DIRECTORS AND Clause Samples

DIRECTORS AND. Choreographers BOTH Notwithstanding the above, in the case of a Director or Choreographer, one (1%) percent of their total fee shall be substituted for all penalty payments in this Article.‌

DIRECTORS AND. OFFICERS The directors and officers of Waste to Energy immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation. 2. CONVERSION OF SHARES 2.1 COMMON STOCK OF WASTE TO ENERGY Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock of Waste to Energy, par value of $0.0001 per share, issued and outstanding immediately prior to the Effective Date shall be changed and converted into one fully paid and non-assessable share of the common stock of the Surviving Corporation, par value of $0.001 per share (the "SURVIVOR STOCK"). 2.2 COMMON STOCK OF ABAKAN Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Abakan, par value of $0.0001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.

DIRECTORS AND. OFFICERS OF THE SURVIVING ENTITY AND DIRECTORS OF PARENT................................3 Section 3.1 Directors of Surviving Entity..........................................................3 Section 3.2 Officers of Surviving Entity...........................................................3 Section 3.3 Board of Directors of Parent...........................................................3

DIRECTORS AND. The Director’s or Choreographer’s minimum fee for directing/choreographing a Joint THEATRE FOR YOUNG AUDIENCES Preamble

DIRECTORS AND. OFFICERS are subject to the following additional trading restriction. - SHORT SWING PROFITS - Directors and Officers may not profit from the purchase and sale or sale and purchase of SEI's securities within 6 months of acquiring or disposing of Beneficial Ownership of that Security.

DIRECTORS AND. OFFICERS At and after the Effective Time, the board of directors of the Surviving Corporation shall be comprised of the directors of the Merger Sub immediately prior to the Effective Time, in each case until their respective successors have been duly elected or until the next annual meeting of shareholders, whichever is later, or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Articles of

DIRECTORS AND. OFFICERS OF THE SURVIVING CORPORATION{tc \l1 " ARTICLE III DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION} III.1 Directors. {tc \l2 " III.1

DIRECTORS AND. OFFICERS OF XCEL 3.1 Directors ..................................... 5 3.2