Classes of Directors; Number of Total Directors. There shall be two classes of Directors: Class A Directors and Class B Directors. The initial Board of Directors shall consist of ten (10) Class A Directors appointed by the Class A Members pursuant to Section 5.3 of this Agreement. Following the first annual or special meeting of the Members at which Class B Directors are elected pursuant to Section 5.4 of this Agreement, the number of Class A Directors shall be equal to two (2) Directors for each Class A Member from time to time (subject to the provisions of Section 5.3 with respect to merger or consolidation of Class A Members); and the number of Class B Directors shall be fixed at a number that is one (1) less than the number of Class A Directors from time to time. All Directors will be required to execute a confidentiality agreement in form and substance reasonably satisfactory to the Company with and for the benefit of the Company prior to becoming a Director. At any annual or special meeting, the Members may increase or decrease the number of Directors last approved and may change from a variable range to a fixed number or visa versa by majority vote of the total Membership Voting Interests entitled to vote pursuant to this Agreement. However, the relative ratio of the number of Class A Directors to Class B Directors shall always result in a majority of Class A Directors. Notwithstanding any other provision in this Agreement to the contrary, the amendment or repeal of this Section 5.2 or the adoption of any provision inconsistent herewith shall require the unanimous approval of the Membership Voting Interests held by the Class A Members and a majority of the Membership Voting Interests held by the Class B Members.