% of the shares of Preferred Stock or Common Stock, Stock issued or (B) issuable upon conversion of the Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in (whether or not the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basisPreferred Shares have been converted) acquired by it under this Agreement, the Purchasers Fund shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of designate two directors to the Company's Board of Directors that would constitute a majority (one of whom at the Fund's written election may be designated by an Additional Investor) or (ii) so long as the Fund holds 25% of the shares of Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not such shares have been converted) acquired by it under this Agreement, the Fund shall be entitled to designate one director to the Company's Board of Directors, and, in either case, at relevant future annual meetings of the stockholders of the Company, a successor to replace any such director upon expiration of his or her term. The Company shall cause such nominees designees (unless, after customary investigation of any such person's qualifications, the Purchasers 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) to be included in the slate of nominees recommended by the 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 nomineesdesignees, 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 personsperson. The Notwithstanding the foregoing, if the Fund has not designated a person pursuant to Section 8.10(a), or if the Fund is entitled to designate a director or directors to the Company's Board of Directors shall appoint a Nominating Committee, consisting by virtue of the Chief Executive Officer first sentence of this Section 8.10(b) and the Fund does not designate at least one director to the Company's Board of Directors, the Fund shall be entitled to receive all notices and materials distributed to the members of the Board of Directors of the Company, a director designated by and to designate one person who shall be entitled to attend all meetings of the Purchaser Board of Directors and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees for election as directors at the first Annual Meeting committees thereof and to receive minutes of Stockholders following the Closing (which Annual Meeting shall occur not earlier than 180 days following the Closing Date)all such meetings upon preparation thereof. (c) In the event any nominee designee of the Purchasers Fund (or at the Fund's written election, by an Additional Investor) shall cease to serve as a director for any reason, other than by reason of the Fund not being entitled to designate a designee as provided in Section 8.10(a) or 8.10(b), the Company shall use its reasonable best efforts to cause the vacancy resulting thereby to be filled by a nominee designee of the PurchasersFund (or at the Fund's written election, by an Additional Investor).

Board Representation. (a) The Company shall at or Board of Directors shall, prior to the Closing Date cause three vacanciesClosing, constituting elect a majority total of four nominees designated in writing by the Investor (such persons, or replacements designated by the Investor, the "Board Nominees"), to the Board of Directors, to be created on its Board of Directorsallocated to Class I, and on the Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated Class II or Class III as specified by the Purchasers to be elected to its Board of DirectorsInvestor. For at least two (2) years after the Closing Date, one member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons to record date for which next follows the Board of DirectorsClosing Date, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers Investor shall be entitled to nominate (in addition to any rights granted present to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute or the nominating committee thereof a majority number of nominees for election to the class of directors up for election to the Board of Directors at such annual meeting equal to the number of Board Nominees in such class immediately prior to such election and the Company shall use its best efforts to cause the election to the Board of Directors of such Board Nominees. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to present to the Board of Directors or the nominating committee thereof two nominees for election to the Board of Directors at each annual meeting of stockholders of the Company. In the event of the death, disability, resignation or removal of a Board Nominee, the Investor shall designate a replacement for such director, which replacement the Company shall cause to be elected to the Board of Directors. . (b) The Company shall cause such nominees each Board Nominee designated for election to the Board of the Purchasers Directors pursuant to Section 5.02(a) to be included in the slate of nominees recommended by the Board of Directors to the Company's stockholders of the Company for election as directorsdirectors at the relevant annual meeting of the stockholders, and the Company shall use its best efforts to cause the election of each such nomineesBoard Nominee, including voting all shares for which the Company holds soliciting proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such personsperson. (c) Notwithstanding the foregoing provisions of this Section 5.02, the Investor shall not be entitled to designate Board Nominees for election to the Board of Directors in the event that (i) less than $130,000,000 in Stated Value of the Series A Preferred Stock is outstanding or (ii) the Investor and its Affiliates do not Beneficially Own, in the aggregate, more than 50% of the then outstanding shares of Series A Preferred Stock. In the event that the Investor shall not be entitled to designate Board Nominees for election to the Board of Directors, the Board Nominees shall resign from the Board of Directors no later than the thirtieth day after the day on which the Investor becomes aware that the aggregate Beneficial Ownership of it and its Affiliates is reduced below the threshold ownership level of Original Number of Series A Shares specified in this Section 5.02(c). If a Board Nominee does not resign on or prior to such thirtieth day as required pursuant to the immediately preceding sentence, a majority of the Board of Directors (excluding any Board Nominees) shall have the right to remove such Board Nominee from the Board of Directors. (d) If the Board of Directors shall determine in good faith in the exercise of its fiduciary duties, that nomination of any person designated by the Investor for election to the Board of Directors would be contrary to the best interests of the Company, then the Company shall promptly notify the Investor of such determination (either in person, if such determination shall be made at a Board of Directors meeting at which a Board Nominee is present or by telephone (promptly confirmed in writing), if such determination shall be made at a Board of Directors meeting at which a Board Nominee is not present) and thereafter the Investor shall have a period of no less than five Business Days to designate a new person for nomination for election to the Board of Directors as a Board Nominee. The Board of Directors shall appoint a Nominating Committee, consisting has approved the executives of the Chief Executive Officer of Investor set forth on Schedule 5.02(d) as Board Nominees for all purposes hereof as the Company, a director designated by the Purchaser and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees for election as directors at the first Annual Meeting of Stockholders following the Closing (which Annual Meeting shall occur not earlier than 180 days following the Closing Date)date hereof. (c) In the event any nominee of the Purchasers shall cease to serve as a director for any reason, the Company shall use its best efforts to cause the vacancy resulting thereby to be filled by a nominee of the Purchasers.

Board Representation. (a) The Company shall at or prior to From the Closing Date cause three vacancies, constituting a majority until XL no longer owns at least 20% of the Board principal amount of Directorsthe outstanding Debentures, (x) the Company shall cause all of the XL Designees (as defined below) to be created on its Board nominated for election to the board of Directors, and on the Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers to be elected to its Board of Directors. For at least two (2) years after the Closing Date, one member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders directors of the Company immediately following the election of such persons to the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute a majority of the Board of Directors. The Company shall cause such nominees of the Purchasers to be included in the slate of nominees recommended by the Board to the Company's stockholders for election as directors, next stockholders' meeting and the Company shall support and use its best efforts to cause the election of such nominees, including voting all shares for which individuals to the board of directors of the Company holds proxies and (unless otherwise directed by y) XL shall have the stockholder submitting right to request, and upon such proxy) or is otherwise entitled request the Company shall cause, the XL Designees to vote, in favor be elected to serve on the boards of the election directors of such persons. The Board of Directors shall appoint a Nominating Committee, consisting of the Chief Executive Officer each of the Company's direct and indirect Subsidiaries. In addition, all such XL Designees will be permitted to serve on any committees, including any executive committee of the board of directors of the Company and each Subsidiary, unless such XL Designee is not qualified therefor under applicable law, rule or regulation, in which event XL shall have the right to select one individual to observe all such meetings in substitution therefor. "XL Designees" shall mean a director number of individuals designated by XL equal to the Purchaser greater of (x) two and ▇▇(y) the number derived from multiplying the number of seats on the applicable board of directors times a fraction the numerator of which is the number of shares of Common Stock of the Company owned by XL (assuming conversion of all Debentures held by XL) and the denominator of which is the number of outstanding shares of Common Stock of the Company on a Fully Diluted Basis (rounding up in the case of any fractions). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇At any time while an XL Designee is not a member of the Company's and each such Subsidiary's boards of directors, which shall recommend two nominees at the sole discretion of XL, XL may appoint a representative of XL, and the Company and each such Subsidiary will permit such representative, to attend all meetings of the boards of directors of the Company and each such Subsidiary and any committees thereof. XL will continue to have the right to designate the XL Designees for election as or appointment to the boards of directors at the first Annual Meeting of Stockholders following the Closing (which Annual Meeting shall occur not earlier than 180 days following the Closing Date). (c) In the event any nominee of the Purchasers shall cease to serve as a director for Company and each such Subsidiary in lieu of any reason, the Company shall use its best efforts to cause the vacancy resulting thereby to be filled by a nominee representative of the PurchasersXL.

Board Representation. (a) The Company shall at or prior Not later than fifteen (15) days after the Closing Date, the Trust shall: (i) take all necessary action, if any, to increase the number of trustees of the Trust by two, and (ii), subject to the Closing Date cause three vacanciesNevada Gaming Approvals, constituting a majority nominate and support for election to the board of trustees of the Board of Directors, to be created on its Board of Directors, and on the Closing Date shall cause each of Messrs. ▇Trust ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ . ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ . ▇▇▇▇▇▇, who have been designated by the Purchasers to be elected to its Board of Directors. For at least two (2) years after the Closing Date, one member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons to the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, For so long as PRISA II shall maintain the Purchasers hold (A) shares of Common StockMinimum Share Ownership, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect PRISA II shall continue to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers shall be entitled to nominate (in addition to any rights granted designate, subject to the holders of Preferred Stock as set forth in the Certificate of Amendment)Nevada Gaming Approvals, from time one representative to time, that number of directors be nominated for election to the Company's Board board of Directors that would constitute a majority trustees of the Board of Directors. The Company shall cause such nominees of the Purchasers to be included in the slate of nominees recommended by the Board to the Company's stockholders for election as directorsTrust, and the Company Trust shall use its best efforts to cause the election board of such nominees, 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 trustees of the Trust to so nominate such designee, and to support such nomination along with the other nominees of management and the board of directors, for election to the board of such persons. The Board of Directors shall appoint a Nominating Committee, consisting trustees of the Chief Executive Officer Trust at any annual or special meeting of the Company, a director designated by shareholders of the Purchaser and ▇▇Trust called for the purpose of electing trustees. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ is the individual so designated by PRISA II as of the date of this Agreement. If the representative designated by PRISA II shall be elected to the board of trustees of the Trust, which such right of PRISA II shall recommend two nominees be suspended until such representative is up for re-election or the seat occupied thereby otherwise becomes vacant. Upon the death, disability, retirement, removal (with or without cause) or resignation of any such trustee designated by PRISA II, PRISA II shall have the right to designate a replacement for such individual to fill such capacity and serve as directors a trustee of the Trust for the remainder of the departing trustee's term, and the trustees of the Trust shall appoint such replacement individual to the board of trustees of the Trust to fill such vacancy. If PRISA II shall at any time fail to maintain the first Annual Meeting Minimum Share Ownership, then the rights granted to PRISA II by this Section 18.01 shall immediately terminate and the party designated by PRISA II, if then a Trustee of Stockholders following the Closing (which Annual Meeting Trust, shall occur not earlier than 180 days following the Closing Date)promptly resign such trusteeship. (c) In the event any nominee The election and removal of trustees of the Purchasers Trust shall cease at all times remain subject to serve as a director for any reason, the Company shall use its best efforts to cause the vacancy resulting thereby to be filled by a nominee terms and conditions of the PurchasersTrust's Constituent Documents. The provisions of this Section 18.01 shall survive Closing.

Board Representation. If S▇▇ ▇. ▇▇▇▇▇, Ph.D. ceases to serve as Chairman of the Board of Directors due to (a) The D▇. ▇▇▇▇▇’▇ resignation as a director due to a material adverse change to the condition of D▇. ▇▇▇▇▇ or any member of D▇. ▇▇▇▇▇’▇ immediate family or (b) a vote or written consent of stockholders of the Company, in which the requisite majority for approval of such removal by the stockholders of the Company does not include any stockholders who serve on the Board of Directors or who are Affiliates of any individuals who serve on the Board of Directors, the Company shall at promptly take any and all actions (including by increasing the size of the Board of Directors) as may be required under the laws of its state of incorporation, its certificate of incorporation and bylaws and any all other applicable laws set forth by any governmental authority in order to (i) cause, within five (5) Trading Days following D▇. ▇▇▇▇▇’▇ departure, (x) the election of two directors designated by Genesis, which designees shall be (A) independent under Section 5605(a)(2) of the rules of the Nasdaq Stock Market (the “Independence Rules”), (B) not existing stockholders of the Company on the date hereof and (C) persons with relevant experience in either the biotechnology, pharmaceutical or prior healthcare industries, to serve as members of the Closing Date cause three vacanciesBoard of Directors from the date hereof until such director designees’ resignation, constituting death, removal or disqualification (the “Genesis Designees”) and (y) the election of a majority chairman of the Board of Directors of the Company who qualifies as an independent director under the Independence Rules and (ii) until the Debentures are either repaid or converted in full, include the Genesis Designees as nominees for election or re-election as members of the Board of Directors, as the case may be, in the proxy statement to be created sent to any holders of the Company’s capital stock in connection with any annual or special meeting of such holders entitled to vote on its Board such matters if the re-election of Directors, and on the Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers to be elected to its Board of Directors. For at least two (2) years after the Closing Date, one member members of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons to proposed by the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisableDirectors in such proxy statement and, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basissuch instance, the Purchasers shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute a majority of the Board of Directors. The Company shall cause such nominees of the Purchasers to be included in the slate of nominees recommended by the Board to the Company's stockholders for election as directors, and the Company shall use its best efforts to cause the election of such nominees, 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 persons. The Board of Directors shall appoint a Nominating Committeerecommend to any such holders of its capital stock entitled to vote at such meeting in such proxy statement the election or re-election, consisting as applicable, of the Chief Executive Officer of the Company, a director designated by the Purchaser and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees for election as directors at the first Annual Meeting of Stockholders following the Closing (which Annual Meeting shall occur not earlier than 180 days following the Closing Date)Genesis Designees. (c) In the event any nominee of the Purchasers shall cease to serve as a director for any reason, the Company shall use its best efforts to cause the vacancy resulting thereby to be filled by a nominee of the Purchasers.

Board Representation. (a) The At the Closing, the Company shall at or prior to the Closing Date cause three vacancies, constituting a majority of the Board of Directors, to be created on its Board of Directors, and on the Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been appoint two Directors designated by the Purchasers to be elected to its Investor Shareholders for election by the Board and obtain resignations from two of the Directors that are not Independent Directors serving on the Board such that the Board shall consist initially of seven Directors. For at least two During the Term of this Agreement, (2i) years after the Closing DateInvestor Shareholders, one member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. acting as a group (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons to the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total by majority vote based on number of shares of Common Stock held), shall have the right to nominate for election to the Board two Directors to the Board for so long as the Investor Shareholder Group collectively owns of record a number of shares of Common Stock equal to at least 10% of the Company then outstanding Common Stock (the “Investor Directors”), (ii) the Existing Shareholders, acting as a group (by majority vote based on number of shares of Common Stock held), shall have the right to nominate for election to the Board two Directors to the Board for so long as the Existing Shareholder Group collectively owns of record a fully diluted basisnumber of shares of Common Stock equal to at least 10% of the then outstanding Common Stock (the “Existing Shareholder Directors”) and (iii) the Investor Directors and the Existing Shareholder Directors shall jointly nominate three Independent Directors. In addition, in the Purchasers event that the Board (including at least one Investor Director and one Existing Shareholder Director) determines to increase the number of directors above seven, such additional directors shall be Independent Directors and shall be jointly nominated by the Investor Directors and the Existing Shareholder Directors. Any nomination for the replacement of (x) a Investor Director prior to the expiration of his or her respective term shall be made by the remaining Investor Director or, if no Investor Directors remain, by the Investor Shareholders, (y) an Existing Shareholder Director prior to the expiration of his or her respective term shall be made by the remaining Existing Shareholder Director or, if no Existing Shareholder Directors remain, by the Existing Shareholders or (z) an Independent Director prior to the expiration of his or her respective term shall be made jointly by the Investor Directors and the Existing Shareholder Directors; provided, however, that the current independent Directors shall be entitled to nominate (in addition serve through the earlier to any rights granted occur of their resignation or the expiration of their respective current terms and; provided, further that to the holders of Preferred Stock as set forth in extent that the Certificate of Amendment)Board or any member thereof reasonably believes that it would be contrary to his, from time to time, that number of directors her or its fiduciary duties to the Company's Board of Directors that would constitute a majority of Company and its shareholders to nominate any Investor Director or Existing Shareholder Director to the Board of Directors. The Company shall cause such nominees of the Purchasers to be included in the slate of nominees recommended by the Board to the Company's stockholders for election as directors, and the Company shall use its best efforts to cause the election of such nominees, 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 persons. The Board of Directors shall appoint a Nominating Committee, consisting of the Chief Executive Officer of the Company, a director designated by the Purchaser and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees for election as directors at the first Annual Meeting of Stockholders following the Closing (which Annual Meeting shall occur not earlier than 180 days following the Closing Date). (c) In the event any nominee of the Purchasers shall cease to serve as a director for any reasonCommittee thereof, the Company Board, or any member thereof, may refuse to make such nomination and such refusal shall use its best efforts to cause the vacancy resulting thereby to not be filled by deemed a nominee breach of the Purchasersthis Agreement.

Board Representation. (a) The Company shall So long as at least 300,000 shares of Series A Preferred Stock (as adjusted for stock splits, stock dividends, recapitalizations and the like) are outstanding, the parties hereto agree to vote or prior act with respect to their shares so as to elect one (1) member of the Closing Date cause three vacancies, constituting a Company's Board of Directors designated by holders of the majority of the Board of DirectorsSeries A Preferred Stock, to whose initial designee shall be created on its Board of Directors, and on the Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇▇, (b) So long as at least 3,000,000 shares of Series B and Series C Preferred Stock (as adjusted for stock splits, stock dividends, recapitalizations and the like) are outstanding, the parties hereto agree to vote or act with respect to their shares so as to elect (i) two (2) members of the Company's Board of Directors designated by the holders of the majority of then-outstanding Series B and Series C Preferred Stock (the "Series B and Series ------------------- C Directors"), whose initial designees shall be ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇; ----------- and (ii) one (1) member of the Company's Board of Directors nominated by the Series B and Series C Directors and approved by a majority of the Company's Board of Directors other than the Series B and Series C Directors, whose initial designee shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers to be elected to its Board of Directors. For ▇. (c) So long as ▇▇▇▇ South holds at least two (2) years after 75% of the Closing DateSeries C Preferred Stock purchased by it, the parties hereto agree to vote or act with regard to their shares so as to elect one member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons to the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute a majority of the Board of Directors. as designated by BellSouth. (d) The Company shall cause such nominees of the Purchasers parties hereto agree to be included in the slate of nominees recommended by the Board vote or act with respect to the Company's stockholders for election their shares so as directors, and the Company shall use its best efforts to cause the election of such nominees, 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 persons. The Board of Directors shall appoint a Nominating Committee, consisting of elect the Chief Executive Officer of the Company, a director designated by the Purchaser and ▇▇. who is ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees for election ▇ as directors at the first Annual Meeting of Stockholders following the Closing (which Annual Meeting shall occur not earlier than 180 days following the Closing Date). (c) In the event any nominee of the Purchasers date of this Agreement, provided, however, that such person shall cease to serve resign as a director for any reasonupon termination or resignation as Chief Executive Officer, the Company shall use its best efforts to cause the vacancy resulting thereby such resignation to be filled effective upon termination or resignation from such office, without further action by a nominee of the Purchaserssuch person.

Board Representation. (a) The Company Stockholders, collectively, shall at or prior have the right to the Closing Date cause three vacancies, constituting a majority of the Board of Directors, to be created on its Board of Directors, and on the Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇designate either Leon▇▇▇ ▇▇▇▇▇▇▇ ▇▇ Eric ▇▇▇▇▇▇▇, ▇▇ they may choose, for election to the Company's board of directors by such board at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders of the Company. Thereafter, if any one of Leon▇▇▇ ▇▇▇▇▇▇▇ ▇▇ Eric ▇▇▇▇▇▇▇ (▇) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both Leon▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Eric ▇▇▇▇▇▇▇ ▇▇▇▇▇▇t the Board Qualifications, who have been designated by the Purchasers Stockholders shall choose one of them to be elected to its Board of Directors. For at least two (2) years after the Closing Date, one member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the nominated for election of such persons to the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute a majority of and the Board of Directors. The Company shall agrees to cause such nominees of the Purchasers Stockholder so chosen to be included in the management's slate of nominees recommended by for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the Company's stockholders for election distribution of additional or different securities in respect of, the Common Stock as directorsa result of any recapitalization, and reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company shall use its best efforts agrees to cause the election whichever of such nominees, 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 persons. The Board of Directors shall appoint a Nominating Committee, consisting of the Chief Executive Officer of the Company, a director designated by the Purchaser and ▇▇. ▇▇▇Leon▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Eric ▇▇▇, which shall recommend two nominees for election as directors at the first Annual Meeting of Stockholders following the Closing (which Annual Meeting shall occur ▇▇▇▇ ▇▇ not earlier than 180 days following the Closing Date). (c) In the event any nominee a member of the Purchasers shall cease Company's Board of Directors to serve be invited to attend meetings of the Company's Board of Directors as a director for any reason, an observer (so long as he is either an employee of the Company shall use its best efforts or is subject to cause the vacancy resulting thereby to be filled by a nominee noncompetition covenants of Article VII of the PurchasersPurchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors of the Company determines as to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriate.

Board Representation. (a) The Company shall at or prior to shall, within 30 days after the Closing Date date hereof, promptly cause three vacancies, constituting a majority of the Board of Directors, one vacancy to be created on its Board of Directors, Directors (by increasing the number of members of the Board of Directors or otherwise) and on the Closing Date 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 Messrs. T. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers ▇ shall be deemed to be elected acceptable to its Board the Company. Such designee shall serve until the next succeeding annual meeting of Directorsstockholders of the Company to be held after such election. For Notwithstanding the foregoing, at any time that the Purchaser does not continue to own at least two (2) years after the Closing Date, one member 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 shall be an independent director and one director shall be at the Chief Executive Officer next succeeding annual meeting of the Companystockholders, whether or not such designee's term of office expires at such meeting. (b) Commencing with the such next succeeding annual meeting of stockholders of the Company immediately following the election of such persons referred to the Board of Directors, in subsection (a) above and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) Purchaser holds 20% of the shares of Class A Common Stock, Stock issued or (B) issuable upon conversion of the Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in (whether or not the aggregate represent 25% or more of Preferred Shares have been converted) the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers Purchaser shall be entitled to nominate (in addition to any rights granted designate one director who shall be acceptable to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors Company to the Company's Board of Directors Directors; provided that would constitute a majority each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed to be acceptable to the Board of DirectorsCompany. The Company shall cause such nominees designee of the Purchasers Purchaser to be included in the slate of nominees recommended by the 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 nomineesdesignee, 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 personsperson. The 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 shall appoint a Nominating Committee, consisting of the Chief Executive Officer of the Company, a director designated by the Purchaser and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees for election as directors at the first Annual Meeting next succeeding annual meeting of Stockholders following the Closing (which Annual Meeting shall occur stockholders, whether or not earlier than 180 days following the Closing Date)such designee's term of office expires at such meeting. (c) In the event any nominee such designee of the Purchasers 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 nominee designee of the PurchasersPurchaser 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (until distributed in accordance with Section 2(f)), but excluding shares held by the Overlook Estate Foundation, Inc. or the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Family Trust) by such stockholder, and take all other appropriate action, in order to cause: (i) the election to the Board of Directors of the designee of the Purchaser pursuant to this Section 1; (ii) the removal from the Board of Directors (with or without cause) of any director elected in accordance with clause (i) above upon the 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. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed to be acceptable to the Company. (f) No party hereto shall grant any proxy or enter into or agree to be bound by any voting trust with respect to shares of capital stock held by it, nor shall any party hereto enter into any stockholder agreement or arrangement of any kind with respect to shares of capital stock held by it, which conflicts or is inconsistent in any manner with the provisions of this Agreement.

Board Representation. (ai) The Company Purchaser shall at or prior increase the number of authorized directors from 8 to 9 and cause one person designated by the Closing Date cause three vacancies, constituting a majority of Funds to be elected to fill the vacancy created on the Board of DirectorsDirectors of the Purchaser, to be created on effective upon the Closing Date. Thereafter, in the event that the Purchaser shall increase the number of members of its Board of Directors, and the Funds shall be entitled to have a number of representatives on the Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers to be elected to its Board of Directors. For at least two (2) years after the Closing Date, one member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with Purchaser so that the annual meeting of stockholders of the Company immediately following the election of such persons to Funds representation on the Board of Directors, and at each annual meeting of stockholders Directors of the Company thereafter, so long as Purchaser shall equal a number of directors equal to the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more product of the total number of shares directors on such Board multiplied by the percentage of the outstanding Purchaser Common Stock of that is beneficially owned by the Company then outstanding Funds (other than shares purchased by the Funds from any person other than the Purchaser) on a fully diluted basisbasis (including the shares of Purchaser Common Stock issuable upon conversion of the Purchaser Convertible Preferred Stock) provided, however, that such calculation shall be rounded to the nearest whole number of directors; provided, further, that, unless otherwise provided in Section 4.1(a)(ii), irrespective of the above calculation, the Purchasers Funds shall have at least one designee on the Board of Directors of the Purchaser. In the event that the Funds are entitled to designate more than one person to serve on the Purchaser's Board of Directors, the Funds' designees shall be entitled to nominate allocated among the Purchaser's classes of directors as equally as possible. (in addition to any rights granted to ii) If the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors designated by the Funds is increased to greater than one pursuant to Section 4.11(a)(i), then the CompanyPurchaser agrees that as long as the Funds continue to beneficially own in the aggregate a number of shares of the Purchaser Common Stock equal to at least 50% of the outstanding Purchaser Common 52 46 Stock beneficially owned by the Funds immediately following the Closing, which calculation shall be made as appropriate to take into account any conversions, reclassifications, reorganizations, in-kind dividends, splits, reverse splits and similar events that may occur with the Purchaser Common Stock, at all meetings of the stockholders of the Purchaser at which members of the Purchaser's Board of Directors that would constitute a majority of are elected, the Board of Directors. The Company Purchaser shall cause such nominees of the Purchasers to be included in the slate of nominees recommended by the Board to the Company's stockholders nominate for election as directorsa director as part of the management slate, a number of persons designated by the Funds such that if such persons were elected as directors the number of directors of the Purchaser designated by the Funds pursuant to this Section would equal the number of directors as determined pursuant to Section 4.11(a)(i). The Purchaser also agrees that as long as the Funds continue to beneficially own in the aggregate a number of shares of the Purchaser Common Stock equal to at least 33 1/3% but less than 50% of the Purchaser Common Stock beneficially owned by the Funds immediately following the Closing, which calculation shall be made as appropriate to take into account any conversions, reclassifications, reorganizations, in-kind dividends, splits, reverse splits and similar events that may occur with the Company Purchaser Common Stock, at all meetings of the stockholders of the Purchaser at which members of the Purchaser's Board of Directors are elected, the Purchaser shall use its best efforts nominate for election as a director as part of the management slate, one person designated by the Funds unless a person designated by the Funds pursuant to cause this Section is serving as a director of the Purchaser and such person's term will not expire in connection with such shareholder meeting. The Purchaser agrees to provide the same type of support for the election of such nominees, 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 designees of the election of such persons. The Board of Directors shall appoint a Nominating Committee, consisting Funds as directors of the Chief Executive Officer of the CompanyPurchaser, a director designated by the Purchaser its affiliates and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees its management provides to other persons standing for election as directors at of the first Annual Meeting parent as part of Stockholders following the Closing (which Annual Meeting shall occur not earlier than 180 days following the Closing Date). (c) management slate. In the event that any nominee designee of Purchaser for election to the Purchasers Purchaser's Board of Directors pursuant to the foregoing provisions shall cease to serve as a director for any reasonreason (other than the failure of the stockholders of Purchaser to elect such person as a director), the Company shall use its best efforts to cause the vacancy resulting thereby to therefrom shall be filled by a nominee designee of the PurchasersFunds. (iii) As long as the Funds have the right to designate at least one nominee to the Board of Directors of the Company, unless otherwise agreed by the Funds, each Committee of the Purchaser's Board of Directors will contain at least one member designated by the Funds. (iv) The Purchaser shall furnish to the Funds' designee or designees, as the case may be, on the Purchaser's Board of Directors all information that is provided to the other members of the Board of Directors of the Purchaser. (v) The Purchaser and the Funds agree that any breach of this Section 4.11 would cause irreparable injury to the Funds and that money damages will be an inadequate remedy for any breach or threatened breach of the agreements described in this Section 4.11. The Purchaser agrees that in the event of a breach or a threatened breach of the agreements described in this Section 4.11, the Funds shall, in addition to other rights and remedies existing in their favor, be entitled to specific performance 53 47 and/or injunctive relief in order to enforce, or prevent any violations of, the provisions of this Section 4.11 (without the posting of a bond or other security).

Board Representation. (a) The Company shall at or prior In connection with the Asset Purchase Agreement and the agreement of Purchaser to the Closing Date cause three vacanciestransfer of certain material agreements to the Company from PetStore, constituting a majority the Company hereby acknowledges that as of the date of this Agreement (i) the authorized size of the Board of DirectorsDirectors of the Company is five members, to be created on its (ii) the members of the Board of Directors, and on the Closing Date shall cause each of Messrs. Directors are Juli▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇hn ▇▇ . ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers to be elected to its Board of Directors. For at least two (2) years after the Closing Date, one member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons to the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute a majority of the Board of Directors. The Company shall cause such nominees of the Purchasers to be included in the slate of nominees recommended by the Board to the Company's stockholders for election as directors, and the Company shall use its best efforts to cause the election of such nominees, 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 persons. The Board of Directors shall appoint a Nominating Committee, consisting of the Chief Executive Officer of the Company, a director designated by the Purchaser and ▇▇rk ▇. ▇▇▇▇▇▇ ▇▇▇ John ▇. ▇▇▇▇▇▇, which (▇ii) there is one vacancy on the Company's Board of Directors, and (iv) the Company's By-laws authorize Board members to fill vacancies on the Board of Directors without shareholder approval. The Company hereby agrees that on the Closing Date, the Company's Board of Directors will fill the vacancy on the Board with the Purchaser's designee who shall recommend two be Michela English or such other reasonable candidate (who shall be at the level of senior vice president of Purchaser or higher) designated by the Purchaser ("Purchaser Designee") and that the Purchaser Designee shall have all the rights associated with being a Board member, including but not limited to, the right to vote at meetings of the Board; and that at the Company's next annual meeting of shareholders, the Purchaser Designee shall be included in the Company's slate of nominees for election as directors to the Board at the first Annual Meeting meeting of Stockholders following shareholders. The Company will also obtain prior to Closing a voting agreement reasonably satisfactory to Purchaser and effective as of the Closing (which Annual Meeting shall occur not earlier than 180 days following the Closing Date). (c) In the event any nominee from a majority of the Purchasers shall cease holders of its voting stock (determined based on the number of shares of voting stock outstanding after Closing) under which such holders will agree to serve as a director for any reason, vote all shares of the Company's voting stock held by them at each annual and special meeting at which directors of the Company shall use its best efforts to cause the vacancy resulting thereby are to be filled by a nominee elected to appoint the Purchaser Designee to the Company's Board of Directors. The voting agreement will terminate on the earlier of (i) the date on which the Tenancy and Promotion Agreement entered into between the Company and Purchaser as of the Purchaserssame date as this Agreement is terminated, (ii) the date on which Purchaser has transferred, sold or otherwise disposed of more than twenty-five percent (25%) of the shares of Pets.▇▇▇ ▇▇▇mon Stock originally acquired by it from Pets▇▇▇▇.▇▇▇, ▇▇c. upon distribution, if any, of those shares of Pets.▇▇▇ ▇▇▇mon Stock received by Pets▇▇▇▇.▇▇▇ ▇▇▇er the Asset Purchase Agreement, excluding for the purposes of this calculation any shares Purchaser has pledged to Imperial Creditcorp, Inc.under a guarantee agreement, or (iii) the consummation of the sale of all or substantially all of the Company's assets or a merger, reorganization or other recapitalization or transaction or series of related transactions in which the Company's stockholders prior to such transaction hold less than 50% of the voting power.

Board Representation. (a) The Company shall at or prior to will, within ten days following the Closing Date execution of this Agreement, cause three vacancies, constituting a majority of the Board of Directors, to be created on its Board of Directors, and on the Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇. ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers to be elected to its Board of Directors. For at least two (2) years after the Closing Date, one member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons to the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute a majority of the Board of Directors. The Company shall cause such nominees of the Purchasers to be included in the slate class of nominees recommended by directors with a term expiring at the Board to annual meeting of the Company's stockholders for election as directorsshareholders to be held in 2000, and the Company shall use its best efforts to cause the election of such nominees, 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 persons. The Board of Directors shall appoint a Nominating Committee, consisting of the Chief Executive Officer of the Company, a director designated by the Purchaser and if ▇▇. ▇▇▇▇▇▇▇▇▇ (or, if any additional director is elected to the Company's Board of Directors pursuant to the next two sentences prior to the annual meeting of the Company's shareholders to be held in 1999, such additional director) is not elected as a director at the annual meeting of the Company's shareholders to be held in 1999, then the Company will promptly after such meeting cause ▇▇. ▇▇▇▇▇▇▇▇▇ (and such additional director, if applicable) to be elected to the Company's Board of Directors in such class of directors. At any time prior to March 1, 2000, ▇▇. ▇▇▇▇▇▇▇▇▇ may serve notice on the Company to the effect that the Shareholders desire to cause the election of an additional member to the Company's Board of Directors, which notice shall specify three individuals who are qualified to serve as members of the Company's Board of Directors and who are neither affiliates nor associates of any of the Shareholders (and who shall agree to resign as a member of the Board of Directors of the Company and NewCo (as defined below) if required by the terms of this Agreement and the NewCo Agreement (as defined below)). In such event, the Company will, within 20 days following receipt of such notice, cause one of such individuals to be elected to the Company's Board of Directors, with a term coincident with ▇▇. ▇▇▇▇▇▇▇▇▇'▇ term as a member of the Company's Board of Directors. If during the term of this Agreement the Company effects a spin-off or similar distribution to its shareholders of its Color Printing and Imaging Products business (such newly formed spun-off or distributed entity, which "NewCo"), then (i) immediately prior to consummation of such spin-off or other distribution and subject to the entering into of a shareholder agreement among NewCo and the Shareholders on terms substantially identical to the terms of this Agreement (the "NewCo Agreement"), the Company will cause ▇▇. ▇▇▇▇▇▇▇▇▇ to be elected to NewCo's Board of Directors, with a term ending on the expiration of such shareholder agreement (and, if an additional director shall recommend two nominees for election be elected to the Company's Board of Directors as directors provided above, such additional director shall be elected to NewCo's Board of Directors at the first Annual Meeting later of Stockholders following ▇▇. ▇▇▇▇▇▇▇▇▇'▇ election to NewCo's Board of Directors or such additional director's election to the Closing Company's Board of Directors, with a term coincident with ▇▇. ▇▇▇▇▇▇▇▇▇'▇ term as a member of NewCo's Board of Directors) And (which Annual Meeting ii) NewCo and the Shareholders shall occur not earlier than 180 days following enter into the Closing Date)Newco Agreement prior to effecting such transaction. (cb) In If the event any nominee Company elects not to nominate ▇▇. ▇▇▇▇▇▇▇▇▇ (and, if applicable, the additional director referred to in paragraph (a) of this Section 4) for reelection to the Company's Board of Directors at the annual meeting of the Purchasers shall cease Company's shareholders to serve be held in 2000 or the Company's Board of Directors determines that it does not wish ▇▇. ▇▇▇▇▇▇▇▇▇ (or such additional director) to continue as a director for any reasonmember thereof following the annual meeting of the Company's shareholders to be held in 2000, the Company shall use its best efforts serve notice on ▇▇. ▇▇▇▇▇▇▇▇▇ to cause such effect at least 20 days prior to the vacancy resulting thereby last day on which shareholders of the Company are entitled to give notice to the Company with respect to such meeting under the provisions of the Company's By-laws relating to shareholder nomination of directors. In the event that such notice is given, ▇▇. ▇▇▇▇▇▇▇▇▇ (and any such additional director) may, at his election, serve written notice of his resignation as a member of the Company's Board of Directors (to take effect immediately upon receipt of such notice by the Company), and if for any reason ▇▇. ▇▇▇▇▇▇▇▇▇ (or any such additional director) is a member of the Company's Board of Directors immediately following the annual meeting of the Company's shareholders to be filled by held in 2000 other than as a nominee result of such person having been elected as a member of the PurchasersCompany's Board of Directors at such annual meeting, then such person shall immediately resign as a member of the Company's Board of Directors. If ▇▇. ▇▇▇▇▇▇▇▇▇ and any such additional director resign following the giving of the notice referred to above and prior to the termination of this Agreement, then immediately upon the effectiveness of such resignations all provisions of this Agreement shall cease and be of no further force and effect, except that the Ownership Cap Provision shall remain in full force and effect for 30 days following the date of effectiveness of such resignations.

Board Representation. (a) The Company Board of Directors shall at or elect a total of three nominees designated in writing by the Investor prior to the Closing Date cause three vacancies(such persons, constituting a majority of or replacements designated by the Investor, the "INVESTOR NOMINEES"), to the Board of Directors, to be created on its Board Directors effective as of Directors, and on the Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers to be elected to its Board of Directors. For at least two (2) years after the Closing Date, one member of to be allocated to Class I, Class II and Class III as specified by the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Investor. Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons to record date for which next follows the Board of DirectorsClosing Date, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers Investor shall be entitled to nominate (in addition to any rights granted present to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute or the nominating committee thereof a majority number of nominees for election to the class of directors up for election to the Board of Directors at such annual meeting equal to the number of Investor Nominees in such class immediately prior to such election and the Company shall use its best efforts to cause the election to the Board of Directors of such Investor Nominees. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to present to the Board of Directors or the nominating committee thereof three nominees for election to the Board of Directors at each annual meeting of stockholders of the Company. In the event of the death, disability, resignation or removal of an Investor Nominee, the Investor shall designate a replacement for such director, which replacement the Company shall cause to be elected to the Board of Directors. . (b) The Company shall cause such nominees each Investor Nominee designated for election to the Board of the Purchasers Directors pursuant to Section 5.02(a) hereof to be included in the slate of nominees recommended by the Board of Directors to the Company's stockholders of the Company for election as directorsdirectors at the relevant annual meeting of the stockholders, and the Company shall use its best efforts to cause the election of each such nomineesInvestor Nominee, including voting all shares for which the Company holds soliciting proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such personsperson. (c) Notwithstanding the foregoing provisions of this Section 5.02, the Investor shall not be entitled to designate Investor Nominees for election to the Board of Directors in the event that the Investor and its Affiliates Beneficially Own, in the aggregate, less than 50% of the Investor Original Number of Conversion Shares. In the event that the Investor shall not be entitled to designate Investor Nominees for election to the Board of Directors, the Investor Nominees shall resign from the Board of Directors no later than the thirtieth day after the day on which the Investor becomes aware that the aggregate Beneficial Ownership of it and its Affiliates is reduced below the threshold ownership level of Investor Original Number of Conversion Shares specified in this Section 5.02(c). If an Investor Nominee does not resign on or prior to such thirtieth day as required pursuant to the immediately preceding sentence, a majority of the Board of Directors (excluding any Investor Nominees) shall have the right to remove such Investor Nominee from the Board of Directors. (d) If the Board of Directors shall determine in good faith in the exercise of its fiduciary duties, that nomination of any person designated by the Investor for election to the Board of Directors would be contrary to the best interests of the Company, then the Company shall promptly notify the Investor of such determination (either in person, if such determination shall be made at a Board of Directors meeting at which an Investor Nominee is present or by telephone (promptly confirmed in writing), if such determination shall be made at a Board of Directors meeting at which an Investor Nominee is not present) and thereafter the Investor shall have a period of no less than five Business Days to designate a new person for nomination for election to the Board of Directors as an Investor Nominee. The Board of Directors shall appoint a Nominating Committee, consisting has approved the executives of the Chief Executive Officer Investor set forth on Schedule 5.02(d) hereto as Investor Nominees for all purposes hereof as of the Company, a director designated by the Purchaser and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees for election as directors at the first Annual Meeting of Stockholders following the Closing (which Annual Meeting shall occur not earlier than 180 days following the Closing Date)date hereof. (c) In the event any nominee of the Purchasers shall cease to serve as a director for any reason, the Company shall use its best efforts to cause the vacancy resulting thereby to be filled by a nominee of the Purchasers.

Board Representation. (a) The At each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company shall at or prior to the Closing Date cause three vacancies, constituting a majority which members of the Board of Directors, Directors of the Company are to be created on its elected, or whenever members of the Board of DirectorsDirectors are to be elected by written consent, the Common Holders and the Investors agree to vote or act with respect to their shares so as to elect: (a) one (1) member of the Company's Board of Directors designated by Atlas Venture Fund V, L.P. or its affiliates ("Atlas") so long as Atlas owns at least 3,000,000 shares of Series A Preferred Stock (as adjusted for stock splits, stock dividends, reclassifications and the like), and on the Closing Date such designee shall cause each of Messrs. initially be ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇; (b) one (1) member of the Company's Board of Directors designated by Madrona Venture Group or its affiliates ("Madrona") so long as Madrona owns at least 3,000,000 shares of Series A Preferred Stock (as adjusted for stock splits, stock dividends, reclassifications and the like), and such designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers to be elected to its Board of Directors. For at least two ▇▇; (2c) years after the Closing Date, one (1) member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons to the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute designated by Sequoia Capital or its affiliates ("Sequoia") so long as Sequoia owns at least 3,000,000 shares of Series B Preferred Stock (as adjusted for stock splits, stock dividends, reclassifications and the like), and such designee shall initially be ▇▇▇▇ ▇▇▇▇▇▇; (d) one (1) member of the Company's Board of Directors designated by ▇▇▇▇▇▇ Brothers Venture Capital Group or its affiliates ("▇▇▇▇▇▇") so long as ▇▇▇▇▇▇ owns at least 3,000,000 shares of Series C Preferred Stock (as adjusted for stock splits, stock dividends, reclassifications and the like), and such designee shall initially be ▇▇▇▇▇ ▇▇▇▇; (e) one (1) member of the Company's Board of Directors designated by the holders of a majority of the Board of Directors. The Company shall cause such nominees Common Stock of the Purchasers to Company, and such designee shall initially be included in the slate ▇▇▇▇▇ ▇▇▇▇▇; (f) one (1) member of nominees recommended by the Board to the Company's stockholders for election as directors, and the Company shall use its best efforts to cause the election of such nominees, 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 persons. The Board of Directors shall appoint a Nominating Committee, consisting to be an individual holding the title of the Chief Executive Officer of the Company, a director for so long as such person remains Chief Executive Officer of the Company, and such designee shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and (g) one (1) independent member of the Company's Board of Directors designated by the Purchaser holders of a majority of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and the Common Stock, voting together as a single class on an as-converted basis, and such designee shall initially be ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees for election as directors at the first Annual Meeting of Stockholders following the Closing (which Annual Meeting shall occur not earlier than 180 days following the Closing Date)▇▇. (c) In the event any nominee of the Purchasers shall cease to serve as a director for any reason, the Company shall use its best efforts to cause the vacancy resulting thereby to be filled by a nominee of the Purchasers.

Board Representation. (a) The Company shall at or prior to shall, within 30 days after the Closing Date date hereof, promptly cause three vacancies, constituting a majority of the Board of Directors, one vacancy to be created on its Board of Directors, Directors (by increasing the number of members of the Board of Directors or otherwise) and on the Closing Date 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 Messrs. T. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers ▇ shall be deemed to be elected acceptable to its Board the Company. Such designee shall serve until the next succeeding annual meeting of Directorsstockholders of the Company to be held after such election. For Notwithstanding the foregoing, at any time that the Purchaser does not continue to own at least two (2) years after the Closing Date, one member 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 shall be an independent director and one director shall be at the Chief Executive Officer next succeeding annual meeting of the Companystockholders, whether or not such designee's term of office expires at such meeting. (b) Commencing with the such next succeeding annual meeting of stockholders of the Company immediately following the election of such persons referred to the Board of Directors, in subsection (a) above and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) Purchaser holds 20% of the shares of Class A Common Stock, Stock issued or (B) issuable upon conversion of the Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in (whether or not the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers Preferred Shares have been converted)the Purchaser shall be entitled to nominate (in addition to any rights granted designate one director who shall be acceptable to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors Company to the Company's Board of Directors Directors; provided that would constitute a majority each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed to be acceptable to the Board of DirectorsCompany. The Company shall cause such nominees designee of the Purchasers Purchaser to be included in the slate of nominees recommended by the 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 nomineesdesignee, 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 personsperson. The 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 shall appoint a Nominating Committee, consisting of the Chief Executive Officer of the Company, a director designated by the Purchaser and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees for election as directors at the first Annual Meeting next succeeding annual meeting of Stockholders following the Closing (which Annual Meeting shall occur stockholders, whether or not earlier than 180 days following the Closing Date)such designee's term of office expires at such meeting. (c) In the event any nominee such designee of the Purchasers 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 nominee designee of the PurchasersPurchaser 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (until distributed in accordance with Section 2(f)), but excluding shares held by the Overlook Estate Foundation, Inc. or the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Family Trust) by such stockholder, and take all other appropriate action, in order to cause: (i) the election to the Board of Directors of the designee of the Purchaser pursuant to this Section 1; (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 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. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed to be acceptable to the Company. (f) No party hereto shall grant any proxy or enter into or agree to be bound by any voting trust with respect to shares of capital stock held by it, nor shall any party hereto enter into any stockholder agreement or arrangement of any kind with respect to shares of capital stock held by it, which conflicts or is inconsistent in any manner with the provisions of this Agreement.

Board Representation. (a) The Company shall at or prior to From and after November 6, 1998, -------------------- the Closing Date cause three vacancies, constituting a majority of the Board of Directors, to be created on its Board of Directors, and on the Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers to be elected to its Board of Directors. For at least two (2) years after the Closing Date, one member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons to the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers Investor shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors designate for election to the Company's Board of Directors that would constitute a majority one-half (1/2) of the total number of directors then constituting the entire Board, as such number of directors shall be fixed from time to time pursuant to resolution adopted by the Company's Board of Directors. The Company shall cause such nominees ; provided, however, that -------- ------- if, after the date hereof, the Investor, its affiliates, limited partners and associates cease to beneficially own an aggregate of at least 1,700,000 shares of Voting Class A Common Stock, par value $0.10 per share ("Class A Common Stock"), of the Purchasers Company, the Investor thereafter shall be entitled to designate for election to the Company's Board of Directors only one-third (1/3) of the total number of directors then constituting the entire Board; and, provided, -------- further, that if the Investor, its affiliates, limited partners and ------- associates cease to beneficially own an aggregate of at least 1,000,000 shares of Class A Common Stock, the Investor thereafter shall be entitled to designate only one (1) person for election to the Company's Board of Directors (it being understood that such entitlement to designate one director shall terminate at such time as the Investor, its affiliates, limited partners and associates cease to beneficially own any shares of Class A Common Stock). Any person designated by the Investor for election to the Company's Board of Directors in accordance with the provisions of this Section 4.1 shall be included in the slate of nominees recommended by the Board nominees Section 4.1 to designate for election to the Company's stockholders for election as directors, and the Company shall use its best efforts to cause the election of such nominees, 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 persons. The Board of Directors shall appoint a Nominating Committeenumber of persons greater than that set forth in the first sentence of this Section 4.1. The number and type of securities which the Investor, consisting of the Chief Executive Officer of the Companyits affiliates, a director designated by the Purchaser limited partners and ▇▇. ▇▇associates (or ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees his wife, children and grandchildren, as the case may be) are required to beneficially own to be afforded the right to designate persons for election as directors at to the first Annual Meeting Company's Board of Stockholders following Directors shall be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, recapitalization or similar action. The parties acknowledge and agree that, for purposes of determining the Closing (which Annual Meeting shall occur not earlier than 180 days following the Closing Date). (c) In the event any nominee number of shares of Class A Common Stock or other securities of the Purchasers Company beneficially owned by the Investor's limited partners, only those shares distributed by the Investor to the limited partners shall cease to serve as a director for any reason, the Company shall use its best efforts to cause the vacancy resulting thereby to be filled by a nominee of the Purchasersconsidered."

Board Representation. (a) The Company shall at or prior to From the Closing Date cause three vacancies, constituting a majority -------------------- until XL no longer owns at least 20% of the Board principal amount of Directorsthe outstanding Debentures, (x) the Company shall cause all of the XL Designees (as defined below) to be created on its Board nominated for election to the board of Directors, and on the Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers to be elected to its Board of Directors. For at least two (2) years after the Closing Date, one member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders directors of the Company immediately following the election of such persons to the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute a majority of the Board of Directors. The Company shall cause such nominees of the Purchasers to be included in the slate of nominees recommended by the Board to the Company's stockholders for election as directors, next stockholders' meeting and the Company shall support and use its best efforts to cause the election of such nominees, including voting all shares for which individuals to the board of directors of the Company holds proxies and (unless otherwise directed by y) XL shall have the stockholder submitting right to request, and upon such proxy) or is otherwise entitled request the Company shall cause, the XL Designees to vote, in favor be elected to serve on the boards of the election directors of such persons. The Board of Directors shall appoint a Nominating Committee, consisting of the Chief Executive Officer each of the Company's direct and indirect Subsidiaries. In addition, all such XL Designees will be permitted to serve on any committees, including any executive committee of the board of directors of the Company and each Subsidiary, unless such XL Designee is not qualified therefor under applicable law, rule or regulation, in which event XL shall have the right to select one individual to observe all such meetings in substitution therefor. "XL Designees" shall mean a director number of individuals designated by XL equal to the Purchaser greater of (x) two and ▇▇(y) the number derived from multiplying the number of seats on the applicable board of directors times a fraction the numerator of which is the number of shares of Common Stock of the Company owned by XL (assuming conversion of all Debentures held by XL) and the denominator of which is the number of outstanding shares of Common Stock of the Company on a Fully Diluted Basis (rounding up in the case of any fractions). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇At any time while an XL Designee is not a member of the Company's and each such Subsidiary's boards of directors, which shall recommend two nominees at the sole discretion of XL, XL may appoint a representative of XL, and the Company and each such Subsidiary will permit such representative, to attend all meetings of the boards of directors of the Company and each such Subsidiary and any committees thereof. XL will continue to have the right to designate the XL Designees for election as or appointment to the boards of directors at the first Annual Meeting of Stockholders following the Closing (which Annual Meeting shall occur not earlier than 180 days following the Closing Date). (c) In the event any nominee of the Purchasers shall cease to serve as a director for Company and each such Subsidiary in lieu of any reason, the Company shall use its best efforts to cause the vacancy resulting thereby to be filled by a nominee representative of the PurchasersXL.

Board Representation. 7.1 OSI shall have the right to designate one nominee (a) The Company who shall at or prior be reasonably satisfactory to the Closing Date cause three vacanciesCompany, constituting a majority of the Board of Directors, to be created on its Board of Directors, and on the Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇provided that Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by ▇ is deemed satisfactory to the Purchasers to be elected to its Board of Directors. For at least two Company) (2the "Nominee") years after the Closing Date, one for election as a member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons to the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute a majority of within 30 days after the Board of Directors. The Company shall cause such nominees of the Purchasers to be included in the slate of nominees recommended by the Board to the Company's stockholders for election as directors, Closing Date and the Company shall and will use its best efforts to cause the election such Nominee to be elected as a director of such nominees, including voting all shares for which the Company holds proxies and re-elected (unless otherwise directed to the extent required by the stockholder submitting such proxythis Section 7). Such best efforts shall include (a) or is otherwise entitled to vote, in favor nomination of the Nominee for election as a director of such persons. The the Company in any solicitation of proxies or other communication to shareholders regarding the nomination of persons for election as the Company's directors; and (b) in any solicitation of proxies or other communication to shareholders regarding the nomination of persons for election as the Company's directors, nominating a number of nominees not greater than the number of seats on the Company's Board of Directors shall appoint open for election in the applicable election. The Company's obligations under this Section 7 are subject to the Nominee completing and executing a Nominating Committee, consisting of Consent to Act as a Director and personal information forms in the Chief Executive Officer forms required by the TSX Venture Exchange. In the event that the TSX Venture Exchange does not approve the Nominee as a director of the Company, OSI will cause the Nominee to resign as a director designated by of the Purchaser and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇Company. 7.2 If, which at any time prior to the 2003 annual meeting of the Company's shareholders, OSI sells any of its Shares, Warrants and/or Warrant Shares, OSI shall recommend two nominees no longer have the right to designate a nominee for election as directors at the first Annual Meeting of Stockholders following the Closing (which Annual Meeting shall occur not earlier than 180 days following the Closing Date). (c) In the event any nominee a director of the Purchasers Company. Except as set forth in the preceding sentence, if OSI holds more than 750,000 of the Shares and Warrant Shares (including Warrant Shares issuable upon exercise of the Warrants), OSI shall cease have the right to serve designate a nominee for election as a director for any reason, of the Company at the Company's annual meeting of shareholders, provided that this right shall use its best efforts to cause terminate immediately after the vacancy resulting thereby to be filled by a nominee 2006 annual meeting of the PurchasersCompany's shareholders, provided further that OSI shall continue to have the rights the provided by applicable law and the Company's charter and bylaws to holders of Common Shares to nominate and vote upon the election of directors.

Board Representation. (a) The Company shall at or prior to Until such time as the Closing Date cause three vacancies, constituting a majority of the Board of Directors, to be created on its Board of Directors, and on the Closing Date shall cause each of Messrs. ▇K▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers to be elected to its Board of Directors. For Group no longer beneficially owns at least two (2) years after the Closing Date, one member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons to the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 2520% or more of the total number of shares of Common Stock of outstanding at any time, the Company then outstanding on a fully diluted basis, and the Purchasers shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute a majority of the Board of Directors. The Company shall cause such nominees of the Purchasers to be included include in the slate of nominees recommended by the Board to the Company's stockholders for election as directors, and the Company shall use its best efforts to cause the election of such nominees, including voting all shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) directors at any annual or is otherwise entitled to vote, in favor of the election of such persons. The Board of Directors shall appoint a Nominating Committee, consisting of the Chief Executive Officer special meeting of the Company’s stockholders at which directors of the Company are to be elected, a director not less than two individuals (the “K▇▇▇▇ Nominees”) designated by the Purchaser and ▇▇. K▇▇▇▇▇▇ . (b) Until such time as (x) the K▇▇▇▇ Group no longer beneficially owns at least 10% of the total number of shares of Common Stock outstanding at any time, and (y) K▇▇▇▇ has, subsequent to the IPO, sold at least one share of Common Stock to a Person that is not an Affiliate of K▇▇▇▇, which the Company and the Board of Directors, shall recommend two include in the slate of nominees recommended to stockholders for election as directors at any annual or special meeting of the first Annual Meeting Company’s stockholders at which directors of Stockholders following the Closing (which Annual Meeting shall occur Company are to be elected, not earlier less than 180 days following the Closing Date)one K▇▇▇▇ Nominee designated by K▇▇▇▇. (c) In Vacancies arising through the event any death, resignation or removal of a K▇▇▇▇ Nominee nominated by K▇▇▇▇ to the Board of Directors pursuant to Section 2(a) or 2(b) hereof may be filled only by K▇▇▇▇ and the director so chosen shall hold office until the next annual election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. (d) Notwithstanding the provisions of this Section 2, K▇▇▇▇ shall not be entitled to designate a person as a nominee to the Board of Directors upon a written determination by the Nominating and Corporate Governance Committee of the Purchasers Company (which determination shall cease set forth in writing reasonable grounds for such determination) that such person would not be qualified under any applicable law, rule or regulation to serve as a director for of the Company. Other than with respect to the issue set forth in the preceding sentence, neither the Company nor any reasonother stockholder shall have the right to object to any K▇▇▇▇ Nominee. (e) The Company shall notify K▇▇▇▇ in writing of the date on which proxy materials are expected to be mailed by the Company in connection with an election of directors at an annual or special meeting of the Company’s stockholders (and such notice shall be delivered to K▇▇▇▇ at least 30 days prior to such expected mailing date). The Company shall provide K▇▇▇▇ with a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the K▇▇▇▇ Nominees or the rights and obligations provided under this Agreement and to discuss any such comments with the Company. The Company shall notify K▇▇▇▇ of any opposition to a K▇▇▇▇ Nominee in accordance with Section 2(d) 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 K▇▇▇▇ to propose a replacement K▇▇▇▇ Nominee, if necessary, in accordance with the terms of this Agreement, and K▇▇▇▇ shall have 10 business days to designate another nominee. (f) So long as this Agreement shall remain in effect, subject to applicable legal requirements, the Company Bylaws and the Certificate of Incorporation shall use its best efforts to cause accommodate the vacancy resulting thereby to be filled by a nominee of the Purchasersrights and obligations set forth herein.

Board Representation. (a) The Company shall at Contemporaneously with or prior to Closing, and as a condition precedent to Seller's obligations to consummate the Closing Date cause three vacanciestransactions contemplated by this Purchase Agreement, constituting a majority the following shall have occurred: (i) (A) not less than four members of Buyer's board of directors shall have submitted their resignations, effective as of the Board of Directors, to be created on its Board of DirectorsClosing, and on the Closing Date four people designated by Seller shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers to be nominated and elected to its Board of Directors. For at least two fill the vacancies created by such resignations (2"Seller's Designees") years after to hold such positions until ------------------ the Closing Date, one member of the Board of Directors shall be an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the next annual meeting of stockholders of the Company immediately following the election of such persons to the Board of DirectorsBuyer's shareholders, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers shall be entitled to nominate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute a majority of the Board of Directors. The Company shall cause such nominees of the Purchasers to be included in the slate of nominees recommended by the Board to the Company's stockholders for election as directors, and the Company shall use its best efforts to cause the election of such nominees, 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 persons. The Board of Directors shall appoint a Nominating Committee, consisting of the Chief Executive Officer of the Company, a director designated by the Purchaser and ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇shall have submitted his resignation from all positions other than as director and Chairman of the Board; (ii) Buyer's board shall have adopted resolutions to the effect that, which shall recommend two nominees for election as directors at the first Annual Meeting next meeting of Stockholders Buyer's shareholders, to be held no later than June 30, 1997, the following matters (in addition to any other matters which the board may subsequently decide to submit to shareholder vote) are to be submitted for shareholder approval: (A) an amendment to Article IV, Section 1 of the by-laws to increase in the size of the board to nine directors, and (B) the election of directors including five nominees by Seller and four nominees by Buyer, or in the event that any one of them are unable to serve, such substitute designees chosen by a majority of such persons (the four nominees of Buyer are referred to herein as the "Continuing Directors"); and -------------------- (iii) Each member of Buyer's board, immediately prior to the Closing (which Annual Meeting shall occur not earlier than 180 days following have given Seller an irrevocable proxy in the Closing Date)form of Exhibit D annexed hereto to vote such member's shares of Common Stock for the matters and at the shareholder meeting described in Section 5.6(a)(ii) above. (cb) In the event any nominee Seller hereby agrees to vote all of its shares of Common Stock in favor of the Purchasers shall cease to serve as a director for any reasonmatters described in (a) above, including the Company shall use its best efforts to cause the vacancy resulting thereby to be filled by a nominee election of the PurchasersContinuing Directors.