Common use of Composition of the Board of Directors Clause in Contracts

Composition of the Board of Directors. Promptly upon the Share Purchase, Sub shall be entitled to designate such number of directors on the Board of Directors of the Corporation, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.

Composition of the Board of Directors. (a) Promptly upon the Share Purchaseacceptance for payment of, and payment by Merger Sub in accordance with the Offer for, shares of Common Stock equal to at least a majority of the outstanding shares of Common Stock, pursuant to the Offer, Merger Sub shall be entitled to designate up to such number of directors on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will give Merger Sub, subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or beneficially owned by Merger Sub or and Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation Company and its Board of Directors shall, at such time, take any and all such action needed to cause Merger Sub's designees to be appointed to the CorporationCompany's Board of Directors (including using its reasonable best efforts to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation Company shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders stockholders an Information Statement information statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder (the "Information Statement"), and the Corporation Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Merger Sub shall have provided to the Corporation Company on a timely basis all information required to be included in such the Information Statement with respect to Merger Sub's designees. Parent or Merger Sub will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. In furtherance thereof, the Corporation Company will increase the size of the CorporationCompany's Board of DirectorsDirectors (subject to the limitations set forth in the Company Charter and By-Laws), or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Merger Sub's designees to be elected to the CorporationCompany's Board of Directors. Upon At the Share Purchase (as defined in Section 1.1 hereof) all Effective Time, the Company, if so requested, will use its reasonable efforts to cause persons designated by Merger Sub to constitute the same percentage of each committee of such board, each board of directors of each Subsidiary and each committee of each such board (in each case to the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers extent of the Corporation shall resignCompany's ability to elect such persons and subject to any applicable stock exchange regulations).

Composition of the Board of Directors. Promptly upon (a) Subject to the Share Purchaseprovisions of Section 3.1 (b) and 3.1 (d), Sub the Company shall use its best efforts to, and each Stockholder shall, take and cause to be entitled taken all necessary action (corporate and other), including the voting of Shares, to designate such set the number of directors on at seven and to elect as the members of the Board of Directors four individuals (the "Brand Directors") selected and nominated from time to time by Brand (provided that such individuals shall be reasonably satisfactory to a majority of the Corporationdirectors appointed by the Purchaser Group) and three individuals (the "Purchaser Directors") selected and nominated from time to time by the Purchaser Group, rounded up by action of the Majority Holders (provided that such individuals shall be reasonably satisfactory to a majority of the Brand Directors); provided, however, that in the event that the Purchaser Group acquires all of the Additional Securities (as defined in the Purchase Agreement) pursuant to the next whole number, as will give Sub, subject to compliance with terms of Section 14(f) 1.4 of the Exchange ActPurchase Agreement, representation on the number of directors shall be set at eight and the Purchaser Group shall have the right from and after the Option Closing Date (as defined in the Purchase Agreement) to appoint a fourth Purchaser Director; provided, further, that if any member of the Purchaser Group is ever entitled to appoint a member of the Board pursuant to the rights granted by the Company to the holders of the Cerberus Debentures (as such term is defined in the Purchase Agreement) as a result of the purchase of the Cerberus Debentures or otherwise, the size of the Board of Directors equal to at least that and the number of directors which equals the product of Purchaser Group shall have the total number of directors on the Board of Directors (giving effect right to appoint pursuant to the directors elected terms hereof shall be reduced by one. At any time during which the Purchaser Group is entitled to appoint at least four Purchaser Directors pursuant to the provisions of this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shallSection 3.1 (a), at such timethe request of either Brand or the Majority Holders, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure shall be increased by one and Brand and the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors Purchaser Group by action of the CorporationMajority Holders, other than Sub's designees and two directors shall mutually select one additional director who shall not be employed by or otherwise be an Affiliate of Corporationeither the Company, and, unless otherwise agreed, all officers Brand or any member of the Corporation shall resignPurchaser Group (the "Independent Director") to fill the vacancy caused by such increase in the size of the Board.

Composition of the Board of Directors. Promptly upon the Share Purchaseacceptance for payment of, Sub and payment by Purchaser in accordance with the Offer for, any Shares, and from time to time thereafter as Shares are acquired by Purchaser, Purchaser shall be entitled to designate such number of directors on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will give SubPurchaser, subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock Shares so accepted for payment and paid for or otherwise acquired or owned by Sub Parent or Parent Purchaser and the denominator of which shall be the number of shares of Common Stock then issued and outstanding, and the Corporation Company and its Board of Directors shall, at such time, take any and all such action needed use its reasonable efforts to cause SubPurchaser's designees to be appointed to the CorporationCompany's Board of Directors. In no event shall there be less than two Independent Directors (including to cause directors to resign). Promptly upon as hereinafter defined) on the Share Purchase, Corporation and its Company's Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.)Directors. Subject to applicable law, the Corporation Company shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement information statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation Company agrees to make such mailing with the mailing of the Schedule 14D-9 14D-9, so long as Sub Purchaser shall have provided to the Corporation Company on a timely basis all information required to be included in such Information Statement an information statement with respect to SubPurchaser's designees. In furtherance thereof, the Corporation Company will increase the size of the CorporationCompany's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit SubPurchaser's designees to be elected to the CorporationCompany's Board of Directors. Upon Following the Share Purchase (as defined in election of any Purchaser's designees pursuant to this Section 1.1 hereof) all 1.03 and prior to the Effective Time, any amendment of this Agreement or the Articles of Incorporation or By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Purchaser or waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Corporation, other than SubCompany then in office who neither are Parent nor Purchaser's designees and two directors of Corporation, and, unless otherwise agreed, all officers nor are employees of the Corporation Company or any of its Subsidiaries (the "Independent Directors"). The Independent Directors shall resignhave the authority to retain such counsel and other advisors at the expense of the Company as are reasonably appropriate to the exercise of their duties in connection with this Agreement. In addition, the Independent Directors shall have the authority to institute any action, on behalf of the Company, to enforce performance of this Agreement.

Composition of the Board of Directors. (a) Promptly ------------------------------------- upon the Share Purchaseacceptance for payment of, and payment by Sub for, Shares equal to at least a majority of the outstanding shares of Common Stock pursuant to the terms of the Offer, Sub shall be entitled to designate up to such number of directors ("Parent Designees") on the Board of Directors of the CorporationCompany, rounded up to the ---------------- next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder, representation on such the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or beneficially owned by Sub or and Parent and the denominator of which shall be the number of shares of Common Stock then issued and outstanding, and the Corporation and its Board of Directors Company shall, at such time, use commercially reasonable efforts to take any and all such action needed necessary to cause Sub's designees Parent Designees to be appointed to the Corporation's Board of Directors of the Company (including using its commercially reasonable efforts to cause relevant directors to resign). Promptly upon resign and/or increasing the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority size of the Board of Directors of each direct or indirect Subsidiary the Company (subject to the limitations set forth in the Company's Certificate of Incorporation and the Corporation (other than Allied Bond & Collection Agency, Inc.Company's By-laws)). Subject to applicable law, the Corporation Company shall take all action requested by Parent which is reasonably necessary required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder to effect any the election of such electionParent Designees, including (i) mailing to its shareholders an Information Statement containing stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder or (ii) including such information in the Schedule 14D-9 filed with the Commission and distributed to the stockholders of the Company, and the Corporation Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation Company on a timely basis all information required to be included in such the Information Statement with respect to Sub's designees. In furtherance thereofParent and Sub shall be solely responsible for any information with respect to either of them and their nominees, officers, directors and Affiliates required by Section 14(f) and Rule 14f-1. At the Effective Time, the Corporation will increase Company, if so requested, shall use its reasonable best efforts to cause Persons designated by Sub to constitute the size same percentage of the Corporation's each committee of its Board of Directors, or use its reasonable efforts to secure the resignation each Board of directors, or both, as is necessary to permit Sub's designees to be elected Directors of each material Subsidiary and each committee of each such Board of Directors (in each case to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors extent of the Corporation, other than SubCompany's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resignability to elect such Persons).

Composition of the Board of Directors. (a) Promptly upon the Share Purchaseacceptance for payment of, and payment by Sub in accordance with the Offer for, shares of Common Stock equal to at least two-thirds of the outstanding shares of Common Stock, pursuant to the Offer, Sub shall be entitled to designate up to such number of directors on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or beneficially owned by Sub or and Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation Company and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the CorporationCompany's Board of Directors (including using its reasonable best efforts to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation Company shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation Company on a timely basis all information required to be included in such the Information Statement with respect to Sub's designees. Parent or Sub will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. In furtherance thereof, the Corporation Company will increase the size of the CorporationCompany's Board of DirectorsDirectors (subject to the limitations set forth in the Company's Restated and Amended Certificate of Incorporation and By-Laws), or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.Company's

Composition of the Board of Directors. (a) Promptly upon the Share Purchaseacceptance for payment of, and payment by Sub for, Offer Securities equal to at least a majority of the Common Stock Equivalents, Sub shall be entitled to designate up to such number of directors on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder, representation on such the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or Equivalents represented by Offer Securities beneficially owned by Sub or and Parent and the denominator of which shall be the number of shares of Common Stock Equivalents represented by Offer Securities then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation Company shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation Company on a timely basis all information required to be included in such the Information Statement with respect to Sub's designees. Parent and Sub shall be solely responsible for any information with respect to either of them and their nominees, officers, directors and Affiliates required by Section 14(f) and Rule 14f-1. In furtherance thereof, the Corporation will Company shall increase the size of the Corporation's Board of DirectorsDirectors of the Company (subject to the limitations set forth in the Company's Certificate of Incorporation and the Company's By-Laws), or use its reasonable best efforts to secure the resignation of directors, or both, as is reasonably necessary to permit Sub's designees to be elected to the CorporationBoard of Directors of the Company; PROVIDED, HOWEVER, in the event that Sub's designees are elected or appointed to the Board of Directors of the Company, until the Effective Time, the Board of Directors of the Company shall have at least one director who is a director on the date hereof and who is not an Affiliate or associate of Parent or Sub or any other Person who beneficially owns Offer Securities representing 5% or more of the Common Stock Equivalents, or is designated by a majority of the directors of the Company who are such directors (each, an "INDEPENDENT Director"). At the Effective Time, the Company, upon the request of Parent or Sub, shall use its reasonable best efforts to cause Persons designated by Sub to constitute the same percentage of each committee of its Board of Directors. Upon , each Board of Directors of each Subsidiary and each committee of each such Board of Directors (in each case to the Share Purchase (as defined in Section 1.1 hereof) all directors extent of the CorporationCompany's ability to elect such Persons). Promptly upon the exercise by Sub of any of the Warrants, other than the Company shall issue the relevant number of shares of Common Stock to Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers in accordance with the terms of the Corporation shall resignCommon Stock Purchase Warrant Agreement or the Microsoft Warrant Agreement, as the case may be.

Composition of the Board of Directors. Promptly upon the Share Purchaseacceptance for payment of, and payment by Sub in accordance with the Offer for, any shares of Common Stock pursuant to the Offer, Sub shall be entitled to designate such number of directors on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then issued and outstanding, and the Corporation Company and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the CorporationCompany's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation Company shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation Company agrees to make such mailing with the mailing of the Schedule 14D-9 14D-9, so long as Sub shall have provided to the Corporation Company on a timely basis all information required to be included in such the Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation Company will increase the size of the CorporationCompany's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the CorporationCompany's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.

Composition of the Board of Directors. Promptly upon the Share Purchase------------------------------------- acceptance for payment of, Sub and payment by Acquiror for, Shares equal to at least a majority of the outstanding shares of Common Stock, Acquiror shall be entitled to designate up to such number of directors on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will give SubAcquiror, subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder, representation on such the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for directly or otherwise acquired or indirectly beneficially owned by Sub or Acquiror and Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation Company shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub Parent shall have provided to the Corporation Company on a timely basis all information required to be included in such the Information Statement with respect to SubParent's designees. Parent and Acquiror shall be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. In furtherance thereof, the Corporation will Company shall increase the size of the Corporation's Board of DirectorsDirectors of the Company (subject to the limitations set forth in the Company's Articles of Incorporation or the Company's Bylaws or imposed by applicable law), or use its reasonable best efforts to secure the resignation of directors, or both, as is reasonably necessary to permit SubAcquiror's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors Directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resignCompany.

Composition of the Board of Directors. Promptly upon (a) Subject to the Share Purchaseprovisions of Section 3.1(b) and 3.1(d), Sub the Company shall use its best efforts to, and each Stockholder shall, take and cause to be entitled taken all necessary action (corporate and other), including the voting of Shares, to designate such set the number of directors on at seven and to elect as the members of the Board of Directors four individuals (the "Brand Directors") selected and nominated from time to time by Brand (provided that such individuals shall be reasonably satisfactory to a majority of the Corporationdirectors appointed by the Purchaser Group) and three individuals (the "Purchaser Directors") selected and nominated from time to time by the Purchaser Group, rounded up by action of the Majority Holders (provided that such individuals shall be reasonably satisfactory to a majority of the Brand Directors); provided, however, that in the event that the Purchaser Group acquires all of the Additional Securities (as defined in the Purchase Agreement) pursuant to the next whole number, as will give Sub, subject to compliance with terms of Section 14(f) 1.4 of the Exchange ActPurchase Agreement, representation on the number of directors shall be set at eight and the Purchaser Group shall have the right from and after the Option Closing Date (as defined in the Purchase Agreement) to appoint a fourth Purchaser Director; provided, further, that if any member of the Purchaser Group is ever entitled to appoint a member of the Board pursuant to the rights granted by the Company to the holders of the Cerberus Debentures (as such term is defined in the Purchase Agreement) as a result of the purchase of the Cerberus Debentures or otherwise, the size of the Board of Directors equal to at least that and the number of directors which equals the product of Purchaser Group shall have the total number of directors on the Board of Directors (giving effect right to appoint pursuant to the directors elected terms hereof shall be reduced by one. At any time during which the Purchaser Group is entitled to appoint at least four Purchaser Directors pursuant to the provisions of this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shallSection 3.1(a), at such timethe request of either Brand or the Majority Holders, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directorsshall be increased by one and Brand and the Purchaser Group, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors by action of the CorporationMajority Holders, other than Sub's designees and two directors shall mutually select one additional director who shall not be employed by or otherwise be an Affiliate of Corporationeither the Company, and, unless otherwise agreed, all officers Brand or any member of the Corporation shall resignPurchaser Group (the "Independent Director") to fill the vacancy caused by such increase in the size of the Board.

Composition of the Board of Directors. Promptly upon Upon written request of the Share PurchaseInvestors, Sub the Company shall appoint one individual designated by the Investor (the “Investor Designee”) to the Company’s board of directors (the “Board”) with a term expiring at the Company’s next annual meeting of its shareholders (the “Annual Meeting”). For so long as the Investor beneficially owns twenty percent (20%) or more of the Company’s outstanding Common Stock, the Company shall nominate and recommend the Investor Designee in the Company’s proxy statement at each Annual Meeting at which the Investor Designee’s term is set to expire. The Company shall take all actions necessary to ensure there is a vacancy on the Board as of the effectiveness of this Agreement to permit the appointment of the Investor Designee. The Investors may remove the Investor Designee from the Board, and appoint another person as the Investor Designee. In the event of the death, resignation, retirement or vacation of office of the Investor Designee due to any other reason, then the Investors may appoint another person as the Investor Designee. If there is a vacancy on the Board as a result of the Investor Designee’s failure to obtain the requisite approval of the Company’s shareholders necessary for election at any annual or special meeting of the Company’s shareholders, and where no other individual is elected to fill such vacancy, the Investors shall have the right to designate another Investor Designee to fill such vacancy, and the Company shall take all actions necessary to appoint such individual to the Board. During the period that an Investor Designee is a director of the Board, such director shall be entitled to designate such number of directors on the Board of Directors same benefits, including benefits under any director and officer indemnification or insurance policy maintained by the Company, as any other director of the Corporation, rounded up to Board. During the next whole number, as will give Sub, subject to compliance with Section 14(fperiod between the effectiveness of this Agreement and the date the Investor has beneficial ownership of less than ten percent (10%) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fractionCompany’s outstanding Common Stock, the numerator of which Investor shall be have the number of shares of Common Stock so accepted for payment right to appoint one (1) non-voting board observer (the “Investor Observer”) who shall have the right to attend and paid for or otherwise acquired or owned by Sub or Parent participate in all Board and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation committee meetings (other than Allied Bond & Collection Agency, Inc.portions of such meetings in which the Board reasonably believes in good faith that the Investor has a conflict of interest). Subject The Investor Observer shall be entitled to applicable lawreceive copies of all notices, minutes, consents and other materials that the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing Company provides to its shareholders an Information Statement containing directors at the information required by Section 14(f) of same time and in the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long same manner as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.

Composition of the Board of Directors. Promptly upon Upon written request of the Share PurchaseInvestors, Sub the Company shall appoint one individual designated by the Investor (the “Investor Designee”) to the Company’s board of directors (the “Board”) with a term expiring at the Company’s next annual meeting of its shareholders (the “Annual Meeting”). For so long as the Investor beneficially owns twenty percent (20%) or more of the Company’s outstanding Common Stock, the Company shall nominate and recommend the Investor Designee in the Company’s proxy statement at each Annual Meeting at which the Investor Designee’s term is set to expire. The Company shall take all actions necessary to ensure there is a vacancy on the Board as of the effectiveness of this Agreement to permit the appointment of the Investor Designee. The Investors may remove the Investor Designee from the Board, and appoint another person as the Investor Designee. In the event of the death, resignation, retirement or vacation of office of the Investor Designee due to any other reason, then the Investors may appoint another person as the Investor Designee. If there is a vacancy on the Board as a result of the Investor Designee’s failure to obtain the requisite approval of the Company’s shareholders necessary for election at any annual or special meeting of the Company’s shareholders, and where no other individual is elected to fill such vacancy, the Investors shall have the right to designate another Investor Designee to fill such vacancy, and the Company shall take all actions necessary to appoint such individual to the Board. During the period that an Investor Designee is a director of the Board, such director shall be entitled to designate such number of directors on the Board of Directors same benefits, including benefits under any director and officer indemnification or insurance policy maintained by the Company, as any other director of the Corporation, rounded up to Board. During the next whole number, as will give Sub, subject to compliance with Section 14(fperiod between the effectiveness of this Agreement and the date the Investor has beneficial ownership of less than ten percent (10%) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fractionCompany’s outstanding Common Stock, the numerator of which Investor shall be have the number of shares of Common Stock so accepted for payment right to appoint one (1) non-voting board observer (the “Investor Observer”) who shall have the right to attend and paid for or otherwise acquired or owned by Sub or Parent participate in all Board and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation committee meetings (other than Allied Bond & Collection Agency, Inc.portions of such meetings in which the Board reasonably believes in good faith that the Investor has a conflict of interest). Subject The Investor Observer shall be entitled to applicable lawreceive copies of all notices, minutes, consents, and other materials that the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing Company provides to its shareholders an Information Statement containing directors at the information required by Section 14(f) of same time and in the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long same manner as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.

Composition of the Board of Directors. Promptly upon the Share Purchaseacceptance for payment of, and payment by Sub for, Ordinary Shares pursuant to the Offer, Sub shall be entitled to designate designate, subject to Section 2.3(c) of this Agreement, up to such number of directors ("Parent Designees") on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will shall give Sub, subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder, representation on such the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment votes represented by the Ordinary Shares (determined on an as-converted basis assuming that all then-outstanding Preferred Shares owned by Parent and paid for or otherwise acquired or Sub are converted into Ordinary Shares) beneficially owned by Sub or and Parent and the denominator of which shall be the aggregate number of shares of Common Stock votes represented by the Ordinary Shares (determined on an as-converted basis assuming that all then-outstanding Preferred Shares are converted into Ordinary Shares) then issued and outstanding, and the Corporation Company and its Board of Directors shall, at such time, take any and all such action needed necessary to cause Sub's designees Parent Designees to be appointed to the Corporation's Board of Directors of the Company in such class of directors (if any) as shall ensure the longest possible term for such Parent Designees (including using commercially reasonable efforts to cause relevant directors to resign). Promptly upon resign and/or increasing the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority size of the Board of Directors of each direct or indirect Subsidiary the Company (subject to the limitations set forth in the Company's Memorandum of Association and the Corporation (other than Allied Bond & Collection Agency, Inc.Company's Articles of Association)). Subject to applicable law, the Corporation The Company shall take all action requested by Parent which is reasonably necessary required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1, promulgated thereunder, to effect any the election of such electionParent Designees, including (i) mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder or (ii) including such information in the Schedule 14D-9 filed with the Commission and distributed to the shareholders of the Company, and the Corporation Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation Company, on a timely basis basis, all information required to be included in such Information Statement by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder with respect to Sub's designeesthe Parent Designees. In furtherance thereofParent and Sub shall be solely responsible for any information with respect to either of them and their nominees, officers, directors and Affiliates required by Section 14(f) and Rule 14f-1. Upon acceptance for payment of Ordinary Shares pursuant to the Offer (the date Ordinary Shares are first accepted for payment, the Corporation will increase "Acceptance Date"), the size Company, if so requested, shall use its commercially reasonable efforts to cause Persons designated by Parent to constitute the same percentage of the Corporation's each committee of its Board of Directors, or use its reasonable efforts to secure the resignation each Board of directors, or both, as is necessary to permit Sub's designees to be elected Directors of each Subsidiary and each committee of each such Board of Directors (in each case to the Corporationextent of the Company's ability to elect such Persons) as the percentage of the full Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors Directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of Company that the Corporation shall resignParent Designees constitutes.

Composition of the Board of Directors. Promptly upon the Share Purchase, Sub shall be entitled Prior to designate such number of directors on the Board of Directors any Initial Public Offering of the CorporationCompany, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares Directors constituting the Board shall be five (5). Each Shareholder shall vote its Shares at any shareholders meeting called for the purpose of Common Stock so accepted electing Directors or in any written consent of Shareholders executed for payment such purpose to elect, and paid for shall take all other actions necessary or otherwise acquired or owned by Sub or Parent required to ensure the election to the Board of, (i) one (1) nominee of Superway Enterprises (the “Superway Enterprises Director”); (ii) two (2) nominees of Crescent Jade (each, a “Crescent Jade Director”), one of the Crescent Jade Directors is referred to as the “CJ Director,” and the denominator of which other Crescent Jade Director is referred to as the “Common Director” provided that (A) the CJ Director and the Common Director shall be deemed to be the Crescent Jade Directors designated by Crescent Jade for all purposes of this Agreement, (B) the nomination of the Common Director shall be subject to the prior written consent of Solid Gain, (C) the nomination of a replacement for the Common Director shall be subject to the prior written consent of Solid Gain and (D) Crescent Jade may, at its discretion and subject to the prior written consent of Solid Gain, assign, in part or in whole, its right to nominate the Common Director; (iii) one (1) nominee of the BVI Companies (the “BVI Companies Director”) and (iv) one (1) nominee of MCO2 (the “MCO2 Director”). The Chairman of the Board shall be selected by the approval of a supermajority of at least four-fifths of the Directors from among the Crescent Jade Directors, the Superway Enterprises Director and the BVI Companies Director. At the time of any Initial Public Offering of the Company, the number of shares of Common Stock then outstanding, and Directors constituting the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to shall be appointed to the Corporation's Board of Directors seven (including to cause directors to resign7). Promptly upon the Share Purchase, Corporation and its Board Two (2) of these Directors shall take such further action be independent Directors, as may be requested by Sub to cause Sub's designees to constitute at least a majority defined under the rules of the applicable stock exchange and applicable laws and regulations. Any Director may bring a translator to any Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 meeting so long as Sub shall have provided the translator is bound by a confidentiality agreement satisfactory to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resignCompany.

Composition of the Board of Directors. (a) Promptly upon the Share Purchaseacceptance for payment of, and payment by Sub for, Ordinary Shares pursuant to the Offer, Sub shall be entitled to designate designate, subject to Section 2.3(c) of this Agreement, up to such number of directors ("Parent Designees") on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will shall give Sub, subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder, representation on such the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment votes represented by the Ordinary Shares (determined on an as-converted basis assuming that all then-outstanding Preferred Shares owned by Parent and paid for or otherwise acquired or Sub are converted into Ordinary Shares) beneficially owned by Sub or and Parent and the denominator of which shall be the aggregate number of shares of Common Stock votes represented by the Ordinary Shares (determined on an as-converted basis assuming that all then-outstanding Preferred Shares are converted into Ordinary Shares) then issued and outstanding, and the Corporation Company and its Board of Directors shall, at such time, take any and all such action needed necessary to cause Sub's designees Parent Designees to be appointed to the Corporation's Board of Directors of the Company in such class of directors (if any) as shall ensure the longest possible term for such Parent Designees (including using commercially reasonable efforts to cause relevant directors to resign). Promptly upon resign and/or increasing the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority size of the Board of Directors of each direct or indirect Subsidiary the Company (subject to the limitations set forth in the Company's Memorandum of Association and the Corporation (other than Allied Bond & Collection Agency, Inc.Company's Articles of Association)). Subject to applicable law, the Corporation The Company shall take all action requested by Parent which is reasonably necessary required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1, promulgated thereunder, to effect any the election of such electionParent Designees, including (i) mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder or (ii) including such information in the Schedule 14D-9 filed with the Commission and distributed to the shareholders of the Company, and the Corporation Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation Company, on a timely basis basis, all information required to be included in such Information Statement by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder with respect to Sub's designeesthe Parent Designees. In furtherance thereofParent and Sub shall be solely responsible for any information with respect to either of them and their nominees, officers, directors and Affiliates required by Section 14(f) and Rule 14f-1. Upon acceptance for payment of Ordinary Shares pursuant to the Offer (the date Ordinary Shares are first accepted for payment, the Corporation will increase "Acceptance Date"), the size Company, if so requested, shall use its commercially reasonable efforts to cause Persons designated by Parent to constitute the same percentage of the Corporation's each committee of its Board of Directors, or use its reasonable efforts to secure the resignation each Board of directors, or both, as is necessary to permit Sub's designees to be elected Directors of each Subsidiary and each committee of each such Board of Directors (in each case to the Corporationextent of the Company's ability to elect such Persons) as the percentage of the full Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors Directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of Company that the Corporation shall resignParent Designees constitutes.

Composition of the Board of Directors. (a) Promptly upon the Share Purchaseacceptance for payment of Shares equal to at least a majority of the outstanding shares of Common Stock pursuant to the terms of the Offer, Sub Acquisition shall be entitled to designate up to such number of directors ("Buyer Designees") on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will shall give SubAcquisition, subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder, representation on such the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or Shares beneficially owned by Sub or Parent Acquisition and Buyer and the denominator of which shall be the number of shares of Common Stock Shares then issued and outstanding, and the Corporation Company and its Board of Directors shall, at such time, take any and all such action needed necessary to cause Sub's designees Buyer Designees to be appointed to the Corporation's Board of Directors of the Company in such class of directors (if any) as shall ensure the longest possible term for such Buyer Designees (including using commercially reasonable efforts to cause relevant directors to resign). Promptly upon resign and/or increasing the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority size of the Board of Directors of each direct or indirect Subsidiary the Company (subject to the limitations set forth in the Company's Certificate of Incorporation and the Corporation (other than Allied Bond & Collection Agency, Inc.Company's By-laws)). Subject to applicable law, the Corporation The Company shall take all action requested by Parent which is reasonably necessary required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder to effect any the election of such electionBuyer Designees, including (i) mailing to its shareholders an Information Statement containing stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder or (ii) including such information in the Schedule 14D-9 filed with the Commission and distributed to the stockholders of the Company, and the Corporation Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub Acquisition shall have provided to the Corporation Company, on a timely basis basis, all information required to be included in such Information Statement by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder with respect to Sub's designeesthe Buyer Designees. In furtherance thereofBuyer and Acquisition shall be solely responsible for any information with respect to either of them and their nominees, officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. At the Effective Time, the Corporation will increase Company, if so requested by Buyer, shall use its commercially reasonable efforts to cause Persons designated by Buyer to constitute the size same percentage of the Corporation's each committee of its Board of Directors, or use its reasonable efforts to secure the resignation each Board of directors, or both, as is necessary to permit Sub's designees to be elected Directors of each Subsidiary and each committee of each such Board of Directors (in each case to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors extent of the Corporation, other than SubCompany's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resignability to elect such Persons).

Composition of the Board of Directors. (a) Promptly upon the Share Purchaseacceptance for payment of, and payment by Merger Sub in accordance with the Offer for, shares of Company Common Stock pursuant to the Offer, and from time to time thereafter as shares of Company Common Stock are acquired by Merger Sub, Merger Sub shall be entitled to designate such number of directors, rounded up to the next whole number, but at no time prior to the Effective Time (as hereinafter defined) more than three fewer than the total number of directors on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the percentage that such number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Merger Sub or Parent and the denominator of which shall be bears to the number of shares of Company Common Stock then outstanding, and the Corporation and its Board of Directors . The Company shall, at such time, take any and all such action needed to cause Merger Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchaseso elected; PROVIDED, Corporation and its Board of Directors shall take HOWEVER, that such further action as election may be requested effected by Sub to cause Sub's designees to constitute at least a majority means of increasing the size of the Board of Directors of each direct the Company or indirect Subsidiary obtaining the resignation of incumbent directors and causing Merger Sub's designees to be elected; PROVIDED, FURTHER, that (i) notwithstanding the foregoing, Merger Sub shall not be entitled to elect a majority of the Corporation Company's directors under this SECTION 1.3(A) until such time as it owns more than fifty percent (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f50%) of the Exchange Act and Rule 14f-1 promulgated thereunderoutstanding shares of Company Common Stock, and (ii) the Corporation agrees obligation to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the CorporationCompany's Board board of Directorsdirectors is subject to restrictions contained in the Company's certificate of incorporation and bylaws, or use and (iii) to the extent the Company is so restricted from increasing the size of its reasonable efforts to secure the resignation board of directors, or both, as is necessary the Company will use its best efforts to permit Subobtain resignations from the members of its board of directors in order to effect the right of Merger Sub to elect designated members of the Company's designees to be board of directors and have such nominees elected to the Corporation's Board such board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resigndirectors.

Composition of the Board of Directors. (a) Promptly upon the Share Purchaseacceptance for payment of, and payment by Sub for, shares of Common Stock equal to at least 51% of the outstanding shares of Common Stock entitled to vote on any matter at a meeting of the stockholders of the Company pursuant to the terms of the Offer, Sub shall be entitled to designate up to such number of directors on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder, representation on such the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (including not less than two directors who are directors as of the date hereof and giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or beneficially owned by Sub or and Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation Company and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause of the Company in such class of directors to resign). Promptly upon as shall ensure the Share Purchase, Corporation and its Board of Directors shall take longest possible term for such further action designee as may be requested by Sub to cause Sub's designees to constitute at least a majority member of the Board of Directors of each direct or indirect Subsidiary the Company, including, without limitation, increasing the size of the Corporation Board of Directors of the Company (other than Allied Bond & Collection Agency, Inc.)subject to the limitations set forth in the Company's Certificate of Incorporation and the Company's By-Laws) and using its reasonable efforts to secure the resignation of directors. Subject to applicable law, the Corporation Company shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders stockholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation Company on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereofParent and Sub shall be solely responsible for any information with respect to either of them and their nominees, the Corporation will increase the size of the Corporation's Board of Directorsofficers, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in directors and Affiliates required by Section 1.1 hereof14(f) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resignRule 14f-1.

Composition of the Board of Directors. Promptly upon Upon written request of Baupost, the Share Purchase, Sub shall be entitled to designate such number board of directors on of the Company (the “Board”) shall appoint two individuals designated by Baupost (the “Baupost Designees”) to the Board with a term expiring at the Company’s annual meeting of Directors of its stockholders (the Corporation, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f“Annual Meeting”) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which occurring in 2018 and shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board to accommodate such designees. For so long as Baupost or its Affiliates own twenty percent (20%) or more of Directorsthe Company’s outstanding Common Stock (on an as-converted and as-exercised basis, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected assuming Stockholder Approval has been obtained and without regard to the Corporation's Board of Directors. Upon the Share Purchase Trigger Date (as defined in Section 1.1 hereofthe Indenture)), the Company shall nominate and recommend both Baupost Designees (or such successor or replacement designated by Baupost) all directors in the Company’s proxy statement at each Annual Meeting at which the Baupost Designees’ terms are set to expire. For so long as Baupost or its Affiliates own ten percent (10%) or more of the CorporationCompany’s outstanding Common Stock (on an as-converted and as-exercised basis, assuming Stockholder Approval has been obtained and without regard to the Trigger Date (as defined in the Indenture)), the Company shall nominate and recommend one Baupost Designee (or such successor or replacement designated by Baupost) in the Company’s proxy statement at each Annual Meeting at which the Baupost Designee’s term is set to expire. The Company shall take all actions necessary to ensure there are vacancies on the Board as of the effectiveness of this Agreement to permit the appointment of the Baupost Designees. In the event no Baupost Designee is designated with respect to any meeting, the person then in office as such designee shall be presumed to be the applicable designee. The Company shall cause the Baupost Designees to be included in the slate of nominees presented by the Board to the stockholders of the Company for election as directors at the relevant annual meeting of the stockholders and shall solicit proxies in favor of the election of such persons. The Company shall not solicit proxies of the stockholders of the Company to vote against any Baupost Designee or for the approval of any stockholder or other than Sub's designees proposals that are inconsistent with the rights afforded pursuant to this Section 4.1 and two directors will take no action that is inconsistent with the objective of Corporationhaving the Baupost Designees serve on the Board. For so long as any Baupost Designee has the right to be nominated pursuant to this Section 4.1, andsuch designee shall have the right to serve on each committee of the Board, unless otherwise agreed, all officers prohibited by law or applicable stock exchange rules. In the event of the Corporation death, resignation, or removal from office of a Baupost Designee for any reason, Baupost may appoint another person as the Baupost Designee to fill the vacancy created thereby and the Company shall resigntake all actions necessary to appoint such individual to the Board. If there is a vacancy on the Board as a result of a Baupost Designee’s failure to obtain the requisite approval of the Company’s stockholders necessary for election at any annual or special meeting of the Company’s stockholders, and where no other individual is elected to fill such vacancy, Baupost shall have the right to designate another Baupost Designee to fill such vacancy, and the Company shall take all actions necessary to appoint such individual to the Board. During the period that a Baupost Designee is a director of the Board, such director shall be entitled to the same benefits, including benefits under any director and officer indemnification or insurance policy maintained by the Company, as any other director of the Board. During the period between the effectiveness of this Agreement and the date Baupost or its Affiliates have ownership of less than ten percent (10%) of the Company’s outstanding Common Stock (on an as-converted and as-exercised basis, assuming Stockholder Approval has been obtained and without regard to the Trigger Date (as defined in the Indenture)), Baupost shall have the right to appoint one (1) non-voting board observer (the “Baupost Observer”) who shall (a) have the right to attend and participate in all meetings of the Board and committees of the Board and (b) be entitled to receive copies of all notices, minutes, consents, and other materials that the Company provides to its directors at the same time and in the same manner as provided to such directors, provided, that a majority of the members of the Board shall be entitled to exclude the Baupost Observer from portions of any meeting of the Board or committee thereof and to redact portions of any materials delivered to such Baupost Observer when and to the extent that such majority determines in good faith that (i) such exclusion or redaction is reasonably necessary to preserve attorney-client privilege with respect to a matter that is material to the business of the Company or (ii) there exists, with respect to any deliberation or materials, a conflict of interest between such Baupost Observer and the Company.

Composition of the Board of Directors. (a) Promptly upon the Share Purchaseacceptance for payment of, and payment by Sub in accordance with the Offer for, shares of Common Stock equal to at least two-thirds of the outstanding shares of Common Stock, pursuant to the Offer, Sub shall be entitled to designate up to such number of directors on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or beneficially owned by Sub or and Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation Company and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the CorporationCompany's Board of Directors (including using its reasonable best efforts to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation Company shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation Company on a timely basis all information required to be included in such the Information Statement with respect to Sub's designees. Parent or Sub will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. In furtherance thereof, the Corporation Company will increase the size of the CorporationCompany's Board of DirectorsDirectors (subject to the limitations set forth in the Company's Restated and Amended Certificate of Incorporation and By-Laws), or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the CorporationCompany's Board of Directors. Upon At the Share Purchase Effective Time (as defined in Section 1.1 2.01(a) hereof) all ), the Company, if so requested, will use its reasonable efforts to cause persons designated by Sub to constitute the same percentage of each committee of such board, each board of directors of each Subsidiary and each committee of each such board (in each case to the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers extent of the Corporation shall resignCompany's ability to elect such persons).

Composition of the Board of Directors. (a) Promptly upon the Share Purchaseacceptance for payment of, and payment by Merger Sub in accordance with the Offer for, shares of Company Common Stock pursuant to the Offer, and from time to time thereafter as shares of Company Common Stock are acquired by Merger Sub, Merger Sub shall be entitled to designate such number of directors, rounded up to the next whole number, but at no time prior to the Effective Time (as hereinafter defined) more than three fewer than the total number of directors on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the percentage that such number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Merger Sub or Parent and the denominator of which shall be bears to the number of shares of Company Common Stock then outstanding, and the Corporation and its Board of Directors . The Company shall, at such time, take any and all such action needed to cause Merger Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchaseso elected; PROVIDED, Corporation and its Board of Directors shall take HOWEVER, that such further action as election may be requested effected by Sub to cause Sub's designees to constitute at least a majority means of increasing the size of the Board of Directors of each direct the Company or indirect Subsidiary obtaining the resignation of incumbent directors and causing Merger Sub's designees to be elected; PROVIDED, FURTHER, that (i) notwithstanding the foregoing, Merger Sub shall not be entitled to elect a majority of the Corporation Company's directors under this SECTION 1.3(a) until such time as it owns more than fifty percent (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f50%) of the Exchange Act and Rule 14f-1 promulgated thereunderoutstanding shares of Company Common Stock, and (ii) the Corporation agrees obligation to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the CorporationCompany's Board board of Directorsdirectors is subject to restrictions contained in the Company's certificate of incorporation and bylaws, or use and (iii) to the extent the Company is so restricted from increasing the size of its reasonable efforts to secure the resignation board of directors, or both, as is necessary the Company will use its best efforts to permit Subobtain resignations from the members of its board of directors in order to effect the right of Merger Sub to elect designated members of the Company's designees to be board of directors and have such nominees elected to the Corporation's Board such board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resigndirectors.

Composition of the Board of Directors. (a) Promptly upon the Share Purchaseacceptance for payment of Shares equal to at least a majority of the outstanding shares of Common Stock pursuant to the terms of the Offer, Sub Acquisition shall be entitled to designate up to such number of directors ("Buyer Designees") on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will shall give SubAcquisition, subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder, representation on such the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or Shares beneficially owned by Sub or Parent Acquisition and Buyer and the denominator of which shall be the number of shares of Common Stock Shares then issued and outstanding, and the Corporation Company and its Board of Directors shall, at such time, take any and all such action needed necessary to cause Sub's designees Buyer Designees to be appointed to the Corporation's Board of Directors of the Company in such class of directors (if any) as shall ensure the longest possible term for such Buyer Designees (including using commercially reasonable efforts to cause relevant directors to resign). Promptly upon resign and/or increasing the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority size of the Board of Directors of each direct or indirect Subsidiary the Company (subject to the limitations set forth in the Company's Certificate of Incorporation and the Corporation (other than Allied Bond & Collection Agency, Inc.Company's By-laws)). Subject to applicable law, the Corporation The Company shall take all action requested by Parent which is reasonably necessary required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder to effect any the election of such electionBuyer Designees, including (i) mailing to its shareholders an Information Statement containing stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder or (ii) including such information in the Schedule 14D-9 filed with the -11- Commission and distributed to the stockholders of the Company, and the Corporation Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub Acquisition shall have provided to the Corporation Company, on a timely basis basis, all information required to be included in such Information Statement by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder with respect to Sub's designeesthe Buyer Designees. In furtherance thereofBuyer and Acquisition shall be solely responsible for any information with respect to either of them and their nominees, officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. At the Effective Time, the Corporation will increase Company, if so requested by Buyer, shall use its commercially reasonable efforts to cause Persons designated by Buyer to constitute the size same percentage of the Corporation's each committee of its Board of Directors, or use its reasonable efforts to secure the resignation each Board of directors, or both, as is necessary to permit Sub's designees to be elected Directors of each Subsidiary and each committee of each such Board of Directors (in each case to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors extent of the Corporation, other than SubCompany's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resignability to elect such Persons).

Composition of the Board of Directors. (a) Promptly upon following the Share PurchaseOffer Completion Date, Sub shall be entitled to designate up to such number of directors ("Parent Designees") on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will shall give Sub, subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder, representation on such the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or Shares beneficially owned by Sub or and Parent and the denominator of which shall be the number of shares of Common Stock Shares then issued and outstanding, and the Corporation Company and its Board of Directors shall, subject to applicable duties under Maryland law, at such time, take any and all such action needed necessary to cause Sub's designees Parent Designees to be appointed elected to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary the Company in such class of directors (if any) as shall ensure the longest possible term for such Parent Designees (including using commercially reasonable efforts to cause relevant directors to resign and/or increasing the number of directors on the Board of Directors of the Corporation Company (other than Allied Bond & Collection Agency, Inc.subject to the limitations set forth in the Company's Charter). Subject to applicable law, the Corporation The Company shall take all action requested by Parent which is reasonably necessary required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder to effect any the election of such electionParent Designees, including (i) mailing to its shareholders an Information Statement containing stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder or (ii) including such information in the Schedule 14D-9 filed with the Commission and distributed to the stockholders of the Company, and the Corporation Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation Company, on a timely basis basis, all information required to be included in such Information Statement by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder with respect to Sub's designeesthe Parent Designees. In furtherance thereofParent and Sub shall promptly supply the Company and shall be solely responsible for any information with respect to either of them and their nominees, officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. At the Effective Time, the Corporation will increase Company, if so requested, shall use its commercially reasonable efforts to cause Persons designated by Parent to constitute the size same percentage of the Corporation's each committee of its Board of Directors, each Board of Directors of each Subsidiary (not including PHFL or use its reasonable efforts to secure the resignation PHFT) and each committee of directors, or both, as is necessary to permit Sub's designees to be elected each such Board of Directors (in each case to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors extent of the Corporation, other than SubCompany's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resignability to elect such Persons).

Composition of the Board of Directors. Promptly upon From and after the Share Purchasedate hereof, Sub shall the Company will take all necessary or desirable action within its control in order to cause the authorized number of directors on the Company's Board of Directors to be established at five (5) directors. From and after the date hereof, each of the Shareholders agrees to vote all of its voting stock of the Company, and will take, and will cause any Persons controlled by it to take, all other necessary or desirable actions within its control (in its capacity as a stockholder of the Company) and the Company will take all necessary or desirable action within its control, in order to (A) cause the Investor (i) to initially be entitled to designate such number of directors on one (1) representative to the Board of Directors of the CorporationCompany, rounded up who shall initially be Paul X. X'Xxxx xxx (ii) to the next whole number, as will give Sub, subject continue to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal be entitled to at least that designate a number of directors which equals the product of the total number of directors on members to the Board of Directors (giving effect of the Company equal to the directors elected pursuant to this sentencepercentage obtained by dividing (x) multiplied by a fraction, the numerator sum of which shall be the number of shares of the Company's Common Stock so accepted for payment then held by such Investor and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of the Company's Common Stock issuable upon exercise of the Warrants then held by such Investor by (y) the sum, without duplication, of (i) the total number of shares of Company's Common Stock then outstanding, (ii) the number of shares of the Company's Common Stock issuable upon exercise of the Warrants then held by such Investor and (iii) the Corporation number of shares of the Company's Common Stock issuable as Reserved Securities, rounding up to the closest whole number any fractional board membership and its Board of Directors shall, at such time, take any and all such action needed (B) to cause Sub's designees such representatives designated by the Investor to be appointed elected to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 Company; PROVIDED THAT so long as Sub Investor shall continue to be a holder of shares of Common Stock or shares of Common Stock issuable upon exercise of the Warrants, the Investor shall be entitled to designate and have provided elected at least one member to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size Board of Directors of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resignCompany.

Composition of the Board of Directors. Promptly upon the Share Purchaseacceptance ------------------------------------- for payment of, and payment by Sub in accordance with the Offer for, at least 70% of the outstanding shares of common Stock pursuant to the Offer (the "Offer Closing"), Sub shall be entitled to designate such number of directors on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the percentage that such number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be bears to the number of shares of Common Stock then outstanding, outstanding and the Corporation Company and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the CorporationCompany's Board of Directors (including to cause directors to resign). Promptly upon At all times before the Share PurchaseEffective Time, Corporation Parent, Sub and its the Company shall use their reasonable efforts to ensure that at least two members of the Company's Board of Directors, as constituted on the date hereof, remain on the Company's Board of Directors, except to the extent that no such individuals or their appointees agree to serve as directors (the "Continuing Directors"). In the event that one or more Continuing Directors resign from the Company's Board of Directors, Parent, Sub and the Company shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority permit the remaining, or in the case of the Board resignation of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable lawall Continuing Directors, the Corporation resigning, Continuing Director or Continuing Directors to appoint his or their successors in his or their reasonable discretion. The Company shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation Company on a timely basis all information required to be included in such the Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation Company will increase the size of the CorporationCompany's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the CorporationCompany's Board of Directors. Upon As of the Share Purchase (as defined in Section 1.1 hereof) all Offer Closing, the Company, if so requested by Parent or Sub, will use its reasonable efforts to cause persons designated by Sub to constitute the same percentage of each committee of such board, each board of directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers each subsidiary of the Corporation shall resignCompany and each committee of each such board (in each case to the extent of the Company's ability to elect such persons).

Composition of the Board of Directors. Section 14(f). Promptly upon the Share Purchaseacceptance for payment of, Sub and payment by Purchaser for, any shares of Company Common Stock pursuant to the Offer, Purchaser shall be entitled to designate such number of directors on the Board of Directors of the Corporation, rounded up to the next whole number, Company as will give SubPurchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on such the Board of Directors of the Company equal to at least that number of directors directors, rounded up to the next whole number, which equals is the product of (a) the total number of directors on the Company's Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, (b) the numerator of which shall be the percentage that (i) such number of shares of Company Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be Purchaser plus the number of shares of Company Common Stock then otherwise owned by Purchaser or any other Subsidiary of Parent bears to (ii) the number of such shares outstanding, and the Corporation and its Board of Directors Company shall, at such time, take any and all such action needed to cause SubPurchaser's designees to be appointed to so elected; provided, however, that in the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Subevent that Purchaser's designees are appointed or elected to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary the Company, until the Effective Time the Board of the Corporation Directors of the Company shall have at least three directors who are directors on the date of this Agreement (the "Independent Directors"); and provided further that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other than Allied Bond & Collection Agencydirectors promptly shall designate three persons to fill such vacancies who shall not be officers, Inc.)stockholders or Affiliates of Parent or Purchaser, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable lawLaw, the Corporation Company shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement stockholders the information statement required under Rule 14f-1 containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to Company shall make such mailing with the mailing of the Schedule 14D-9 so long as Sub (provided that Purchaser shall have provided to the Corporation Company on a timely basis all information required to be included in such Information Statement the information statement required under Rule 14f-1 with respect to SubPurchaser's designees). Purchaser's designees shall be divided between the classes of directors as necessary to comply with the requirements of the Company's bylaws. In furtherance thereofconnection with the foregoing, the Corporation will Company shall promptly, at the option of Purchaser, either increase the size of the Corporation's Board of Directors, Directors of the Company or use its reasonable efforts to secure obtain the resignation of directors, or both, such number of its current directors as is necessary to permit Subenable Purchaser's designees to be elected or appointed to the CorporationBoard of Directors of the Company as provided above. The date on which Purchaser's designees constitute a majority of the Company's Board of Directors. Upon Directors is herein referred to as the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign"Control Date."

Composition of the Board of Directors. (a) Promptly upon following the Share PurchaseOffer Completion Date, Sub shall be entitled to designate up to such number of directors ("PARENT DESIGNEES") on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will shall give Sub, subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder, representation on such the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or Shares beneficially owned by Sub or and Parent and the denominator of which shall be the number of shares of Common Stock Shares then issued and outstanding, and the Corporation Company and its Board of Directors shall, subject to applicable duties under Maryland law, at such time, take any and all such action needed necessary to cause Sub's designees Parent Designees to be appointed elected to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary the Company in such class of directors (if any) as shall ensure the longest possible term for such Parent Designees (including using commercially reasonable efforts to cause relevant directors to resign and/or increasing the number of directors on the Board of Directors of the Corporation Company (other than Allied Bond & Collection Agency, Inc.subject to the limitations set forth in the Company's Charter). Subject to applicable law, the Corporation The Company shall take all action requested by Parent which is reasonably necessary required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder to effect any the election of such electionParent Designees, including (i) mailing to its shareholders an Information Statement containing stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder or (ii) including such information in the Schedule 14D-9 filed with the Commission and distributed to the stockholders of the Company, and the Corporation Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation Company, on a timely basis basis, all information required to be included in such Information Statement by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder with respect to Sub's designeesthe Parent Designees. In furtherance thereofParent and Sub shall promptly supply the Company and shall be solely responsible for any information with respect to either of them and their nominees, officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. At the Effective Time, the Corporation will increase Company, if so requested, shall use its commercially reasonable efforts to cause Persons designated by Parent to constitute the size same percentage of the Corporation's each committee of its Board of Directors, each Board of Directors of each Subsidiary (not including PHFL or use its reasonable efforts to secure the resignation PHFT) and each committee of directors, or both, as is necessary to permit Sub's designees to be elected each such Board of Directors (in each case to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors extent of the Corporation, other than SubCompany's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resignability to elect such Persons).

Composition of the Board of Directors. (a) Promptly ------------------------------------- upon the Share Purchaseacceptance for payment of, and payment by Sub for, Offer Securities equal to at least a majority of the Common Stock Equivalents, Sub shall be entitled to designate up to such number of directors on the Board of Directors of the CorporationCompany, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder, representation on such the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or Equivalents represented by Offer Securities beneficially owned by Sub or and Parent and the denominator of which shall be the number of shares of Common Stock Equivalents represented by Offer Securities then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation Company shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation Company agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation Company on a timely basis all information required to be included in such the Information Statement with respect to Sub's designees. Parent and Sub shall be solely responsible for any information with respect to either of them and their nominees, officers, directors and Affiliates required by Section 14(f) and Rule 14f-1. In furtherance thereof, the Corporation will Company shall increase the size of the Corporation's Board of DirectorsDirectors of the Company (subject to the limitations set forth in the Company's Certificate of Incorporation and the Company's By-Laws), or use its reasonable best efforts to secure the resignation of directors, or both, as is reasonably necessary to permit Sub's designees to be elected to the CorporationBoard of Directors of the Company; provided, however, in the event that Sub's designees -------- ------- are elected or appointed to the Board of Directors of the Company, until the Effective Time, the Board of Directors of the Company shall have at least one director who is a director on the date hereof and who is not an Affiliate or associate of Parent or Sub or any other Person who beneficially owns Offer Securities representing 5% or more of the Common Stock Equivalents, or is designated by a majority of the directors of the Company who are such directors (each, an "Independent Director"). At the Effective Time, the Company, upon the -------------------- request of Parent or Sub, shall use its reasonable best efforts to cause Persons designated by Sub to constitute the same percentage of each committee of its Board of Directors. Upon , each Board of Directors of each Subsidiary and each committee of each such Board of Directors (in each case to the Share Purchase (as defined in Section 1.1 hereof) all directors extent of the CorporationCompany's ability to elect such Persons). Promptly upon the exercise by Sub of any of the Warrants, other than the Company shall issue the relevant number of shares of Common Stock to Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers in accordance with the terms of the Corporation shall resignCommon Stock Purchase Warrant Agreement or the Microsoft Warrant Agreement, as the case may be.