Common use of Directors Clause in Contracts

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon after the acceptance for payment of, and payment by Sub for, any of shares of Company Common Stock tendered pursuant to the OfferOffer representing at least a majority of the outstanding shares of Company Common Stock on a fully diluted basis (the “Appointment Time”) and, Sub from time to time thereafter, as shares of Company Common Stock are accepted for payment by Buyer, Buyer shall be entitled to designate such number of directors on members of the Board of Directors of the Company Board as will give Sub, subject to compliance with Section 14(f) of (the Exchange Act, representation on the Company Board equal to at least that number of directors“Buyer Designees”), rounded up to the next nearest whole number, that equals as will give Buyer representation on the Board of Directors of the Company equal to the product of (i) the total number of directors on members of the Board of Directors of the Company Board (after giving effect to any increase in the number of the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such the number of shares of Company Common Stock beneficially owned by Parent or Buyer at such time (including shares of Company Common Stock so accepted for payment and paid for by Sub plus payment) bears to the total number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares then outstanding. In furtherance thereof, and the Company shall, at upon the request of, and as specified by, Buyer, promptly either increase the size of the Board of Directors of the Company or secure the resignations of such timenumber of the Company’s incumbent directors, cause Sub’s designees or both, as is necessary to enable Buyer Designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of Directors of the Company Board on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action actions available to the Company to cause Buyer Designees to be so elected or appointed. At such time, if requested by Parent Buyer, the Company shall also take all action necessary to effect cause persons designated by Buyer to constitute at least the same percentage (rounded up to the next whole number) as is on the Board of Directors of the Company of each committee of the Board of Directors of the Company, to the extent permitted by applicable Law and the rules of any stock exchange or trading market on which the Company Common Stock is listed and traded. The provisions of this Section 1.3 are in addition to and shall not limit any rights which Buyer, Parent or any of their affiliates (as such term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) may have as a holder or beneficial owner of shares of Company Common Stock as a matter of applicable Law with respect to the election of directors or appointmentotherwise. (b) The Company shall take all actions required in order to fulfill its obligations under Section 1.3(a), including mailing to its stockholders the Information Statement containing shareholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder as part of the Schedule 14D-9; provided, however, that Parent and Buyer shall supply to the Company shall make such mailing in writing prior to the filing with the mailing SEC of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all any information required to be included in the Information Statement with respect to Sub’s designees). In connection with Parent and Buyer and Buyer Designees to the foregoingextent required by such Section 14(f) and Rule 14f-1. (c) Notwithstanding the provisions of this Section 1.3, the Company parties hereto shall promptly, use their respective reasonable best efforts to ensure that at least two of the option members of Sub, either increase the size Board of Directors of the Company Board or obtain shall, at all times following the resignation of such number of its current directors as is necessary Appointment Time and prior to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, be directors of the concurrence Company who were directors of the Company on the date hereof (the “Continuing Directors”); provided, however, that, if there shall be in office less than two Continuing Directors for any reason, the Board of Directors of the Company shall cause the persons designated by the remaining Continuing Directors to fill such vacancies and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement, or if no Continuing Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who will not be directors, officers, employees or affiliates of Parent or Buyer and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. From and after the time, if any, that Buyer Designees constitute a majority of the Independent Board of Directors shall be required for of the Company and prior to the Effective Time, subject to the terms hereof, any amendment to or modification of this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub Parent or Parent under this Agreement (except as expressly permitted Buyer hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any condition to the Company’s obligations hereunder or any of the Company’s rights hereunder and any other action of the Company hereunder which adversely affects the Company Shareholders (other than Parent or Parent’s Buyer) may be effected only if (in addition to the approval of the Board of Directors of the Company as a whole) there are in office one or Sub’s obligations under this Agreementmore Continuing Directors and such action is approved by a majority of the Continuing Directors then in office. Following the Appointment Time and prior to the Effective Time, neither Parent nor Buyer shall take any other action to remove any Continuing Director.

Directors. (a) Promptly upon the acceptance for payment of, and payment purchase by Merger Sub for, any shares of Company Common Stock Shares pursuant to the Offer, and from time to time thereafter, Merger Sub shall be entitled to designate up to such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals on the Board as shall give Merger Sub representation on the Board equal to the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such the aggregate number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise Shares beneficially owned by Merger Sub or any other subsidiary Affiliate of Parent Merger Sub at such time bears to (B) the total number of such shares Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub’s 's designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three as directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent including increasing the size of the Board or Sub, and securing the resignations of incumbent directors or both. At such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Lawtimes, the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all action requested by Parent necessary actions required pursuant to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, thereunder in order to fulfill its obligations under this Section 6.11 and the Company shall make such mailing with the mailing of include in the Schedule 14D-9 (provided that Sub shall have provided such information with respect to the Company on a timely basis all and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoingeither of them and their nominees, the Company shall promptlyofficers, at the option of Sub, either increase the size of the Company Board or obtain the resignation of directors and affiliates required by such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this AgreementSection 14(f) and each board of directors of each subsidiary of the Company designated by SubRule 14f-1. (bc) Following the election or appointment of Sub’s designees of Merger Sub pursuant to this Section 1.03(a) until 6.11, prior to the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to of this AgreementAgreement or the Company Charter or Company Bylaws, 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 Parent or Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s 's rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or Parent’s if no such directors are then in office, no such amendment, termination, extension or Sub’s obligations under this Agreementwaiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries).

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares Each share of Company Common Participating Preferred Stock pursuant to the Offer, Sub shall be entitled to designate one vote, and holders of fractional shares shall have the right to a fractional vote. Upon election, such directors shall become additional directors of the Corporation and the authorized number of directors of the Corporation shall thereupon be automatically increased by such number of directors. Such right of the holders of Participating Preferred Stock to elect directors may be exercised until all dividends in default on the Participating Preferred Stock shall have been paid in full, and dividends for the current dividend period declared and funds therefor set apart, and when so paid and set apart, the right of the holders of Participating Preferred Stock to elect such number of directors on shall cease, the Company Board as will give Subterm of such directors shall thereupon terminate, subject to compliance with Section 14(f) of and the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals the product of (i) the total authorized number of directors on of the Company Board (giving effect Corporation shall thereupon return to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares authorized directors otherwise in effect, but subject always to the same provisions for the vesting of Company Common such special voting rights in the case of any such future dividend default or defaults. The fact that dividends have been paid and set apart as required by the preceding sentence shall be evidenced by a certificate executed by the President and the chief financial officer of the Corporation and delivered to the Board of Directors. The directors so elected by holders of Participating Preferred Stock shall serve until the certificate described in the preceding sentence shall have been delivered to the Board of Directors or until their respective successors shall be elected or appointed and qualify. At any time when such special voting rights have been so accepted for payment vested in the holders of the Participating Preferred Stock, the Secretary of the Corporation may, and paid for by Sub plus upon the written request of the holders of record of 10% or more of the number of shares of Company Common the Participating Preferred Stock otherwise owned by Sub or any other subsidiary then outstanding addressed to such Secretary at the principal office of Parent bears to (B) the number Corporation in the State of such shares outstandingIllinois, and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members call a special meeting of the Company Board on the date of this Agreement and who are not officers holders of the Company (Participating Preferred Stock for 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, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates election of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board by them as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees hereinabove provided, to be proportionately represented on each committee held in the case of such written request within forty (40) days after delivery of such request, and in either case to be held at the place and upon the notice provided by law and in the By-laws of the Company Board Corporation for the holding of meetings of stockholders; provided, however, that the Secretary shall not be required to call such a special meeting (other i) if any such request is received less than ninety (90) days before the date fixed for the next ensuing annual or special meeting of stockholders or (ii) if at the time any committee such request is received, the holders of Participating Preferred Stock are not entitled to elect such directors by reason of the Company Board established to take action under this Agreementoccurrence of an event specified in the third sentence of subparagraph (d) and each board of directors of each subsidiary of the Company designated by Subbelow. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any of shares of Company Common Stock by Sub pursuant to the Offer, Parent and Sub shall be entitled to designate such number of directors on the Board of Directors of (i) the Company Board as will give Parent and Sub, subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number a majority of such shares outstandingdirectors, and the Company shall, at such time, cause Parent's and Sub’s 's designees to be so elected or appointed to by its existing Board of Directors and (ii) each subsidiary of the Company Boardand each committee of the Board of Directors of the Company and each such subsidiary as will give Parent and Sub (collectively) a majority of such directors or committee, provided that in and the Company shall, at such time, cause Parent's and Sub's designees to be so elected. In the event that Parent's and Sub’s 's designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company such Board of Directors shall have at least three two directors who are members of the Company Board directors on the date of this Agreement and who are not officers or employees of the Company (the “Independent Directors”"NON-EMPLOYEE DIRECTORS"); and provided further that, in such event, if the number of Independent Non-Employee Directors shall be reduced below three two for any reason whatsoever, the remaining Independent Directors Non-Employee Director shall be entitled to nominate designate a person to fill such vacancy who shall be deemed to be an Independent Non-Employee Director for purposes of this Agreement or, if no Independent Non-Employee Directors then remain, the other directors shall designate two persons to fill such vacancies who are shall not officers, employees, stockholders be officers or affiliates of the Company, or officers or affiliates of Parent or Subany of its subsidiaries, and such persons shall be deemed to be Independent Non-Employee Directors for purposes of this Agreement. . (b) Subject to applicable Lawlaw, the Company shall take all action requested by Parent necessary to effect any such election or appointmentcontemplated by this Section 1.3, including mailing to its stockholders the Information Statement information statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder (the "14(F) STATEMENT"), and the Company shall agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and Sub shall have provided to the Company on a timely basis all information required to be included in the Information 14(f) Statement with respect to Parent's and Sub’s 's designees). In connection with the foregoing, the Company shall will promptly, at the option of SubParent, either increase the size of the Company Company's and each subsidiary's Board or of Directors (and each committee thereof) and/or obtain the resignation of such number of its current directors as is necessary to enable Parent's and Sub’s 's designees to be elected or appointed to, and to constitute a majority of, the Company Company's and each subsidiary's Board of Directors (and each committee thereof) as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (bc) Following the election or appointment of Parent's and Sub’s 's designees pursuant to this Section 1.03(a) until 1.3 and prior to the Effective Time, the concurrence affirmative vote of a majority of the Independent Non-Employee Directors then in office shall be required for any amendment by the Company to this Agreement, any termination of (i) amend or terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub (ii) exercise or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of waive any of the Company’s 's rights or remedies under this Agreement, (iii) extend the time for performance of Parent’s or 's and Sub’s 's respective obligations under this AgreementAgreement or (iv) enter into any agreement with Parent, Sub or their respective Affiliates that would prevent or materially delay the consummation of the Merger.

Directors. (a) Promptly upon The Company agrees it shall cause the acceptance 2006 Annual Meeting to occur no later than July 6, 2006. The Company shall cause the Board and all applicable committees of the Board to nominate each of the Knightspoint Nominees, the ▇▇▇▇▇▇▇▇▇▇ Nominees and the Independent Nominees for payment ofelection to the Board (collectively, the “Company Nominees”) at the 2006 Annual Meeting and payment by Sub forto solicit votes for each of these nominees’ election in the same manner as votes are solicited for each of the ▇▇▇▇▇▇▇▇▇▇ Nominees. The Company shall cause the Board to recommend that the Company’s stockholders vote for the Company Nominees as Directors of the Company at the 2006 Annual Meeting and the Company shall include this recommendation in its proxy materials for the 2006 Annual Meeting. The Company shall cause the proxy used for the 2006 Annual Meeting to solicit authority to vote for the Company Nominees at the 2006 Annual Meeting. The Company shall use commercially reasonable efforts to solicit proxies in favor of the election of the Company Nominees at the 2006 Annual Meeting. The Company shall cause the Board to take all necessary action so that effective as of the election of Directors at the 2006 Annual Meeting the size of the Board shall be fixed at nine members. If any Independent Nominee cannot serve as a Director on the date of the 2006 Annual Meeting but can serve at a later date prior to the Company’s 2007 Annual Meeting of Stockholders (the “2007 Annual Meeting”), any shares of the Knightspoint Entities and the Company Common Stock agree (i) to appoint such Independent Nominee to the Board at the time such person is able to serve following the 2006 Annual Meeting and (ii) to hold open the Director seat created pursuant to the Offerpreceding sentence for the purpose of appointing such Independent Nominee. If any Knightspoint Nominee is unable or elects not to continue to serve as a Director once elected after the 2006 Annual Meeting, Sub then the Knightspoint Entities shall be entitled to designate select a replacement Director, and each of the Knightspoint Entities and the ▇▇▇▇▇▇▇▇▇▇ Entities shall cause its respective Directors to elect such number replacement Director. If any ▇▇▇▇▇▇▇▇▇▇ Nominee is unable or elects not to continue to serve as a Director once elected at the 2006 Annual Meeting, then the ▇▇▇▇▇▇▇▇▇▇ Entities shall be entitled to select a replacement Director, and each of directors on the Knightspoint Entities and the ▇▇▇▇▇▇▇▇▇▇ Entities shall cause its Directors to elect such replacement Director. If any Independent Director is unable or elects not to continue to serve as a Director once elected at the 2006 Annual Meeting, then the Company Board as will give Subshall select a replacement Director, subject to compliance with Section 14(f) and each of the Exchange Act, representation on Knightspoint Entities and the ▇▇▇▇▇▇▇▇▇▇ Entities shall cause its Directors to elect such replacement Director. The Company and the Board equal shall not submit any matters to a stockholder vote at least that number of directors, rounded up to the next whole number, that equals the product of 2006 Annual Meeting other than: (i) the total number election of directors on the Company Board (giving effect Nominees to the directors elected pursuant to this sentence) multiplied by Board, and (ii) the percentage that ratification of the appointment of the Company’s outside auditor. (Ab) such number The Board or a nominating committee of shares the Board consisting of one Independent Nominee, one Knightspoint Nominee and one ▇▇▇▇▇▇▇▇▇▇ Nominee (the “Nominating Committee”) shall nominate for election to the Board at the 2007 Annual Meeting a slate of individuals selected by it in its sole discretion. (c) Notwithstanding any provision to the contrary contained in this Agreement, the Company Common Stock so accepted for payment shall not be required to nominate any Knightspoint Nominees or otherwise perform its obligations under this Section 3.1 with respect to the Knightspoint Nominees unless at all times after the date hereof and paid for prior to the 2006 Annual Meeting the Knightspoint Entities satisfy the Minimum Condition. (d) If, at any time after the Knightspoint Nominees are elected to the Board but prior to the expiration of the Standstill Period applicable to the Knightspoint Entities, the Knightspoint Entities shall fail to satisfy the Minimum Three-Seat Threshold but shall satisfy the Minimum Two-Seat Threshold, the Knightspoint Entities shall cause one Knightspoint Nominee selected by Sub plus the Knightspoint Entities to resign immediately by executing and delivering an irrevocable resignation as a member of the Board. (e) If, at any time after the Knightspoint Nominees are elected to the Board but prior to the expiration of the Standstill Period applicable to the Knightspoint Entities, the Knightspoint Entities shall fail to satisfy the Minimum Three-Seat Threshold and the Minimum Two-Seat Threshold but shall satisfy the Minimum One-Seat Threshold, the Knightspoint Entities shall select one Knightspoint Nominee to remain on the Board and shall cause all other Knightspoint Nominees on the Board to resign immediately by executing and delivering irrevocable resignations as members of the Board. (f) If, at any time after the Knightspoint Nominees are elected to the Board but prior to the expiration of the Standstill Period applicable to the Knightspoint Entities, the Knightspoint Entities shall fail to satisfy the Minimum Three-Seat Threshold, the Minimum Two-Seat Threshold and the Minimum One-Seat Threshold, the Knightspoint Entities shall cause all Knightspoint Nominees on the Board to resign immediately by executing and delivering irrevocable resignations as members of the Board. (g) Prior to the 2006 Annual Meeting, the Knightspoint Entities shall notify the Company promptly (and in any event within one business day) if, at any time, the Knightspoint Entities shall fail to satisfy the Minimum Condition. (h) After the 2006 Annual Meeting but prior to the expiration of the Standstill Period applicable to the Knightspoint Entities, the Knightspoint Entities shall notify the Company promptly (and in any event within three business days) if, at any time, the Knightspoint Entities shall fail to satisfy the Minimum Three-Seat Threshold, the Minimum Two-Seat Threshold or the Minimum One-Seat Threshold. (i) At any time prior to the expiration of the Standstill Period applicable to the Knightspoint Entities, at the request of the Company, the Knightspoint Entities shall certify to the Company in writing the number of shares of Company Common Stock otherwise beneficially owned by Sub or any other subsidiary them. (j) The provisions of Parent bears to Section 3.1(c), (Bd), (e) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date (f) of this Agreement shall not in any way affect or limit the covenants and who are not officers agreements of the Company (the “Independent Directors”); and provided further that, Knightspoint Entities set forth elsewhere in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly Subject to compliance with applicable law, effective upon the acceptance for payment of, and payment by Sub for, any shares the Purchaser for not less than a majority of Company Common Stock the Shares pursuant to the Offer, Sub and from time to time thereafter, Parent shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals on the Board as is equal to the product of (i) the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such the aggregate number of shares of Company Common Stock so accepted for payment and paid for Shares beneficially owned by Sub plus the Parent or its affiliates bears to the total number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares Shares then outstanding, and the Company shall, at such time, shall promptly take all actions necessary to cause SubParent’s designees (“Purchaser Insiders”) to be so elected elected, including, if necessary, by increasing the number of directors or appointed seeking the resignations of one or more existing directors; provided, however, that prior to the Company BoardEffective Time, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall always have at least three members who are not officers, directors, stockholders, or designees of the Purchaser or any of its affiliates and the Company shall continue to comply with the Nasdaq National Market requirements with respect to independent directors. If the number of directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (the “Independent Directors”); and provided further that, in such event, if the number of Independent Directors shall be Purchaser Insiders is reduced below three for any reason whatsoeverprior to the Effective Time, the remaining Independent Directors shall directors who are not Purchaser Insiders (or if there is only one director who is not a Purchaser Insider, the remaining director who is not a Purchaser Insider) shall, to the fullest extent permitted by applicable law, be entitled to nominate designate a person (or persons) to fill such vacancy (or vacancies) who is not an officer, director, stockholder, or designee of the Purchaser or any of its affiliates and who shall be a director not deemed to be an Independent Director a Purchaser Insider for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for all purposes of this Agreement. Subject . (b) The Company’s obligations to applicable Law, appoint Parent’s designees to the Company Board shall take all action requested by Parent necessary be subject to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use promptly take all actions required pursuant to such Section and Rule in order to fulfill its reasonable efforts obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established and its officers and directors as is required under such Section and Rule in order to take action fulfill its obligations under this Agreement) Section 1.03; provided, however, that Parent will supply and each board of directors of each subsidiary of be responsible for any information with respect to itself and its officers, directors, and affiliates required by such Section and Rule to the Company designated by SubCompany. (bc) Following From and after the election or appointment of SubParent’s designees pursuant to this Section 1.03(a) until 1.03 and prior to the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any or termination of this Agreement by the Company, any extension by the Company of the time for the performance performance, or waiver, of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with acts of the transactions contemplated hereby, any required Parent or permitted consent the Purchaser or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement, will require the concurrence of a majority of the directors of the Company then in office who are not Purchaser Insiders.

Directors. (a) Promptly upon the acceptance for payment of, and payment by after such time as Sub for, any shares of Company Common Stock purchases Shares pursuant to the Offer, Sub shall be entitled entitled, to the fullest extent permitted by law, to designate such at its option up to that number of directors on directors, rounded to the Company nearest whole number, of the Company's Board as will give Subof Directors, subject to compliance with Section 14(f) of the Exchange Act, representation on as will make the Company Board percentage of the Company's directors designated by Sub equal to at least that number of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of the aggregate voting power of the shares of Company Common Stock so accepted for payment and paid for held by Sub plus the number of shares of Company Common Stock otherwise owned by Sub Parent or any other subsidiary of Parent bears to (B) the number of such shares outstandingits Subsidiaries; provided, and the Company shallhowever, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s 's designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company such Board of Directors shall have at least three directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Directors or Director shall be entitled to nominate designate a person or persons to fill such vacancy who or vacancies, each of whom shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three persons to fill such vacancies who are shall not officers, employees, stockholders be officers or affiliates of the CompanyCompany or any of its subsidiaries, or officers or affiliates of Parent or Subany of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject Following the election or appointment of Sub's designees pursuant to this Section 6.3 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Company Charter or the Amended and Restated 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 Sub or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors of the Company with respect to this Agreement, will require the concurrence of a majority of the Independent Directors and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. To the fullest extent permitted by applicable Lawlaw, the Company shall take all action requested by Parent that is reasonably necessary to effect any such election or appointmentelection, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s 's designees). In connection with the foregoing, the Company shall will promptly, at the option of SubParent, to the fullest extent permitted by law, either increase the size of the Company Company's Board or of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub’s 's designees to be elected or appointed to the Company Company's Board of Directors as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares Shares constituting a majority of Company Common Stock the then outstanding Shares by Purchaser or Merger Sub, as applicable, pursuant to the Offer, Sub Purchaser from time to time shall be entitled to designate such number of directors (rounded up to the next whole number) on the Board of Directors of the Company Board as will give Purchaser or Merger Sub, as applicable, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number percentage of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Board of Directors of the Company Board (giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by (ii) equal to the percentage of then outstanding Shares owned by Purchaser or Merger Sub (provided that (A) such percentage of the total number of shares directors shall not be less than a majority of Company Common Stock so accepted for payment and paid for by Sub plus the number Board of shares Directors of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstandingCompany), and the Company shall, at such time, cause Purchaser's or Merger Sub’s designees 's designees, as applicable, to be so elected or appointed to the Company Boardby its existing Board of Directors; provided, provided however, that in the event that Sub’s such -------- ------- designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company such Board of Directors shall have at least three two directors who are members of the Company Board directors on the date of this Agreement and who are not neither officers of the Company nor affiliates of Purchaser or Merger Sub (the “"Independent Directors”"); and provided further that, in such event, that if the number of Independent Directors shall be reduced below three two for any reason reasons whatsoever, the remaining Independent Directors Director shall be entitled to nominate designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are shall not officers, employees, stockholders be officers or affiliates of the Company, Parent Company or Subofficers or affiliates of Purchaser or any of its Subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. . (b) Subject to applicable Lawlaw, the Company shall take all action actions requested by Parent Purchaser necessary to effect any such election or appointmentelection, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder by the SEC, and the Company shall agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designeesas defined below). In connection with the foregoing, the Company shall will promptly, at the option of SubPurchaser, either increase the size of the Company Company's Board or of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Purchaser's or Merger Sub’s designees 's designees, as applicable, to be elected or appointed to, and to constitute (rounded up to the Company next whole number) that percentage of the total number of directors on the Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of Directors of the Company Board (other than giving effect to the election of any committee additional directors pursuant to this Section) equal to the percentage of then outstanding Shares owned by Purchaser or Merger Sub (provided that such percentage of the Company Board established to take action under this Agreement) and each board total number of directors of each subsidiary shall not be less than a majority of the Company designated by SubBoard of Directors of the Company). (bc) Following the election of Purchaser's or appointment of Merger Sub’s designees 's designees, as applicable, pursuant to this Section 1.03(a) until 6.11, prior to the Effective Time, any amendment or termination of this Agreement or waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this AgreementDirectors.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock the Purchaser for Shares pursuant to the Offer, Sub and from time to time thereafter, the Purchaser shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals on the Board of Directors of the Company as is equal to the product of (i) the total number of directors on the Board of Directors of the Company Board (determined after giving effect to the directors elected designated by the Purchaser pursuant to this sentence) multiplied by (ii) the percentage that (A) such the aggregate number of shares of Company Common Stock so accepted for payment and paid for Shares beneficially owned by Sub plus the Purchaser or its affiliates bears to the total number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares Shares then outstanding, and the Company shall, at such time, cause Sub’s designees subject to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing upon request of the Schedule 14D-9 (provided that Sub shall have provided Purchaser, promptly take all actions necessary to cause the Company on a timely basis all information required Purchaser's designees to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoingso elected, the Company shall promptlyincluding, at the option of Subif necessary, either increase promptly increasing the size of the Board of Directors of the Company or seeking the resignations of one or more existing directors, or both; provided, however, that prior to the Effective Time (as defined in Section 2.02) the Board of Directors of the Company shall always have at least two members who are neither officers, directors, shareholders or obtain designees of the resignation Purchaser or any of such its affiliates ("Purchaser Insiders"). If the number of directors who are not Purchaser Insiders is reduced below two for any reason prior to the Effective Time, then the remaining directors who are not Purchaser Insiders (or if there is only one director who is not a Purchaser Insider, the remaining director who is not a Purchaser Insider) shall be entitled to designate a person (or persons) to fill such vacancy (or vacancies) who is not an officer, director, shareholder or designee of the Purchaser or any of its current directors affiliates and who shall be a director not deemed to be a Purchaser Insider for all purposes of this Agreement. At such time, the Company (b) The Company's obligation to appoint the Purchaser's designees to the Board of Directors of the Company shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03, including mailing to the shareholders of the Company the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Sub’s the Purchaser's designees to be elected or appointed to the Board of Directors of the Company, and shall include in the Schedule 14D-9 such information with respect to the Company Board and its officers and directors as provided above. The Company shall also use is required under such Section and Rule in order to fulfill its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action obligations under this Agreement) Section 1.03. Parent will supply in writing any information with respect to itself and each board of its officers, directors of each subsidiary of and affiliates required by such Section and Rule to the Company designated by SubCompany. (bc) Following From and after the election or appointment of Sub’s the Purchaser's designees pursuant to this Section 1.03(a) until 1.03 and prior to the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with acts of Parent or the transactions contemplated hereby, any required Purchaser or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s 's rights hereunder, or Parent’s or Sub’s obligations under any other action taken by the Board of Directors of the Company in connection with this Agreement, will require the concurrence of a majority of the directors of the Company then in office who are not Purchaser Insiders.

Directors. (a) Promptly upon Sub having acquired a majority of the acceptance for payment of, combined voting power of the Shares and payment by Sub for, any shares of Company Common Stock pursuant to the OfferClass B Shares, Sub shall be entitled to designate such number of directors on the Board of Directors of the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number a majority of such shares outstandingdirectors, and the Company shall, at such time, cause Sub’s 's designees to be so elected or appointed to the Company Boardby its existing Board of Directors; provided, provided however, that in the event that Sub’s 's designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company such Board of Directors shall have at least three directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Directors or Director shall be entitled to nominate designate a person or persons to fill such vacancy who or vacancies, each of whom shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three persons to fill such vacancies who are shall not officers, employees, stockholders be officers or affiliates of the CompanyCompany or any of its subsidiaries, or officers or affiliates of Parent or Subany of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Lawlaw, the Company shall take all action requested by Parent that is reasonably necessary to effect any such election or appointmentelection, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s 's designees). In connection with the foregoing, the Company shall will promptly, at the option of SubParent, either increase the size of the Company Company's Board or of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub’s 's designees to be elected or appointed to, and to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of constitute a majority of the Independent Directors shall be required for any amendment to this Agreementdirectors on, any termination of this Agreement by the Company, any extension by the Company 's Board of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except Directors as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreementprovided above.

Directors. (a) Promptly Subject to compliance with applicable Law, promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock the Purchaser for Shares pursuant to the OfferOffer representing at least such number of Shares as shall satisfy the Minimum Condition, Sub and from time to time thereafter, Parent shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals on the Company Board as is equal to the product of (i) the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such the aggregate number of shares of Company Common Stock so accepted for payment and paid for Shares beneficially owned by Sub plus Parent or its Affiliates bears to the total number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares Shares then outstanding, and the Company shall, at such timeupon request of Parent, promptly take all actions necessary to cause SubParent’s designees to be so elected elected, including, if necessary, seeking the resignations of one or appointed more existing directors; provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company BoardBoard (as long as Parent and its Affiliates beneficially own a majority of the Common Shares of the Company); provided further, provided that in the event that Sub’s designees are appointed or elected prior to the Company Board, until the Effective Time (as defined in Section 2.2), the Company Board shall always have at least three two members who are not officers, directors, employees or designees of the Purchaser or any of its Affiliates (“Purchaser Insiders”). If the number of directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (the “Independent Directors”); and provided further that, in such event, if the number of Independent Directors shall be Purchaser Insiders is reduced below three for any reason whatsoevertwo prior to the Effective Time, the remaining Independent Directors director who is not a Purchaser Insider shall be entitled to nominate designate a person Person to fill such vacancy who is not a Purchaser Insider and who shall be a director not deemed to be an Independent Director a Purchaser Insider for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for all purposes of this Agreement. Subject . (b) The Company’s obligations to applicable Law, appoint Parent’s designees to the Company Board shall take all action requested by Parent necessary be subject to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use promptly take all actions required pursuant to such Section and Rule in order to fulfill its reasonable efforts obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.3. Parent will supply to the Company Board established any information with respect to take action under this Agreement) itself and each board of its officers, directors of each subsidiary of the Company designated and Affiliates required by Subsuch Section and Rule. (bc) Following the election or appointment of SubParent’s designees pursuant to this Section 1.03(a) until 1.3 and prior to the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with acts of Parent or the transactions contemplated hereby, any required Purchaser or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights hereunder, will require the concurrence of a majority of the directors of the Company then in office who are not Purchaser Insiders (or Parent’s in the case where there are two or Sub’s obligations under this Agreementfewer directors who are not Purchaser Insiders, the concurrence of one director who is not a Purchaser Insider) if such amendment, termination, extension or waiver could be reasonably likely to have an adverse effect on the minority stockholders of the Company.

Directors. (a) Promptly Subject to compliance with applicable law, promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock Purchaser for the Shares pursuant to the Offer, Sub and from time to time thereafter, Parent shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals on the Company Board as is equal to the product of (i) the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such the aggregate number of shares of Company Common Stock so accepted for payment and paid for Shares beneficially owned by Sub plus Parent or its affiliates bears to the total number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares Shares then outstanding, and the . The Company shall, at such timeupon request of Parent, promptly take all actions necessary to cause Sub’s Parent's designees to be so elected or appointed elected, including, if necessary, increasing the size of the Company Board (to the Company Boardextent permitted by the Company's Certificate of Incorporation and By-laws) and/or seeking the resignations of one or more existing directors, provided provided, however, that in the event that Sub’s designees are appointed or elected prior to the Company Board, until the Effective Time (as defined in Section Section 2.2), the Company Board shall at all times have at least three directors two members who are members of the Company Board on the date of this Agreement and who are not neither officers of the Company or any of its subsidiaries, or officers or directors of Purchaser or any of its affiliates (the “"Independent Directors”"); and provided further that, in such event, if . If the number of Independent Directors shall be is reduced below three for any reason whatsoevertwo prior to the Effective Time, the remaining Independent Directors Director shall be entitled to nominate designate a person to fill such vacancy who shall not be an officer or affiliate of the Company or any of its subsidiaries or an officer, director, or affiliate of Parent or any of its subsidiaries, and such person shall be deemed to be an Independent Director for all purposes of this Agreement or, if Agreement. If no Independent Directors then remain, the other directors of the Company on the date hereof shall designate two persons to fill such vacancies who are shall not officers, employees, stockholders be officers or affiliates of the CompanyCompany or any of its subsidiaries, or officers, directors or affiliates of Parent or Subany of its subsidiaries, and such persons shall be deemed to be Independent Directors for all purposes of this Agreement. Subject . (b) The Company's obligations to applicable Law, appoint Parent's designees to the Company Board shall take all action requested by Parent necessary be subject to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall, at its expense, promptly take all actions required pursuant to such Section and the Company Rule in order to fulfill its obligations under this Section Section 1.3 and shall make such mailing with the mailing of include in the Schedule 14D-9 (provided that Sub shall have provided such information with respect to the Company on a timely basis all and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section Section 1.3. Parent will supply any information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoingitself, the Company shall promptlyand its officers, at the option of Sub, either increase the size of the Company Board or obtain the resignation of directors and affiliates required by such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed Section and Rule to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by SubCompany. (bc) Following the election or appointment of Sub’s Parent's designees pursuant to this Section 1.03(a) until Section 1.3 and prior to the Effective TimeTime (as defined in Section Section 2.2), the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required acts of Parent or permitted consent or action by the Company Board hereunder Purchaser or any waiver of any of the Company’s 's rights hereunder, shall require the concurrence of a majority of the Independent Directors (or Parent’s or Sub’s obligations under this Agreementin the case where there is only one Independent Director, the concurrence of such Independent Director).

Directors. (a) Promptly Effective upon the acceptance for payment of, and payment by Sub for, of any shares of Company Common Stock Shares pursuant to the Offer, Sub Parent shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by and (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise Shares beneficially owned by Sub or any other subsidiary of Parent and/or Merger Subsidiary (including Shares accepted for payment) bears to (B) the total number of such shares Shares outstanding, and the Company shall, at such time, shall take all action necessary to cause SubParent’s designees to be so elected or appointed to the Company Board, provided including increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time as such designees constitute a majority of the Board (the “Control Date”), the Company shall also use its best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Company Board other than the Transaction Committee and (ii) each board of directors of each Subsidiary of the Company (and each committee thereof) that in represents the event that Sub’s designees are appointed or elected to same percentage as such individuals represent on the Company Board. (If Parent does not exercise its rights under this Section, all references in this Agreement to the Control Date shall be deemed references to the Effective Time.) Notwithstanding the foregoing, until Parent and/or Merger Subsidiary acquires a majority of the Effective Time outstanding Shares on a fully diluted basis, the Company Board shall have at least three directors who are use its reasonable efforts to ensure that all of the members of the Company Board on and such committees and boards as of the date of this Agreement and hereof who are not officers employees of the Company shall remain members of the Company Board and such committees and boards. (b) The Company’s obligations to appoint Parent’s designees to the “Independent Directors”); and provided further that, in such event, if the number of Independent Directors Company Board shall be reduced below three for any reason whatsoever, the remaining Independent Directors shall be entitled subject to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and . Subject to the Company shall make such mailing Parent’s compliance with the mailing final sentence of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designeesthis Section 2.03(b). In connection with the foregoing, the Company shall promptlypromptly take all actions, at and shall include in the option of Sub, either increase Schedule 14D-9 an information statement (the size of the Company Board or obtain the resignation of “Information Statement”) containing such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed information with respect to the Company Board and its officers and directors, as provided aboveSection 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section. The Company Parent shall also use its reasonable efforts timely supply to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than in writing and be solely responsible for any committee of the Company Board established information with respect to take action under this Agreementitself and its nominees, officers, directors and affiliates required by Section 14(f) and each board of directors of each subsidiary of the Company designated by SubRule 14f-1. (bc) Following the election or appointment of SubParent’s designees pursuant to Section 1.03(a2.03(a) and until the Effective Time, the concurrence approval of a majority of the Independent Directors directors of the Company then in office who were not designated by Parent shall be required for to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any amendment action by any other director of the Company, shall be required to this Agreement, authorize) any termination of this Agreement by the Company, any amendment of this Agreement, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent obligation or action hereunder by the Company Board hereunder Parent or Merger Subsidiary and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the acceptance for payment of, --------- and payment by Sub for, any such number of shares of Company Common Stock by Merger Sub pursuant to the OfferOffer as satisfies the Minimum Condition (the "Majority Acquisition"), and -------------------- from time to time thereafter, Merger Sub shall be entitled to designate such number of directors on the Company Board as will give Subof Directors of the Company, rounded up to the next greatest whole number, subject to compliance with Section 14(f) of the Exchange Act, representation on as shall represent a percentage of the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of the outstanding shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) Merger Sub; provided that, from the number of such shares outstanding, and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, Majority Acquisition until the Effective Time the Company Board shall have Time, at least three directors -------- two persons who are members directors of the Company Board on the date of this Agreement and who are not officers hereof shall be directors of the Company (the “Independent "Continuing Directors”"); and provided further -------------------- --- -------- ------- that, in such event, if the number of Independent Continuing Directors shall be reduced below three two for any reason whatsoever, the any remaining Independent Continuing Directors shall be entitled to nominate designate a person to fill such vacancy who shall be deemed to be an Independent as a Continuing Director for purposes of this Agreement or, if no Independent Continuing Directors then remain, the other directors shall designate two persons to fill such vacancies who are shall not be officers, employeesdirectors, stockholders or affiliates of Parent, Merger Sub or the Company, Parent or Sub, and such persons shall be deemed to be Independent Continuing Directors for purposes of this Agreement. The Company and its Board of Directors shall, at such time, take all such action needed to cause Merger Sub's designees to be appointed to the Company's Board of Directors. Subject to applicable Lawlaw, the Company shall take all action requested by Parent necessary to effect any such election or appointmentelection, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunderthereunder not later than ten days prior to the scheduled expiration date of the Offer, and the Company shall agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Sub’s 's designees). In connection with the foregoingAt such times, the Company shall promptlywill also cause (i) each committee of the Board of Directors, at the option of (ii) if requested by Merger Sub, either the board of directors of each of the Company's subsidiaries and (iii) if requested by Merger Sub, each committee of such board to include persons designated by Merger Sub constituting the same percentage of each such committee or board as Merger Sub's designees are of the Board. The Company shall, upon request by Merger Sub, promptly increase the size of the Company Board or obtain exercise its best efforts to secure the resignation resignations of such number of its current directors as is necessary to enable Sub’s Merger Sub designees to be elected or appointed to the Company Board as provided above. The Company and shall also use its reasonable efforts to cause the Merger Sub’s 's designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Subso elected. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the acceptance for payment of, purchase of and payment by Sub for, any for shares of Company Common Stock by Merger Sub pursuant to the OfferOffer which represents a majority of the shares of Company Common Stock outstanding on a Fully Diluted Basis (such date the “Payment Date”) and at all times thereafter and subject to Section 1.3(b), Merger Sub shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals on the Company’s Board of Directors as is equal to the product of (i) the total number of directors on the Company Company’s Board of Directors (giving effect to the directors elected or designated by Merger Sub pursuant to this sentence) multiplied by (ii) the percentage that (A) such the aggregate number of shares of Company Common Stock so accepted for payment beneficially owned by Merger Sub and paid for by Sub plus any of its Affiliates bears to the total number of shares of Company Common Stock otherwise owned by then outstanding (such directors which Merger Sub or any other subsidiary of Parent bears is entitled to (B) elect pursuant to this sentence, the number of such shares outstanding, and the “Merger Sub Designees”). The Company shall, at such time, cause upon Merger Sub’s designees request at any time following the Payment Date, take such reasonable actions, including promptly filling vacancies or newly created directorships on the Company’s Board of Directors, promptly increasing the size of the Company’s Board of Directors and/or promptly requesting the resignations of such number of its incumbent directors as are necessary to enable the Merger Sub Designees to be so elected or appointed designated to the Company BoardCompany’s Board of Directors, provided that in and shall use its best efforts to cause the event that SubMerger Sub Designees to be so elected or designated at such time. The Company’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of obligations under this Agreement and who are not officers of the Company (the “Independent Directors”); and provided further that, in such event, if the number of Independent Directors Section 1.3(a) shall be reduced below three for any reason whatsoever, the remaining Independent Directors shall be entitled subject to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the . The Company shall make such promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing with to stockholders the mailing information required by Section 14(f) and Rule 14f-1 as is necessary to enable the Merger Sub Designees to be elected or designated to the Company’s Board of the Schedule 14D-9 Directors (provided that Parent or Merger Sub shall have provided to the Company on a timely basis all required information required to be included in the Information Statement with respect to Sub’s such designees). In connection with the foregoing, Merger Sub shall supply the Company shall promptlywith, at and be solely responsible for, information with respect to the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Merger Sub Designees and Parent’s and Merger Sub’s designees to be elected or appointed respective officers, directors and Affiliates to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreementextent required by Section 14(f) and each board of directors of each subsidiary of the Company designated by SubRule 14f-1. (b) Following In the election or appointment of event that Merger Sub’s designees are elected or designated to the Company’s Board of Directors pursuant to Section 1.03(a) 1.3(a), then, until the Effective Time, the concurrence Company and Parent shall cause the Company’s Board of Directors to maintain as a majority director one director who is an independent member of the Independent Company’s Board of Directors on the date hereof (the “Continuing Director”); provided, however, that if the Continuing Director is unable to serve due to death, disability or resignation, the other directors shall designate one director who is an independent member of the Company’s Board of Directors to fill such vacancy and such person shall be required deemed the Continuing Director for any amendment to all purposes of this Agreement, any termination of . Notwithstanding anything in this Agreement to the contrary, the affirmative vote of the Continuing Director shall (in addition to the approvals of the Board of Directors or the stockholders of the Company as may be required by the Company, any extension by Restated Certificate of Incorporation of the Company (as amended, the “Company Articles”), the bylaws of the time Company (as amended, the “Company Bylaws,” and together with the Company Articles, the “Company Governing Documents”) or applicable Law) be required (i) for the performance of any Company to amend or terminate this Agreement in a manner adverse to the stockholders of the obligations of Sub Company other than Parent or Parent under this Agreement its Subsidiaries or (except as expressly permitted hereunder), any recommendation ii) to stockholders exercise or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of waive any of the Company’s rights rights, benefits or Parent’s remedies hereunder in a manner adverse to the stockholders of the Company other than Parent or Sub’s obligations under this Agreementits Subsidiaries.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares The Board of Company Common Stock pursuant to the Offer, Sub Directors shall be entitled to designate such divided into three classes: Class A, Class B and Class C. The number of directors on in each class shall be as nearly equal as possible. At the Company Board as will give Subfirst election of directors by the incorporator, subject to compliance with Section 14(f) the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of the Exchange ActStockholders. The Class C director shall then appoint additional Class A, representation on the Company Board equal to at least that number of Class B and Class C directors, rounded up as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the next whole numberthird succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, that equals in the product interim between Annual Meetings of (i) Stockholders or special meetings of stockholders called for the total number election of directors on and/or the Company Board (giving effect to the removal of one or more directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding, and the Company shallfilling of any vacancy in that connection, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that newly created directorships and any vacancies in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders unfilled vacancies resulting from the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board removal of directors of each subsidiary of for cause, may be filled by the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence vote of a majority of the Independent Directors shall be required for any amendment to this Agreementremaining directors then in office, any termination although less than a quorum (as defined in the by-laws of this Agreement the Corporation), or by the Companysole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, any extension by resignation or removal of a director shall serve for the Company remainder of the time for the performance of any full term of the obligations of Sub director whose death, resignation or Parent under this Agreement (removal shall have created such vacancy and until his successor shall have been elected and qualified. Unless and except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by extent that the Company Board hereunder or any waiver of any Bylaws of the Company’s rights or Parent’s or Sub’s obligations under this AgreementCorporation shall so require, the election of directors of the Corporation need not be by written ballot.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Parent or Merger Sub for, any shares of Company Common Stock Shares pursuant to the Offer, Parent or Merger Sub shall be entitled to designate such number of directors on members of the Board of Directors of the Company Board as will give Merger Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals which is the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares of Company Common Stock Shares so accepted for payment and paid for by Sub pursuant to the Offer plus the number of shares of Company Common Stock Shares otherwise owned by Parent, Merger Sub or any other subsidiary of Parent bears to (B) the number of such shares Shares outstanding, and the Company shall, at such time, cause Sub’s such designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that Sub’s such designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company such Board of Directors shall have at least three directors who are members of the Company Board directors on the date of this Agreement and who are not officers will be independent for purposes of Rule 10A-3 under the Company Exchange Act (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, the any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three persons to fill such vacancies who are not officers, employees, stockholders or affiliates will be independent for purposes of Rule 10A-3 under the Company, Parent or SubExchange Act, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointmentelection, including mailing to its stockholders shareholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent or Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s such designees). In connection with the foregoing, the Company shall promptly, at the option of SubParent, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s such designees to be elected or appointed to the Board of Directors of the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Parent’s or Merger Sub’s designees pursuant to Section 1.03(a6.10(a) until and prior to the Effective Time, any amendment or termination of this Agreement approved by the Company, extension for the performance or waiver of the obligations of Parent or Merger Sub or waiver of the Company’s rights hereunder shall require the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this AgreementDirectors.

Directors. (a) Promptly upon Sub having acquired a ---------- majority of the acceptance for payment of, combined voting power of the Shares and payment by Sub for, any shares of Company Common Stock pursuant to the OfferClass B Shares, Sub shall be entitled to designate such number of directors on the Board of Directors of the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number a majority of such shares outstandingdirectors, and the Company shall, at such time, cause Sub’s 's designees to be so elected or appointed to the Company Boardby its existing Board of Directors; provided, provided however, that in the event that -------- ------- Sub’s 's designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company such Board of Directors shall have at least three directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Directors or Director shall be entitled to nominate designate a person or persons to fill such vacancy who or vacancies, each of whom shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three persons to fill such vacancies who are shall not officers, employees, stockholders be officers or affiliates of the CompanyCompany or any of its subsidiaries, or officers or affiliates of Parent or Subany of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Lawlaw, the Company shall take all action requested by Parent that is reasonably necessary to effect any such election or appointmentelection, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s 's designees). In connection with the foregoing, the Company shall will promptly, at the option of SubParent, either increase the size of the Company Company's Board or of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub’s 's designees to be elected or appointed to, and to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of constitute a majority of the Independent Directors shall be required for any amendment to this Agreementdirectors on, any termination of this Agreement by the Company, any extension by the Company 's Board of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except Directors as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreementprovided above.

Directors. (a) Promptly upon The number of Directors of the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock shall not be changed except pursuant to an amendment to the OfferRestated M&A. For so long as there is any Series A Preferred Share outstanding, Sub subject to any agreement among the holders of the Series A Preferred Shares, the holders of the Series A Preferred Shares voting as a class shall be entitled to designate such number two (2) Directors (collectively the “Series A Directors”), one of directors on the Company Board whom shall be a person designated by JAFCO so long as will give Sub, subject to compliance with Section 14(fJAFCO holds at least fifteen percent (15%) of the Exchange ActSeries A Preferred Shares (or Shares resulting from the conversion thereof or exchange therefor) it held as of the date hereof, representation on and the Company Board equal to at least that number of directors, rounded up to other (the next whole number, that equals the product of “Second Series A Director”) shall be a person designated (i) by Intel (Cayman), so long as Intel (Cayman) holds at least thirty-three percent (33%) of the total number of directors on the Company Board (giving effect then outstanding Series A Preferred Shares and it exercises its right to the directors elected pursuant to this sentence) multiplied by designate a Director, or (ii) by the percentage that (A) such number holders of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that Series A Preferred Shares in the event that Sub’s designees are appointed Intel (Cayman) does not or elected cannot exercise its right to designate a Director. If Intel (Cayman) initially does not exercise its right to designate a Director and then subsequently exercises such right, the Company Board, until the Effective Time the Company Board shall have at least three directors who are members office of the Director originally designated by the holders of the Series A Preferred Shares shall be vacated to create a vacancy for Intel (Cayman). The Company Board on and the Shareholders acknowledge that as of the date of this Agreement Agreement, the seat of the Second Series A Director is vacant and shall remain vacant until either Intel (Cayman) or the holders of the Series A Preferred Shares has exercised the right to designate or appoint the Second Series A Director. For so long as there is any Series B Preferred Share outstanding, the holders of the Series B Preferred Shares voting as a class shall be entitled to designate two (2) Directors (collectively the “Series B Directors”), one of whom shall be a person designated by Qiming and the other shall be a person designated by SIG. For so long as there is any Series C Preferred Share outstanding, the holders of the Series C Preferred Shares voting as a class shall be entitled to designate one (1) Director (the “Series C Director”), who are not officers shall be a person designated by IGC Asia. The holders of the Ordinary Shares (other than Ordinary Shares issued upon the conversion of Preferred Shares) voting as a class shall be entitled to elect by a majority vote two (2) Directors (the “Ordinary Share Directors”). The Company and the Shareholders acknowledge that as of the date of this Agreement, the seat of one of the Ordinary Share Directors is vacant and the holders of Ordinary Shares shall have the right to elect one Ordinary Share Director to fill such seat at any time after the date of this Agreement. The eighth (8th) Director shall be the then current Chief Executive Officer of the Company (the “Independent DirectorsCEO”); ) and provided further that, in such event, if the number of Independent Directors Director shall be reduced below three for any reason whatsoever, referred to herein as the remaining Independent Directors “CEO Director.” The nineth (9th) Director shall be entitled to nominate an independent director appointed or removed by a person to fill such vacancy who shall be deemed to be an Independent Director for purposes vote of this Agreement or, if no Independent at least six (6) Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a8.5 (the “Independent Director”). Each Shareholder shall vote all of its shares from time to time in such manner as shall be necessary to ensure that no director designated pursuant to this Section 8.1 may be removed from office unless (A) until such removal is directed or approved by the Effective TimeShareholder(s) which originally designated or appoint such Director, or (B) the concurrence persons or entities originally entitled to designate or appoint such Director pursuant to this Section 8.1 are no longer so entitled to designate or appoint such Director. Any vacancy on the Board occurring because of the death, resignation or removal of a majority Director shall be filled by the vote or written consent of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any same Shareholder(s) which nominated and elected such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this AgreementDirector.

Directors. (a) Promptly upon the first acceptance for payment of, and payment by Sub for, any shares of Company Common Stock pursuant to the OfferOffer of Shares that represent at least a majority of the issued and outstanding Shares, Sub and the transfer of funds to a paying agent to cover the Closing Amount with respect to such Shares, Parent shall be entitled to designate such number of directors on the Company Board of Directors as will give SubParent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, that equals which is the product of (ix) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (iiy) the percentage that (AI) such number of shares of Company Common Stock Shares so accepted for payment and paid for by Sub and with respect to which funds were transferred to a paying agent to cover the Closing Amount plus the number of shares of Company Common Stock Shares otherwise owned by Sub Parent, Sub, or any other subsidiary of Parent bears to (BII) the number of such shares Shares outstanding, and the Company shall, at such time, cause SubParent’s designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that SubParent’s designees are appointed or elected to the Company BoardBoard of Directors, until the Effective Time Time, the Company Board of Directors shall have at least three (3) directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company and are independent directors for purposes of The Nasdaq Stock Market listing requirements (the “Independent Directors”); and provided further provided, further, that, in such event, if the number of Independent Directors shall be reduced below three (3) for any reason whatsoever, the any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three persons to fill such vacancies who are not officers, employees, stockholders officers or affiliates of the CompanyCompany and are independent directors for purposes of The Nasdaq Stock Market listing requirements, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. At such time, the Company shall, upon Parent’s request, also cause persons elected or designated by Parent to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors of (i) each committee of the Company Board of Directors, (ii) each board of directors (or similar body) of each of the Company’s Subsidiaries, and (iii) each committee (or similar body) of each such board, in each case only to the extent required by applicable Law or the rules of any stock exchange on which the Shares are listed. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointmentelection, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and Sub shall have provided to the Company on a timely basis basis, and shall be solely responsible for, all information required to be included in the Information Statement with respect to Parent’s and Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its current directors directors, or both, as is necessary to enable Sub’s designees to be elected or appointed to the Company Board of Directors as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following Notwithstanding anything in this Agreement to the election or appointment of Subcontrary, if Parent’s designees pursuant constitute a majority of the Company Board of Directors after the Acceptance Time and prior to Section 1.03(a) until the Effective Time, then the concurrence affirmative vote of a majority of the Independent Directors (or if only one (1) exists, then the vote of such Independent Director) shall be required for any amendment to this Agreement, any termination of (i) amend or terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub (ii) exercise or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of waive any of the Company’s rights rights, benefits or Parent’s remedies hereunder, if such action would materially and adversely affect holders of Shares other than Parent or Sub’s obligations , (iii) amend the certificate of incorporation or bylaws of the Company, or (iv) take any other action of the Company Board of Directors under or in connection with this AgreementAgreement or the transactions contemplated hereby; provided, however, that if there shall be no Independent Directors as a result of such persons’ deaths, disabilities or refusal to serve, then such actions may be effected by majority vote of the entire Company Board of Directors.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub forfor any Shares accepted by Sub for payment pursuant to the Offer at the Acceptance Time, any shares which Shares represent at least a majority of Company Common Stock the issued and outstanding Shares pursuant to the Offer, Sub Parent shall be entitled to designate such number of directors on the Company Board of Directors as will give SubParent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, that equals which is the product of (ix) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (iiy) the percentage that (AI) such number of shares of Company Common Stock Shares so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock Shares otherwise owned by Parent, Sub or any other subsidiary of Parent bears to (BII) the number of such shares Shares outstanding, and the Company shall, at such time, cause SubParent’s designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that SubParent’s designees are appointed or elected to the Company BoardBoard of Directors, until the Effective Time Time, the Company Board of Directors shall have at least three (3) directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company (the “Independent Directors”); and provided further provided, further, that, in such event, if the number of Independent Directors shall be reduced below three (3) for any reason whatsoever, the any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three persons to fill such vacancies who are not officers, employees, stockholders officers or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. At such time, the Company shall, upon Parent’s request, also cause persons elected or designated by Parent to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors of (i) each committee of the Company Board of Directors, (ii) each board of directors (or similar body) of each of the Company’s Subsidiaries, and (iii) each committee (or similar body) of each such board, in each case only to the extent required by applicable Law or the rules of any stock exchange on which the Shares are listed. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointmentelection, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its current directors directors, or both, as is necessary to enable Sub’s designees to be elected or appointed to the Company Board of Directors as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following Notwithstanding anything in this Agreement to the election or appointment of Subcontrary, if Parent’s designees pursuant constitute a majority of the Company Board of Directors after the Acceptance Time and prior to Section 1.03(a) until the Effective Time, then the concurrence affirmative vote of a majority of the Independent Directors (or if only one (1) exists, then the vote of such Independent Director) shall be required for any amendment to this Agreement, any termination of (i) amend or terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub (ii) exercise or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of waive any of the Company’s rights rights, benefits or Parent’s remedies hereunder, if such action would materially and adversely affect holders of Shares other than Parent or Sub’s obligations , (iii) amend the certificate of incorporation or bylaws of the Company, or (iv) take any other action of the Company Board of Directors under or in connection with this AgreementAgreement or the transactions contemplated hereby; provided, however, that if there shall be no Independent Directors as a result of such persons’ deaths, disabilities or refusal to serve, then such actions may be effected by majority vote of the entire Company Board of Directors.

Directors. (a) Promptly Effective upon the acceptance payment for payment ofall Shares accepted following the Acceptance Time, and payment by Sub forat all times thereafter, any shares of Company Common Stock pursuant to the Offer, Sub Parent shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals on the Company Board as is equal to the product of (i) the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such quotient obtained by dividing the aggregate number of shares of Company Common Stock so accepted for payment Shares Beneficially Owned by Parent and paid for Merger Sub or their respective Affiliates at such time by Sub plus the total number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares Shares then outstanding, and the Company shall, at such time, shall promptly take all actions reasonably necessary to cause SubParent’s designees to be so elected elected, including, if necessary, by increasing the size of the Company Board and/or obtaining the resignations of one or appointed more existing directors. Effective upon the payment for all Shares accepted following the Acceptance Time, and at all times thereafter, the Company shall, upon request of Parent, also cause individuals designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, provided that in (ii) each board of directors (or similar governing body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board of directors. (b) The Company’s obligations to cause the event that Subelection or appointment of Parent’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Directors shall be entitled subject to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the . The Company shall make such promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in order to fulfill its obligations under this Section 1.3, including mailing to stockholders together with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors under Section 14(f) and Rule 14f-1 as is necessary to enable SubParent’s designees to be elected or appointed to the Company Board as provided aboveBoard. Parent shall supply to the Company in writing any information with respect to itself and its officers, directors and Affiliates to the extent required for the Company to comply with Section 14(f) of the Exchange Act and Rule 14f-1 and Parent shall be solely responsible for any such information. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee provisions of the Company Board (other than any committee of the Company Board established to take action under this AgreementSection 1.3(a) and each board Section 1.3(b) are in addition to and shall not limit any rights that any of Parent, Merger Sub or any of their respective Affiliates may have as a record holder or Beneficial Owner of Shares or a matter of applicable Law with respect to the election of directors of each subsidiary of the Company designated by Subor otherwise. (bc) Following the election or appointment of SubParent’s designees pursuant to Section 1.03(a1.3(a) and until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any or 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 Parent or Merger Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or hereunder shall require the concurrence of a majority of the directors of the Company in office prior to appointment of Parent’s or Sub’s obligations under this Agreementdesignees.

Directors. (a) Promptly Effective upon the acceptance for payment of, and payment by Sub for, of any shares of Company Common Stock Shares pursuant to the Offer, Sub Parent shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company Company's Board of Directors (giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by and (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise Shares beneficially owned by Sub or any other subsidiary of Parent and/or Acquisition (including Shares accepted for payment) bears to (B) the total number of such shares Shares outstanding, and the Company shall, at such time, shall take all action necessary to cause Sub’s Parent's designees to be so elected or appointed to the Company BoardCompany's Board of Directors, provided that in including increasing the event that Sub’s designees are appointed or elected number of directors, and seeking and accepting resignations of incumbent directors. At such time, to the Company Boardextent requested by Parent, until the Effective Time the Company Board shall have at least three directors who are members will also use its best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Company Board on the date and (ii) each board of this Agreement and who are not officers directors of each Subsidiary of the Company (and each committee thereof) that represents the “Independent same percentage as such individuals represent on the Board of Directors of the Company. Notwithstanding the provisions of this Section 1.3, the parties hereto shall use their respective best efforts to ensure that at least two of the members of the Company's Board of Directors shall, at all times prior to the Effective Time, be directors of the Company who were directors of the Company on the date hereof (the "Continuing Directors”"); and provided further thatthat if there shall be in office fewer than two Continuing Directors for any reason, in such event, if the number Company's Board of Independent Directors shall be reduced below three for any reason whatsoever, cause a person designated by the remaining Independent Directors shall be entitled to nominate a person Continuing Director to fill such vacancy who shall be deemed to be an Independent a Continuing Director for all purposes of this Agreement orAgreement, or if no Independent Continuing Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who are will not officers, employees, stockholders be officers or employees or affiliates of the Company, Parent or Sub, Acquisition or any of their respective Subsidiaries and such persons shall be deemed to be Independent Continuing Directors for all purposes of this Agreement. Subject . (b) The Company's obligations to applicable Law, appoint Parent's designees to the Company Company's Board of Directors shall take all action requested by Parent necessary be subject to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions, and the Company shall make such mailing with the mailing of include in the Schedule 14D-9 (provided that Sub such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section, so long as Parent shall have provided to the Company on a timely basis all the information required referred to be included in the Information Statement following sentence. Parent shall supply to the Company in writing and be solely responsible for any information with respect to Sub’s designees). In connection with the foregoingitself and its nominees, the Company shall promptlyofficers, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreementand affiliates required by Section 14(f) and each board of directors of each subsidiary of the Company designated by SubRule 14f-1. (bc) Following the election or appointment of Sub’s Parent's designees pursuant to Section 1.03(a1.3(a) and until the Effective Time, the concurrence approval of a majority of the Independent Continuing Directors shall be required for to authorize (and such authorization shall constitute the authorization of the Company's Board of Directors and no other action on the part of the Company, including any amendment action by any other director of the Company, shall be required to this Agreement, authorize) any termination of this Agreement by the Company, any extension amendment of this Agreement requiring action by the Company Company's Board of the Directors, any extension of time for the performance of any obligation or action hereunder by Parent or Acquisition, any waiver of compliance with any of the obligations agreements or conditions contained herein for the benefit of Sub or Parent under this Agreement (except as expressly permitted hereunder)the Company, any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any Directors of the Company’s rights Company hereunder and any other action of the Company hereunder which adversely affects the holders of Shares (other than Parent or Parent’s or Sub’s obligations under this AgreementAcquisition).

Directors. (a) Promptly upon the acceptance for payment of, and payment purchase by Sub for, any shares of Company Common Stock Purchaser pursuant to the OfferOffer of such number of Shares as represents at least a majority of the then-outstanding Shares, Sub and from time to time thereafter, Purchaser shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals on the Company Board as will give Purchaser representation on the Company Board equal to the product of (ix) the total number of directors on the Company Board (after giving effect to any increase in the number of directors elected pursuant to this sentenceSection 2.4) multiplied by and (iiy) the percentage that (A) such number of shares of Company Common Stock Shares so accepted for payment and paid for by Sub plus purchased bears to the total number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares Shares outstanding, and the Company shall, at upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such time, number of directors as is necessary to provide Purchaser with such level of representation and shall cause SubPurchaser’s designees to be so elected or appointed. The Company shall also use its reasonable best efforts to cause individuals designated by Purchaser to constitute the same percentage of each committee of the Company Board as the percentage of the entire Company Board represented by individuals designated by Purchaser. The Company’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act. The Company shall take all actions necessary to effect any such election or appointment of Purchaser’s designees, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Purchaser will supply to the Company all information with respect to themselves and their respective officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. (b) Following the election or appointment of Purchaser’s designees pursuant to Section 2.4(a) and prior to the Effective Time, any amendment or termination of this Agreement requiring action by the Company Board, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement, any waiver of compliance with any of the agreements or conditions under this Agreement that are for the benefit of the Company, any exercise of the Company’s rights or remedies under this Agreement, any action to seek to enforce any obligation of Parent or Purchaser under this Agreement (or any other action by the Company Board with respect to this Agreement or the Merger if such other action adversely affects, or could reasonably be expected to adversely affect, any of the holders of Shares other than Parent or Purchaser) may only be authorized by, and will require the authorization of, a majority of the directors of the Company then in office who are directors of the Company on the date hereof or their successors as appointed by such continuing directors (the “Continuing Directors”); provided, however, that if there shall be no Continuing Directors as a result of such individuals’ deaths, disabilities, resignations or refusals to serve, then such actions may be effected by majority vote of the Independent Directors, or, if no Independent Directors are then in office, by a majority vote of the Company Board. (c) In the event that Parent’s designees are elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected Board pursuant to the Company BoardSection 2.4(a), until the Effective Time Time, (i) the Company Board shall have at least three such number of directors as may be required by the Nasdaq rules or the federal securities Laws who are members considered independent directors within the meaning of such rules and Laws (“Independent Directors”) and (ii) each committee of the Company Board on that is required (or a majority of which is required) by the date Nasdaq rules or the federal securities Laws to be composed solely of this Agreement and who are not officers of the Company (the “Independent Directors”)Directors shall be so composed; and provided further thatprovided, however, that in such event, if the number of Independent Directors shall be reduced below three the number of directors as may be required by such rules or Laws for any reason whatsoever, the remaining Independent Directors Director(s) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no other Independent Directors Director then remainremains, the other directors shall designate two persons such number of directors as may be required by the Nasdaq rules and the federal securities Laws, to fill such vacancies who are shall not officers, employees, be stockholders or affiliates Affiliates of the Company, Parent or SubPurchaser, and such persons Persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares acquisition of Company a majority of the outstanding Common Stock Shares pursuant to the Offer, Sub or otherwise, so long as Parent owns a majority of the outstanding Common Shares Parent shall be entitled upon written request to the Company, subject to applicable law, to designate such number of directors on directors, rounded down to the nearest whole number, to the Board of Directors of the Company Board as will give Sub, subject to compliance with Section 14(fParent (or its affiliates) of the Exchange Act, representation on the Company such Board of Directors equal to at least that number of directors, rounded up to the next whole number, that directors which equals the product of (i) the total number of directors on the Company Company's Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number the sum of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise Shares so owned by Sub or any other subsidiary of Parent and Subsidiary bears to (B) the number of such shares Common Shares outstanding, and the Company shall, at such time, promptly use its best efforts to cause Sub’s the designees of Parent to be so elected or appointed elected, subject in all cases to Section 14(f) of the Exchange Act, it being understood that the Company shall have no obligation to comply with Section 14(f) until after the Offer is completed. These efforts shall, if necessary, include efforts to obtain any amendments to the by-laws of the Company Boardregarding the number of directors, provided that in or securing the resignation of directors, or both. The date, if any, on which a majority of the Board of Directors consist of directors designated by Parent pursuant to this Section 6.12 shall be hereinafter referred to as the "New Board Date." In the event that Sub’s Parent's designees are appointed or elected to the Company BoardCompany's Board of Directors, until the Effective Time Time, the Company Company's Board of Directors shall have at least three directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company hereof (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, the any remaining Independent Directors (or Independent Director, if there be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors Director then remainremains, the other directors shall designate two three persons to fill such vacancies who are shall not officersbe stockholders, employees, stockholders affiliates or affiliates associates of the Company, Parent or Sub, Subsidiary and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided Notwithstanding anything in this Agreement to the Company on a timely basis all information required to be included contrary, in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s event that Parent's designees to be are elected or appointed to the Company Company's Board as provided above. The Company shall also use its reasonable efforts to cause of Directors, after the Sub’s designees to be proportionately represented on each committee acceptance for payment of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees Common Shares pursuant to Section 1.03(a) until the Offer and prior to the Effective Time, the concurrence affirmative vote of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of (a) amend or terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub (b) exercise or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of waive any of the Company’s rights 's rights, benefits or remedies hereunder, or (c) extend the time for performance of Parent’s or Sub’s 's and Subsidiary's respective obligations under this Agreementhereunder.

Directors. (a) Promptly upon Following the acceptance for payment of, Acceptance Date and the payment by Merger Sub for, any shares for such number of Company Common Stock Shares validly tendered and not properly withdrawn pursuant to the OfferOffer as satisfies the Minimum Condition, Sub subject to compliance with the Company’s certificate of incorporation and bylaws and applicable Legal Requirements (including the applicable Marketplace Rules of the NASDAQ), Parent shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by and (ii) the percentage that (A) such the number of shares of Company Common Stock so Shares beneficially owned by Parent and/or Merger Sub (including Company Shares accepted for payment and actually paid for by Merger Sub plus pursuant to the Offer) bears to the total number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares Shares outstanding, and, upon Merger Sub’s request at any time following the purchase of and payment for Company Shares pursuant to the Offer, the Company shall, at such time, shall cause SubParent’s designees to be so elected or appointed to the Company Board, provided that in including by increasing the event that number of directors, and seeking and accepting resignations of incumbent directors. Following the Acceptance Date and the payment by Merger Sub for such number of Company Shares validly tendered and not properly withdrawn pursuant to the Offer as satisfies the Minimum Condition, subject to compliance with the Company’s certificate of incorporation and bylaws and applicable Legal Requirements (including the applicable Marketplace Rules of the NASDAQ), upon Merger Sub’s designees are appointed or elected request, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Company Board and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board. Notwithstanding the foregoing, until Parent and/or Merger Sub acquires a majority of the Effective Time outstanding Company Shares on a fully-diluted basis, the Company Board shall have at least three directors who are use its commercially reasonable efforts to ensure that all of the members of the Company Board on and such committees and boards as of the date of this Agreement and hereof who are not officers employees of the Company remain members of the Company Board and such committees and boards until the Effective Time. (b) The Company’s obligations to appoint Parent’s designees to the “Independent Directors”); and provided further that, in such event, if the number of Independent Directors Company Board shall be reduced below three for any reason whatsoever, the remaining Independent Directors shall be entitled subject to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.03. Parent shall supply to the Company Board established in writing and be solely responsible for any information with respect to take action under this Agreementitself and its nominees, officers, directors and affiliates required by Section 14(f) and each board of directors of each subsidiary of the Company designated by SubRule 14f-1. (bc) Following the election or appointment of SubParent’s designees pursuant to Section 1.03(a) and until the Effective Time, the concurrence approval of a majority of the directors of the Company then in office who were not designated by Parent (the “Independent Directors Directors”) shall be required for to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any amendment action by any other director of the Company, shall be required to this Agreement, authorize) any termination of this Agreement by the Company, any extension by the Company amendment of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or requiring action by the Company Board Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub and any waiver of any right, benefit or remedy of the Company, (i) amendment of any the Company’s rights certificate of incorporation and bylaws if such action would adversely affect or Parent’s would reasonably be expected to adversely affect the holders of Company Shares (other than Parent or Merger Sub’s obligations ), or (ii) any other action of the Company Board under or in connection with this AgreementAgreement if such action would adversely affect, or would reasonably be expected to adversely affect, the holders of Company Shares (other than Parent or Merger Sub).

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub forfor any Shares accepted by Sub for payment pursuant to the Offer at the Acceptance Time, any shares which Shares represent at least a majority of Company Common Stock the issued and outstanding Shares pursuant to the Offer, Sub Parent shall be entitled to designate such number of directors on the Company Board of Directors as will give SubParent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, that equals which is the product of (ix) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (iiy) the percentage that (AI) such number of shares of Company Common Stock Shares so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock Shares otherwise owned by Parent, Sub or any other subsidiary of Parent bears to (BII) the number of such shares Shares outstanding, and the Company shall, at such time, cause SubParent’s designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that SubParent’s designees are appointed or elected to the Company BoardBoard of Directors, until the Effective Time Time, the Company Board of Directors shall have at least three (3) directors who are members of the Company Board directors on the date of this Agreement and who are not officers “independent directors” for the purposes of the Company NASDAQ listing requirements (the “Independent Directors”); and provided further provided, further, that, in such event, if the number of Independent Directors shall be reduced below three (3) for any reason whatsoever, the any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. The Company may designate, prior to the Acceptance Time, two alternate Independent Directors that the Company Board of Directors shall appoint in the event of the death, disability or resignation of the Independent Directors, each of whom shall, following such appointment to the Company Board of Directors, shall be deemed to be an Independent Director pursuant to this Section 6.10. From and after the Acceptance Time, the Company and Parent shall use commercially reasonable best efforts, as permitted by applicable Laws and the rules of NASDAQ Global Select Market, upon Parent’s request, also cause persons elected or designated by Parent to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors of (i) each committee of the Company Board of Directors, (ii) each board of directors (or similar body) of each of the Company’s Subsidiaries, and (iii) each committee (or similar body) of each such board, in each case only to the extent permitted by applicable Law or the rules of any stock exchange on which the Shares are listed. Subject to applicable Law, the Company and Parent shall take all action requested by Parent necessary to effect any such election or appointmentelection, including mailing to its stockholders shareholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and Sub shall have provided to the Company on a timely basis basis, and shall be solely responsible for, all information required to be included in the Information Statement with respect to SubParent, Sub and Parent’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its current directors directors, or both, as is necessary to enable SubParent’s designees to be elected or appointed to the Company Board of Directors as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following Notwithstanding anything in this Agreement to the election or appointment of Subcontrary, if Parent’s designees pursuant constitute a majority of the Company Board of Directors after the Acceptance Time and prior to Section 1.03(a) until the Effective Time, then the concurrence affirmative vote of a majority of the Independent Directors (or if only one (1) exists, then the vote of such Independent Director) shall be required for any amendment to this Agreement, any termination of (i) amend or terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub (ii) exercise or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of waive any of the Company’s rights rights, benefits or Parent’s remedies hereunder, if such action would materially and adversely affect holders of Shares other than Parent or Sub’s obligations , (iii) amend the certificate of incorporation or bylaws of the Company, or (iv) take any other action of the Company Board of Directors under or in connection with this AgreementAgreement or the transactions contemplated hereby; provided, however, that if there shall be no Independent Directors as a result of such persons’ deaths, disabilities or refusal to serve, then such actions may be effected by majority vote of the entire Company Board of Directors.

Directors. (a) Promptly upon Upon the acceptance for payment of, and payment by Merger Sub for, any for shares of Company Common Stock pursuant to the OfferOffer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, Sub Parent shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of new directors, rounded up to the next whole number, that equals on the Board of Directors of the Company as is equal to the product of (i) the total number of directors on the Board of Directors of the Company Board (determined after giving effect to the new directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such the aggregate number of shares of Company Common Stock so accepted for payment beneficially owned by Parent, Merger Sub and paid for by Sub plus any of their Affiliates bears to the total number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares then outstanding, and the Company shall, at such time, shall promptly take all actions necessary to cause SubParent’s designees to be so elected or appointed elected; provided, however, that prior to the Company BoardEffective Time, provided that in the event that Sub’s designees are appointed or elected to Board of Directors of the Company Board, until the Effective Time the Company Board shall always have at least three members who were members of the Board of Directors of the Company as of immediately prior to the Acceptance Time and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Company Directors”). If prior to the Effective Time, (i) the number of directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company Directors is reduced to two (the “Independent Directors”2); and provided further that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent directors who were Company Directors shall be entitled to nominate a designate one (1) person to fill such vacancy the Board of Directors of the Company who is not an officer, director, employee or designee of Parent, Merger Sub or any of their Affiliates and who is reasonably satisfactory to Parent, (ii) the number of directors who are Company Directors is reduced to one (1), the remaining director who was a Company Director shall be deemed entitled to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two (2) persons to fill such vacancies the Board of Directors of the Company who are not officers, employeesdirectors, stockholders employees or affiliates designees of Parent, Merger Sub or any of their Affiliates and who are reasonably satisfactory to Parent and (iii) there shall be no Company Directors for any reason, then the remaining individuals who constituted the Company’s Board of Directors immediately prior to the Acceptance Time shall be entitled to designate three (3) persons to the Board of Directors of the CompanyCompany who are not officers, directors, employees or designees of Parent, Merger Sub or any of their Affiliates and who are reasonably satisfactory to Parent or Sub(and, and such in each case, the persons so designated shall be deemed to be Independent considered Company Directors for purposes of this Agreement). Subject Upon Parent’s request, at each such time Parent is entitled to applicable Lawdesignate directors on the Board of Directors of the Company, the Company will also cause (i) each committee of the Board of Directors of the Company, (ii) the Board of Directors of each of the Subsidiaries and (iii) each committee of such Board of Directors of each of the Subsidiaries to include persons designated by Parent constituting at least the same percentage of each such committee or Board of Directors as Parent’s designees constitute on the Board of Directors of the Company. The Company’s obligations to cause the election or appointment of Parent’s designees to the Board of Directors of the Company shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all action requested by actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 2.3(a), and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 2.3(a), so long as Parent necessary shall have provided to effect any such election or appointment, including mailing to its stockholders the Information Statement containing Company on a timely basis the information and consents with respect to Parent and its nominees, officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all . Parent will be solely responsible for any information required to be included in the Information Statement with respect to Sub’s designees). In connection with itself and its nominees, officers and Affiliates required by Section 14(f) of the foregoingExchange Act and Rule 14f-1 thereunder. (b) Prior to the Acceptance Time, the Company shall promptlyobtain irrevocable resignations, conditioned upon the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at the option of Sub, either increase the size of the Company Board or obtain the resignation of least such number of its current shares of Company Common Stock as shall satisfy the Minimum Condition, of a sufficient number of directors as is necessary to enable Sub’s designees implement the provisions of Section 2.3(a). The Company shall deliver to be Parent true and complete copies of such resignations prior to the Acceptance Time. (c) Notwithstanding anything in this Agreement to the contrary but subject to Section 9.8, following the time directors designated by Parent are elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of Directors of the Company Board (other than any committee of the Company Board established and prior to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence affirmative vote of a majority of the Independent Company Directors then in office shall be required for any amendment to this Agreement, any termination of (i) amend or terminate this Agreement by on behalf of the Company, any extension by the Company of the time for the performance of any of the obligations of Sub (ii) exercise or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of waive any of the Company’s rights or remedies hereunder, (iii) agree to extend the time for performance of Parent’s or Merger Sub’s obligations under hereunder, or (iv) take any other action by the Company in connection with this AgreementAgreement and the transactions contemplated hereby required to be taken by the Board of Directors of the Company adversely affecting the rights of the Company’s stockholders (other than Parent or Merger Sub).

Directors. (a) Promptly upon the acceptance of any Shares for payment of, and payment by Sub for, any shares of Company Common Stock exchange pursuant to the OfferOffer which, Sub together with the Shares then beneficially owned by the Purchaser, represent at least a majority of the Shares outstanding on a fully diluted basis and at all times thereafter, the Purchaser shall be entitled to elect or designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals on the Company Board of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors (giving effect to the directors elected or designated by the Purchaser pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by the Purchaser and any of its affiliates bears to the total number of Shares then outstanding. The Company shall, upon the Purchaser’s request at any time following the acceptance of any Shares for exchange pursuant to the Offer, take such actions, including but not limited to promptly filling vacancies or newly-created directorships on the Company Board of Directors, promptly increasing the size of the Company Board of Directors (Aincluding by amending the Company Bylaws if necessary so as to increase the size of the Company Board of Directors) and/or promptly securing the resignations of such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus its incumbent directors as are necessary or desirable to enable the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding, and the Company shall, at such time, cause SubPurchaser’s designees to be so elected or appointed designated to the Company BoardBoard of Directors, provided that in and shall use its best efforts to cause the event that SubPurchaser’s designees are appointed to be so elected or elected designated at such time. The Company shall, upon the Purchaser’s request following the acceptance of any Shares for exchange pursuant to the Company BoardOffer, until also cause Persons elected or designated by the Effective Time Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Company Board shall have at least three directors who are members of Directors of (i) each committee of the Company Board on of Directors, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case only to the date of this Agreement extent permitted by applicable law and who are not officers the Marketplace Rules of the Company (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, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates Nasdaq. Upon consummation of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable LawOffer, the Company shall take all action requested by Parent necessary to effect any elect to be treated as a “controlled company” as defined by Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such election or appointment, including mailing status. The Company’s obligations under this Section 1.3(a) shall be subject to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the . The Company shall make such promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to shareholders (together with the mailing of Schedule 14D-9) the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors by Section 14(f) and Rule 14f-1 as is necessary to enable Subthe Purchaser’s designees to be elected or appointed designated to the Company Board as provided aboveof Directors. The Purchaser shall provide the Company shall also use its reasonable efforts with information with respect to cause the SubPurchaser’s designees and the Purchaser’s officers, directors and affiliates to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreementextent required by Section 14(f) and each board Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that the Purchaser or any of its affiliates may have as a holder or beneficial owner of Shares as a matter of applicable law with respect to the election of directors of each subsidiary of the Company designated by Subor otherwise. (b) Following In the election or appointment of Subevent that the Purchaser’s designees are elected or designated to the Company Board of Directors pursuant to Section 1.03(a) 1.3(a), then, until the Effective Time, the concurrence Company shall cause the Company Board of Directors to maintain two (2) directors who are members of the Company Board of Directors on the date hereof, each of whom shall be an “independent director” as defined by Rule 4200(a)(15) of the Nasdaq Marketplace Rules and eligible to serve on the Company’s audit committee under the Exchange Act and Nasdaq rules and, at least one of whom shall be an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K and the instructions thereto (the “Continuing Directors”); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the remaining Continuing Director(s) shall be entitled to elect or designate another Person (or Persons) to fill such vacancy, and such Person (or Persons) shall be deemed to be a Continuing Director for all purposes of this Agreement. If no Continuing Director then remains, the other directors shall designate two (2) Persons to fill such vacancies and such Persons shall be deemed Continuing Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if the Purchaser’s designees constitute a majority of the Company Board of Directors after the acceptance of any Shares for exchange pursuant to the Offer and prior to the Effective Time, then the affirmative vote of a majority of the Independent Continuing Directors shall (in addition to the approval rights of the Company Board of Directors or the shareholders of the Company as may be required by the Restated Articles of Incorporation of the Company (as amended, the “Company Articles”), the bylaws of the Company (as amended, the “Company Bylaws”, and together with the Company Articles, the “Company Governing Documents”) or applicable law) be required (i) for any amendment the Company to amend or terminate this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub (ii) to exercise or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of waive any of the Company’s rights rights, benefits or Parent’s remedies hereunder, if such action would materially and adversely affect the holders of the Shares (other than the Purchaser), (iii) to amend the Company Governing Documents if such action would materially and adversely affect the holders of the Shares (other than the Purchaser) or Sub’s obligations (iv) to take any other action of the Company Board of Directors under or in connection with this AgreementAgreement if such action would materially and adversely affect the holders of the Shares (other than the Purchaser); provided, however, that if there shall be no Continuing Directors as a result of such Persons’ deaths, disabilities or refusal to serve, then such actions may be effected by majority vote of the entire Company Board of Directors.

Directors. (a) Promptly upon after the acceptance first time at which Purchaser accepts for payment of, and payment by Sub for, any shares of Company Seller Common Stock pursuant to the OfferOffer (the “Acceptance Date”), Sub and from time to time thereafter as shares of Seller Common Stock are accepted for payment and the Offer Price is paid by Purchaser, Purchaser shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) members of the Exchange Act, representation on Seller Board (the Company Board equal to at least that number of directors“Purchaser Designees”), rounded up to the next nearest whole number, that equals as will give Purchaser representation on the Seller Board equal to (x) the product of (i) the total number of directors on members of the Company Seller Board (after giving effect to the directors elected pursuant to this sentence) multiplied by (iiy) the percentage that (A) such the number of shares of Company Seller Common Stock beneficially owned by Parent or Purchaser at such time (including shares of Seller Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent payment) bears to (B) the total number of such shares of Seller Common Stock then outstanding; provided that in no event shall the Purchaser Designees constitute less than a majority of the Seller Board. In furtherance thereof, and the Company Seller shall, at upon the request of Purchaser, use its best efforts promptly (and in any event within one Business Day) either to increase the size of the Seller Board (including by amending the Bylaws, if necessary) or to secure the resignations of such timenumber of Seller’s incumbent directors (and such incumbent directors have agreed to resign if required in order for Seller to comply with this Section 1.3(a)), cause Sub’s designees or both, as is necessary to enable the Purchaser Designees to be so elected or appointed to the Company Seller Board and Seller shall take all actions available to Seller to cause the Purchaser Designees to be so elected or appointed. At such time, Seller shall, if requested by Purchaser, and subject to applicable Law and stock exchange listing standards, also take all action necessary to cause persons designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) as is on the Seller Board of (i) each committee of the Seller Board, provided that in the event that Sub’s designees are appointed (ii) each board of directors (or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members similar body) of the Company Board on the date each Subsidiary of Seller and (iii) each committee (or similar body) of each such board. The provisions of this Agreement Section 1.3 are in addition to and who are shall not officers of the Company (the “Independent Directors”); and provided further that, in such event, if the number of Independent Directors shall be reduced below three for limit any reason whatsoever, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Companyrights which Purchaser, Parent or Sub, and such persons shall be deemed any of their Affiliates may have as a holder or beneficial owner of shares of Seller Common Stock as a matter of applicable law with respect to be Independent Directors for purposes the election of this Agreement. Subject to applicable Law, the Company directors or otherwise. (b) Seller shall take all action requested by Parent necessary actions required in order to effect any such election or appointmentfulfill its obligations under Section 1.3(a), including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing thereunder as part of the Schedule 14D-9 (provided that Sub 14D-9. Parent and Purchaser shall have provided supply to the Company on a timely basis all Seller in writing any information required to be included in the Information Statement with respect to Sub’s designees). In connection with Parent and Purchaser and the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed Purchaser Designees to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreementextent required by such Section 14(f) and each board of directors of each subsidiary of the Company designated by SubRule 14f-1. (bc) Following Notwithstanding the election or appointment provisions of Sub’s designees pursuant this Section 1.3, at least two of the members of the Seller Board who were directors of Seller on the date hereof and who qualify as independent directors for purposes of the continued listing requirements of NASDAQ (the “Independent Directors”), shall, at all times prior to Section 1.03(a) until the Effective Time, be directors of Seller; provided that if there shall be in office less than two Independent Directors for any reason, the concurrence Seller Board shall cause the Person designated by the remaining Independent Director to fill such vacancy who shall be deemed to be an Independent Director for all purposes of this Agreement, or if no Independent Directors then remain, the other directors of Seller then in office shall designate two persons to fill such vacancies who will not be directors, officers, employees or Affiliates of Parent or Purchaser and such persons shall be deemed to be Independent Directors for all purposes of this Agreement. From and after the time, if any, that the Purchaser Designees constitute a majority of the Independent Directors shall be required for Seller Board and prior to the Effective Time, subject to the terms hereof, any amendment to or modification of this Agreement, any termination of this Agreement by the CompanySeller, any extension by the Company of the time for the performance of any of the obligations of Sub Parent or Parent under this Agreement (except as expressly permitted Purchaser hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any condition to Seller’s obligations hereunder or any of Seller’s rights hereunder or any amendment to Seller’s certificate of incorporation or bylaws may be effected only if (in addition to the approval of the Company’s rights Seller Board as a whole) there are in office one or Parent’s or Sub’s obligations under this Agreementmore Independent Directors and such action is approved by a majority of the Independent Directors then in office.

Directors. (a) Promptly upon the first acceptance for payment of, and payment by Sub for, any shares an aggregate amount of Company Common Stock Shares that represents at least a majority of the issued and outstanding Shares pursuant to the Offer, Sub Parent shall be entitled to designate such number of directors on the Company Board of Directors as will give SubParent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, that equals which is the product of (ix) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (iiy) the percentage that (AI) such number of shares of Company Common Stock Shares so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock Shares otherwise owned by Parent, Sub or any other subsidiary of Parent bears to (BII) the number of such shares Shares outstanding, and the Company shall, at such time, cause SubParent’s designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that SubParent’s designees are appointed or elected to the Company BoardBoard of Directors, until the Effective Time Time, the Company Board of Directors shall have at least three (3) directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company (the “Independent Directors”); and provided further provided, further, that, in such event, if the number of Independent Directors shall be reduced below three (3) for any reason whatsoever, the any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three persons to fill such vacancies who are not officers, employees, stockholders officers or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. At such time, the Company shall, upon Parent’s request, also cause persons elected or designated by Parent to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors of (i) each committee of the Company Board of Directors, (ii) each board of directors (or similar body) of each of the Company’s Subsidiaries, and (iii) each committee (or similar body) of each such board, in each case only to the extent required by applicable Law or the rules of any stock exchange on which the Shares are listed. Subject to applicable Law, the Company shall take all action reasonably requested by Parent necessary to effect any such election or appointmentelection, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its current directors directors, or both, as is necessary to enable Sub’s designees to be elected or appointed to the Company Board of Directors as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following Notwithstanding anything in this Agreement to the election or appointment of Subcontrary, if Parent’s designees pursuant constitute a majority of the Company Board of Directors after the Acceptance Time and prior to Section 1.03(a) until the Effective Time, then the concurrence affirmative vote of a majority of the Independent Directors (or if only one (1) exists, then the vote of such Independent Director) shall be required for (and such vote shall constitute the authorization of the Company Board of Directors and no other action on the part of the Company, including any amendment action by any director of the Company shall be required to this Agreement, any termination of authorize) to (i) amend or terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub (ii) exercise or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of waive any of the Company’s rights rights, benefits or Parent’s remedies hereunder, if such action would adversely affect holders of Shares other than Parent or Sub’s obligations , (iii) amend the certificate of incorporation or bylaws of the Company, or (iv) take any other action of the Company Board of Directors under or in connection with this AgreementAgreement or the transactions contemplated hereby; provided, however, that if there shall be no Independent Directors as a result of such persons’ deaths, disabilities or refusal to serve, then such actions may be effected by majority vote of the entire Company Board of Directors.

Directors. (a) Promptly upon 13.1 The Company or a member of the acceptance for payment ofGroup shall reimburse and pay to each Director, and payment by Sub forthe Bison Representative, any shares reasonable travelling, hotel or other out-of-pocket expenses which the Director (or Bison Representative) may incur in the performance of his duties (inclusive/exclusive of VAT if applicable) which shall be payable monthly in arrears. 13.2 The Company Common Stock pursuant or a member of the Group shall take out and maintain in force a policy of insurance covering such matters and on such terms and conditions as the Lion Parties shall agree for each Director to serve on the Offerboard of directors or other similar governing body of any other member of the Group (each, Sub a “Satellite Board”) for the duration of their appointment, on which each Director and each such individual shall be noted as a beneficiary. 13.3 Each Director shall be entitled to designate appoint any other Director to be his proxy in accordance with applicable provisions of the law of the Cayman Islands and a Director or any such number of directors on proxy shall not be required to hold any share qualification, shall not be subject to retirement by rotation and shall not be removed except by the Shareholder appointing them. 13.4 Each Director and any proxy appointed pursuant to Clause 13.3 shall be entitled to disclose to any Shareholder appointing him such information concerning the Company and its business as he thinks fit without violating any contractual, fiduciary or other obligation. The provisions of Clause 18 shall apply to any such information that is Confidential Information. 13.5 The initial composition of the Board shall be as will give Sub, subject to compliance with Section 14(fHayley Tanguey and ▇▇▇ ▇▇▇▇▇. From the date of the initial composition of the Board: 13.5.1 For so long as the Bison Parties collectively own not less than ten per cent. (10%) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Company Board Ordinary Shares issued and outstanding (giving effect to the directors elected pursuant to this sentence) multiplied by (iiexcluding for such purpose any dilution in such ownership resulting from issuances of New Shares) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Directors Bison Parties between them shall be entitled to nominate appoint one (1) Director (the “Bison Director”) and cause the removal and replacement of the Bison Director, provided that the Lion Parties may require (acting reasonably and in good faith) the Bison Parties to replace the Bison Director (or the Bison Representative as defined in Clause 13.5.4) with a person of whom the Lion Parties shall first approve, save that the Lion Parties shall not be entitled to fill such vacancy who shall be deemed to be an Independent require the removal of either ▇▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as the Bison Director for purposes of this Agreement or, if no Independent Directors then remain, or the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of Bison Representative. At any time when the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this AgreementBison Parties own less than ten per cent. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f(10%) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such total number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee Ordinary Shares issued and outstanding (excluding for such purpose any dilution in such ownership resulting from issuances of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees New Shares pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment Clauses 3.1.1 to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement3.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall shall, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, Sub representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals which is the product of (ia) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by MULTIPLIED BY (iib) a fraction, the percentage that (A) such numerator of which is the number of shares of Company Common Stock so accepted for payment and paid for by Sub plus and the denominator of which is the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary outstanding at the time of Parent bears to (B) the number of such shares outstandingSub's designation, and the Company shall, at such time, cause Sub’s 's designees to be so elected or appointed to the Company Board; PROVIDED, provided HOWEVER, that in during the event that period commencing with the election or appointment of Sub’s 's designees are appointed or elected to the Company Board, Board until the Effective Time Time, the Company Board shall have at least three directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company or representatives of any Affiliates of the Company (the “Independent Directors”"INDEPENDENT DIRECTORS"); and provided further thatPROVIDED FURTHER, in HOWEVER, that if during such event, if period the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill any such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three persons to fill such vacancies who are not officersShareholders, employees, stockholders officers or affiliates Affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Lawlaw, the Company shall take all action requested by Parent necessary to effect for the purpose of effecting any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) appointment of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s 's designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s 's designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts Prior to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority Company shall cause each member of the Independent Directors shall be required for any amendment Company Board, other than Sub's designees, to this Agreement, any termination execute and deliver a letter effectuating his or her resignation as a director of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of effective immediately prior to the Company’s rights or Parent’s or Sub’s obligations under this AgreementEffective Time.

Directors. (a) Promptly Effective upon the acceptance for payment ofOffer Closing and from time to time thereafter, and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub Parent shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected pursuant to this sentenceSection 1.3) multiplied by and (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise beneficially owned by Parent and/or Merger Sub or (including shares accepted for payment pursuant to the Offer and any other subsidiary of Parent Top-Up Shares) bears to (B) the total number of such shares outstanding, and the Company shall, at such time, shall cause SubParent’s designees to be so elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors (with such method to be by the election of the Parent, including the selection of the individuals designated for resignation (provided that in Parent shall give good faith consideration to the event that Sub’s designees are appointed or elected recommendation of the Company with respect thereto)). At each such time, the Company shall also cause individuals designated by Parent to constitute the proportional number of members, rounded up to the next whole number, on (A) each committee of the Company Board, until (B) as requested by Parent, the Effective Time board of directors (or equivalent governing body) and each committee thereof of each Company Subsidiary and (C) as requested by Parent, the board of directors (or equivalent governing body) and each committee thereof of each Company Managed Service Provider except, in the case of clauses (B) and (C), in proportion to the number of members that may be designated by the Company and the Company Subsidiaries to such board of directors (or equivalent governing body) and each committee thereof, in the case of each of clauses (A), (B) and (C), to the extent permitted by applicable Law and the Nasdaq Marketplace Rules. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Directors shall be entitled subject to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the . The Company shall make promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its shareholders such mailing information with the mailing of the Schedule 14D-9 (provided that Sub shall have provided respect to the Company on a timely basis all and its officers and directors as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information required to be included in the Information Statement with respect to Subitself and its nominees, officers, directors and Affiliates required by Section 14(f) and Rule 14f-1 and the Company’s designees)obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. In connection with the foregoing, the Company The provisions of this Section 1.3 are in addition to and shall promptly, at the option not limit any rights that any of Merger Sub, either increase Parent or any of their respective Affiliates may have as a holder or beneficial owner of Company Common Stock as a matter of applicable Law with respect to the size election of directors or otherwise. (c) Notwithstanding anything in this Agreement to the contrary, if Parent’s designees constitute a majority of the Company Board or obtain after the resignation of such number of its current directors as is necessary Offer Closing and prior to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, then the concurrence affirmative vote of a majority of the Independent Directors directors of the Company then in office who were not so designated by Parent shall be required for to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any amendment action by any other director of the Company, shall be required to this Agreement, authorize) any termination of this Agreement by the Company, any extension by the Company amendment of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or requiring action by the Company Board Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub Buyer for, any shares of Company Common Stock Shares pursuant to the Offer, Sub and from time to time thereafter, Buyer shall be entitled to designate such number of directors on the Board of Directors of the Company Board as will give SubBuyer, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company such Board of Directors equal to at least that number of directors, rounded up to the next whole number, that equals which is the product percentage of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied that (i) the number of Common Shares owned by Buyer and its Affiliates bears to (ii) the percentage that (A) such total number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares Shares outstanding, and the Company shall, at such time, promptly take all action necessary to cause Sub’s Buyer's designees to be so elected appointed or appointed to the Company Board, elected; provided that in the event that Sub’s Buyer's designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company such Board of Directors shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company two Independent Directors (the “Independent Directors”as defined below); and provided further that, in such event, if the number of Independent Directors shall be reduced below three two for any reason whatsoever, the remaining Independent Directors Director shall be entitled to nominate designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are shall not officers, employees, stockholders be officers or affiliates of the CompanyCompany or any of its subsidiaries, Parent or Subofficers or affiliates of Buyer or any of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. The Company will use its best efforts to cause persons designated by Buyer to constitute the same percentage as is on the Board of Directors of (i) each committee of the Board of Directors, (ii) each board of directors of each domestic subsidiary of the Company and (iii) each committee of the Board of Directors and each such other board of directors, in each to the extent permitted by law. Subject to applicable Lawlaw, the Company shall take all action requested by Parent Buyer necessary to effect any such election appointment or appointmentelection, including mailing to its stockholders shareholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 thereunder (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board separately or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.combined with

Directors. (a) Promptly upon the acceptance for payment of, purchase of and payment for any Shares by Sub forYahoo! or Purchaser which represents at least a majority of the outstanding Shares (on a Fully Diluted Basis), any shares of Company Common Stock pursuant to the Offer, Sub Yahoo! shall be entitled to elect or designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals on Launch's Board of Directors as is equal to the product of (i) the total number of directors on the Company Launch's Board of Directors (giving effect to the directors elected or designated by Yahoo! pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Purchaser, Yahoo! and any of their affiliates bears to the total number of Shares then outstanding (A) including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares subject to purchase under the Stockholders Agreement and Shares owned by Launch or any of its subsidiaries). Launch shall, upon Yahoo!'s request, use its reasonable efforts either to promptly increase the size of Launch's Board of Directors, including by amending the Bylaws of Launch if necessary so as to increase the size of Launch's Board of Directors, or promptly secure the resignations of such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub its incumbent directors, or any other subsidiary of Parent bears both, as is necessary to (B) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s enable Yahoo!'s designees to be so elected or appointed designated to Launch's Board of Directors, and shall use its reasonable best efforts to cause Yahoo!'s designees to be so elected or designated at such time. At such time, Launch shall, upon Yahoo!'s request, also cause persons elected or designated by Yahoo! to constitute the same percentage (rounded up to the Company Boardnext whole number) as is on Launch's Board of Directors of (i) each committee of Launch's Board of Directors; (ii) each board of directors (or similar body) of each Launch subsidiary; and (iii) each committee (or similar body) of each such board, provided in each case only to the extent permitted by applicable law or the rules of any stock exchange or trading market on which Launch's common stock is listed or traded. Launch's obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Launch shall promptly upon execution of this Agreement take all actions required pursuant to such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including, but not limited to, mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Yahoo!'s designees to be elected or designated to Launch's Board of Directors. Yahoo! or Purchaser shall supply Launch in writing and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that in any of Purchaser, Yahoo! or any of their respective affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. (b) In the event that Sub’s Yahoo!'s designees are appointed elected or elected designated to the Company BoardLaunch's Board of Directors as contemplated by Section 1.3(a), then, until the Effective Time the Company (as defined in Section 1.5), Launch shall cause Launch's Board shall of Directors to have at least three two (2) non-employee directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company hereof (the “"INDEPENDENT DIRECTORS"), provided, however, that if any Independent Directors”); and provided further that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoeverDirector is unable to serve due to death or disability, the remaining Independent Directors Director(s) shall be entitled to nominate elect or designate another person (or persons) who serves as a person director on the date hereof to fill such vacancy who vacancy, and such person (or persons) shall be deemed to be an Independent Director for purposes of this Agreement or, if Agreement. If no Independent Directors Director then remainremains, the other directors shall designate two persons who are directors on the date hereof (or, in the event there shall be less than two directors available to fill such vacancies as a result of such persons' deaths, disabilities or refusals to serve, such smaller number of persons who are not officers, employees, stockholders or affiliates of directors on the Company, Parent or Sub, date hereof) to fill such vacancies and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided Notwithstanding anything in this Agreement to the Company on contrary, if Yahoo!'s designees constitute a timely basis all information required to be included in majority of Launch's Board of Directors during the Information Statement with respect to Sub’s designees). In connection with period after the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation election of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees Yahoo! pursuant to this Section 1.03(a) until 1.3 but prior to the Effective Time, the concurrence Board of Directors of Launch shall delegate to a committee of the Board of Directors of Launch comprised solely of the Independent Directors (the "COMMITTEE") the sole responsibility for (i) the amendment or termination of this Agreement (in either case in accordance with this Agreement) on behalf of Launch, (ii) the waiver of any of Launch's rights or remedies hereunder, (iii) the extension of the time for performance of Yahoo!'s or Purchaser's obligations hereunder, or (iv) the assertion or enforcement of Launch's rights under this Agreement to object to a termination of this Agreement under Section 8.1(e). In addition, if Yahoo!'s designees constitute a majority of Launch's Board of Directors after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective Time, then, in addition to the foregoing, the affirmative vote of a majority of the Independent Directors (or, if there shall be only one Independent Director, the affirmative vote of the single Independent Director) shall be required for to (i) amend the Certificate of Incorporation or Bylaws of Launch if such action would materially and adversely affect holders of Shares other than Yahoo! or Purchaser; or (ii) take any amendment to this Agreement, any termination other action of this Agreement by the Company, any extension by the Company Launch's Board of the time for the performance of any of the obligations of Sub Directors under or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with this Agreement if such action would materially and adversely affect holders of Shares other than Yahoo! or Purchaser; provided, however, that if there shall be no Independent Directors as a result of such persons' deaths, disabilities or refusal to serve, then such actions and the transactions contemplated hereby, any required or permitted consent or action actions referenced in the immediately prior sentence may be effected by the Company Board hereunder or any waiver of any majority vote of the Company’s rights or Parent’s or Sub’s obligations under this Agreemententire Launch Board of Directors.

Directors. Provided that the Minimum Tender Condition (aas such term is defined in Exhibit A) Promptly has been satisfied, promptly upon the acceptance for payment of, and payment by Sub Acquisition for, any shares of Company Common Stock all MGI Shares tendered and not withdrawn pursuant to the Offer, Sub Acquisition shall be entitled to designate such number of directors on the Company Board of Directors of MGI as will give SubAcquisition, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number a majority of such shares outstanding, directors and the Company MGI shall, at such time, cause Sub’s Acquisition's designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that Sub’s Acquisition's designees are appointed or elected to the Company BoardBoard of Directors of MGI, until the Effective Time the Company such Board of Directors shall have at least three two directors who are members of the Company Board directors on the date of this Agreement and hereof or who are otherwise not officers officers, directors or affiliates of Acquisition and are independent directors under any applicable rules of the Company Boston Stock Exchange or the NASDAQ Smallcap Market (the “"Independent Directors”"); and provided further that, in such event, if the number of Independent Directors shall be reduced below three two for any reason whatsoever, the any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are shall not be officers, employees, stockholders or affiliates of Acquisition and who shall be independent directors under the Company, Parent or Subrules of the Boston Stock Exchange, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Lawlaw, the Company MGI shall take all action requested by Parent necessary to effect any such election or appointmentelection, including mailing to its stockholders Stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall MGI agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub Acquisition shall have provided to the Company MGI on a timely basis all information required to be included in the Information Statement with respect to Sub’s Acquisition's designees). In connection with the foregoing, the Company shall MGI will promptly, at the option of SubAcquisition, either increase the size of the Company MGI's Board of Directors or obtain the resignation of such number of its current directors as is necessary to enable Sub’s Acquisition's designees to be elected or appointed to the Company MGI's Board of Directors as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon Provided that the acceptance Minimum Condition is satisfied, promptly after Purchaser accepts for payment of, and payment by Sub for, pays for any shares of Company Common Stock Shares tendered and not withdrawn pursuant to the OfferOffer (the “Appointment Time”), Sub and at all times thereafter, Purchaser shall be entitled to elect or designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals on the Company Board of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors (giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Parent and Purchaser bears to the total number of Shares then outstanding; provided, however, that, subject to applicable Law and the rules of the NYSE, Purchaser shall be entitled to designate at least a majority of the directors on the Company Board of Directors at all times following the Appointment Time. Upon Purchaser’s request at any time following the Appointment Time, the Company shall take such actions, including but not limited to filling vacancies or newly created directorships on the Company Board of Directors, increasing the size of the Company Board of Directors (Aincluding by amending the Company Bylaws if necessary so as to increase the size of the Company Board of Directors) and/or requesting and accepting the resignations of such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears its incumbent directors, as is reasonably necessary to (B) the number of such shares outstanding, and the Company shall, at such time, cause Subenable Purchaser’s designees to be so elected or appointed designated to the Company BoardBoard of Directors, provided that in the event that Suband shall cause Purchaser’s designees are appointed to be so elected or designated at such time. The Company shall, upon Purchaser’s request following the Appointment Time, also cause Persons elected or designated by Purchaser to constitute at least the same percentage (rounded up to the Company Board, until the Effective Time next whole number) as is on the Company Board shall have at least three directors who are members of Directors of (i) each committee of the Company Board on of Directors, (ii) each board of directors (or similar body) of each Company Subsidiary, and (iii) each committee (or similar body) of each such board, in each case to the date of this Agreement extent permitted by applicable Law and who are not officers the rules of the Company (the “Independent Directors”); and provided further that, in such event, if the number of Independent Directors NYSE. The Company’s obligations under this Section 1.3(a) shall be reduced below three for any reason whatsoever, the remaining Independent Directors shall be entitled subject to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the . The Company shall make such promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders (together with the mailing of Schedule 14D-9, unless otherwise requested by Parent) the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors by Section 14(f) and Rule 14f-1 as is necessary to enable SubPurchaser’s designees to be elected or appointed designated to the Company Board as provided aboveof Directors. Purchaser shall supply the Company with, and solely be responsible for, information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. The Company provisions of this Section 1.3(a) are in addition to and shall also use its reasonable efforts not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable Law with respect to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board election of directors of each subsidiary of the Company designated by Subor otherwise. (b) Following In the election or appointment of Subevent that Purchaser’s designees are elected or designated to the Company Board of Directors pursuant to Section 1.03(a) 1.3(a), then, until the Effective Time, the concurrence Company shall cause the Company Board of Directors to maintain three (3) directors who are members of the Company Board of Directors on the date hereof, each of whom shall be “independent” for purposes of Rule 10A-3 of the Exchange Act and also eligible to serve on the Company’s audit committee under the Exchange Act and NYSE rules and at least one of whom shall be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K and the instructions thereto (the “Continuing Directors”); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the Company shall take all necessary action (including creating a committee of the Company Board of Directors) so that the Continuing Director(s) shall be entitled to elect or designate another Person (or Persons) to fill such vacancy, and such Person (or Persons) shall be deemed to be a Continuing Director for purposes of this Agreement. If no Continuing Director then remains, the other directors shall designate three (3) Persons who shall each qualify as “independent” for purposes of Rule 10A-3 of the Exchange Act and eligible to serve on the Company’s audit committee under the Exchange Act and NYSE rules and at least one of whom shall be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K and the instructions thereto, to fill such vacancies and such Persons shall be deemed Continuing Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Purchaser’s designees constitute a majority of the Company Board of Directors after the Appointment Time and prior to the Effective Time, then the affirmative vote of a majority of the Independent Continuing Directors shall (in addition to the approval rights of the Company Board of Directors or the stockholders of the Company as may be required by the Company Governing Documents or applicable Law) be required for any amendment the Company (i) to amend or terminate this Agreement, any termination of this Agreement by the Company, any extension by the Company of (ii) to extend the time for the of performance of of, or waive, any of the obligations or other acts of Sub Parent or Parent Purchaser under this Agreement (except as expressly permitted hereunder)Agreement, any recommendation or to stockholders exercise or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of waive any of the Company’s rights rights, benefits or Parent’s remedies hereunder, if such action would adversely affect the holders of Shares (other than Parent or Sub’s obligations Purchaser), (iii) except as provided herein, to amend the Company Governing Documents in a manner that would reasonably be expected to adversely affect the holders of Shares (other than Parent or Purchaser), or (iv) to take any other action or make any other determination of the Company Board of Directors under or in connection with this Agreement if such action would reasonably be expected to adversely affect the holders of Shares (other than Parent or Purchaser). The Continuing Directors shall have, and Parent shall cause the Continuing Directors to have, the authority to retain such counsel (which may include current counsel to the Company or the Board of Directors) and other advisors at the expense of the Company as determined by the Continuing Directors, and the authority to institute any action on behalf of the Company to enforce performance of this Agreement.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall be entitled to designate such number of directors on the Company Board as will shall give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals which is the product of (ia) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (iib) the percentage that (Ai) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (Bii) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s 's designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that Sub’s 's designees are appointed or elected to the Company Board, until the Effective Time of the Company Merger such Board of Directors shall have at least three two directors who are members of the Company Board Directors on the date of this Agreement and who are not officers of the Company (the “"Independent Directors”)") or shall have at least three Independent Directors in the event the total number of directors on the Company Board is greater than six; and provided further that, in such event, if the number of Independent Directors shall be reduced below three two for any reason whatsoever, the any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are shall not be officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Lawlaw, the Company shall take all action requested by Parent necessary to effect any such election or appointmentelection, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s 's designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s 's designees to be elected or appointed to the Company Board as provided above. The Company provisions of this Section 6.07 are in addition to and shall also use its reasonable efforts not limit any rights which Sub, Parent or any of their affiliates may have as a holder or beneficial owner of shares of Common Stock as a matter of law with respect to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board election of directors of each subsidiary of the Company designated by Subor otherwise. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon Section 1. The property and business affairs of the acceptance Corporation shall be managed under the direction of the Board of Directors. Directors shall be elected by a plurality vote at the annual meeting or a special meeting of the shareholders and shall hold office for payment ofa term of one year or until their successors are elected and qualified. In case of the failure to hold the annual meeting on the date fixed herein for the same to be held, and payment by Sub forthe directors shall hold over until the next annual meeting, any shares unless prior to said meeting a special meeting of Company Common Stock pursuant the shareholders for the purpose of electing directors has been held. Subject to the Offerrights, Sub shall be entitled if any, of any series of Preferred Stock to designate such elect additional directors under circumstances specified in the Articles of Incorporation and to the minimum and maximum number of authorized directors provided in the Articles of Incorporation, the authorized number of directors on will be as determined from time to time by the Company Board as will give Sub, subject to compliance with Section 14(f) of Directors. If no determination of the Exchange Actnumber of directors has been made by the Board of Directors, representation on the Company number of directors shall be [seven]. Section 2. Any vacancy occurring in the Board equal to of Directors caused by resignation, death or other incapacity, shall be filled by majority vote of the remaining members of the Board until the next annual meeting of shareholders; provided, however, that if the vote of the remaining members of the Board of Directors shall result in a tie, such vacancy shall be filled by the shareholders at least the next annual meeting of the shareholders or at a special meeting of the shareholders called for that purpose. Section 3. Any vacancy occurring in the Board of Directors, caused by an increase in the number of directors, rounded up to shall be filled by a majority vote of the members of the Board until the next whole numberannual meeting of shareholders; provided, however, that equals if the product vote of the members of the Board of Directors shall result in a tie, such vacancy shall be filled by the shareholders at the next annual meeting of the shareholders or at a special meeting of the shareholders called for that purpose. Section 4. A person shall not be nominated, stand for election or be elected as a director of the Corporation who (iI) at the total number time of directors on the Company Board his election shall be seventy (giving effect to the directors elected pursuant to this sentence70) multiplied by years of age or older, (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement has retired from employment by the Company, any extension by the Company Corporation and is sixty-five (65) years of the time for the performance of any of the obligations of Sub age or Parent under this Agreement older or (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreementiii) has retired from active business and professional vocations.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until As soon as reasonably practicable after the Effective Time Time, the Company Board Buyer shall have at least three directors who are cause four (4) current members of the Company Board on the date Company's board of this Agreement and who are not officers of the Company (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, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary the Buyer, conditional upon obtaining any necessary regulatory approvals. Such current members of the Company's board of directors shall be mutually agreed to by the Company and the Buyer and shall be appointed, at the sole discretion of the Buyer, as either Class I, Class II or Class III members of the Buyer's board of directors in a manner that ensures that each of such classes has an approximately equal number of directors. Beginning with the first annual shareholder meeting after such election or appointment and thereafter, such designated by Subpersons shall be subject to the same nomination and election procedures as the other directors on the Buyer's board of directors. The Buyer shall use its reasonable best efforts to obtain any regulatory approvals referred to in the first sentence of this Section 6.2(b)(i) prior to the Closing Date. (bii) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until As soon as reasonably practicable after the Effective Time, the concurrence of a majority Buyer Bank shall cause four (4) current members of the Independent Directors Company's board of directors to be elected or appointed to the board of directors of Buyer Bank, conditional upon obtaining any necessary regulatory approvals. Such current members of the Company's board of directors shall be required for any amendment mutually agreed to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection and Buyer Bank. Beginning with the transactions contemplated herebyfirst annual shareholder meeting after such election or appointment and thereafter, such designated persons shall be subject to the same nomination and election procedures as the other directors on Buyer Bank's board of directors. The Buyer shall use its reasonable best efforts to obtain any required regulatory approvals referred to in the first sentence of this Section 6.2(b)(ii) prior to the Closing Date. (iii) As soon as reasonably practicable after the Effective Time, Company Bank shall set the number of directors constituting its board of directors at the number of directors constituting Buyer Bank's board of directors and Buyer shall elect or permitted consent appoint to Company Bank's board of directors the directors serving on Buyer Bank's board of directors, conditional upon obtaining any necessary regulatory approvals. Beginning with the first annual shareholder meeting after such election or action by appointment and thereafter, such designated persons shall be subject to the same nomination and election procedures as the other directors on Company Bank's board of directors. The Buyer shall use its reasonable best efforts to obtain any regulatory approvals referred to in the first sentence of this Section 6.2(b)(iii) prior to the Closing Date. Prior to the Closing Date, the Company Board hereunder or any waiver of any shall use its reasonable best efforts to assist the Buyer accomplish the covenants contained in this Section 6.2(b)(iii). (iv) The Buyer shall offer to each member of the Company’s rights 's board of directors that is not elected or Parent’s appointed to the Buyer's board of directors, Buyer Bank's board of directors or Sub’s obligations under this AgreementCompany Bank's board of directors after the Effective Time pursuant to Sections 6.2(b)(i)-(iii) above membership on the Buyer's advisory board for the Alamance County, North Carolina market.

Directors. (a) Promptly Effective upon the acceptance for payment of, and payment by Merger Sub for, any shares of Company Common Stock Shares pursuant to the OfferOffer (the "OFFER ACCEPTANCE TIME"), Sub Parent shall be entitled to designate such number of four (4) directors on the Company Company's Board as will give Subof Directors; PROVIDED, subject to compliance with Section 14(f) of the Exchange ActHOWEVER, representation on the Company Board equal to at least that number of directors, rounded up prior to the next whole numberEffective Time, that equals the product Company's Board of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board Directors shall always have at least three (3) members who were directors who are members of the Company Board on the date of this Agreement and who are not officers prior to consummation of the Company Offer (the “Independent Directors”each, a "CONTINUING DIRECTOR"); and provided further thatPROVIDED, HOWEVER, that if Merger Sub purchases 85% or more of the Shares in such eventthe Offer, if the number of Independent Continuing Directors shall be one (1). If the number of Continuing Directors is reduced below to fewer than three (3) for any reason whatsoeverprior to the Effective Time, the remaining Independent and departing Continuing Directors shall be entitled to nominate designate a person Person or Persons to fill the vacancy and Parent shall take all such vacancy who shall be deemed actions as are necessary to cause the Person or Persons so designated to be an Independent Director for purposes so appointed. Notwithstanding anything in this Agreement to the contrary, Parent agrees that it shall not take any of the following actions without the affirmative vote of a majority of the Continuing Directors: (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement orAgreement, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates (b) waive any of the Company's rights, Parent benefits or remedies hereunder, (c) extend the time for performance of Parent's and Merger Sub's respective obligations hereunder, or (d) approve any other action by the Company which is reasonably likely to adversely affect the interests of the stockholders of the Company (other than Parent, Merger Sub and such persons their affiliates (other than the Company and its Subsidiaries)) with respect to the transactions contemplated by this Agreement. (b) The Company's obligations to appoint designees to its Board of Directors shall be deemed subject to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to promptly take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees all actions required pursuant to this Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment 1.3 and Rule 14f-l in order to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s fulfill its obligations under this AgreementSection 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-l. Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1.

Directors. (a) Promptly upon the acceptance for payment ofOffer Acceptance Time and all times thereafter, subject to compliance with applicable Laws and payment by Sub forthe applicable Marketplace Rules of The NASDAQ Stock Market LLC (“NASDAQ”), any shares of Company Common Stock pursuant to the Offer, Merger Sub shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals on the board of directors of the Company as is equal to the product of (i) the total number of directors on the board of directors of the Company Board (after giving effect to the directors elected designated by Merger Sub pursuant to this sentence) multiplied by (ii) the percentage that (A) such the aggregate number of shares of Company Common Stock so accepted for payment at such time beneficially owned by Parent, Merger Sub and paid for by Sub plus any of their Affiliates bears to the total number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears then issued and outstanding. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) shall have the meaning assigned to (B) such term in Rule 13d-3 under the number of such shares outstanding, and the Exchange Act. The Company shall, upon Merger Sub’s request at any time following the Offer Acceptance Time, take all such timeactions necessary to (A) appoint to the Company Board the individuals designated by Merger Sub and permitted to be so designated by the first sentence of this Section 1.3(a), cause including, but not limited to, promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Merger Sub’s designees to be so elected or appointed designated to the Company Board, provided that in the event that and (B) cause Merger Sub’s designees are to be so appointed at such time. The Company shall, upon Merger Sub’s request following the Offer Acceptance Time, also cause Persons elected or elected designated by Merger Sub to constitute the same percentage (rounded up to the Company Board, until the Effective Time next whole number) as is on the Company Board shall have at least three of each committee of the board of directors who are members of the Company Board on to the date of extent permitted by applicable Laws and the NASDAQ Marketplace Rules. The Company’s obligations under this Agreement and who are not officers Section 1.3(a) shall be subject to Section 14(f) of the Company (the “Independent Directors”); Exchange Act and provided further that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this AgreementRule 14f-1 promulgated thereunder. Subject to applicable Law, the The Company shall take all action requested by Parent necessary actions required pursuant to effect any such election or appointmentSection 14(f) of the Exchange Act and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to its stockholders the Information Statement containing shareholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make not later than such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors time as is necessary to enable Merger Sub’s designees to be elected or appointed designated to the Company Board as provided aboveat the Offer Acceptance Time. The Merger Sub shall and Parent shall cause Merger Sub to supply the Company shall also use its reasonable efforts with, and be solely responsible for, information with respect to cause the Merger Sub’s designees and Parent’s and Merger Sub’s respective officers, directors and affiliates to be proportionately represented on each committee the extent required by Section 14(f) of the Company Board (other than any committee Exchange Act and Rule 14f-1. The provisions of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.this

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock pursuant Prior to the Offerexercise of the Exchange Right, Sub the Board shall be composed of three Directors. Sheffield shall have the right to nominate two directors of Newco ("Sheffield Directors") and EIS shall have the right to nominate one Director of Newco ("EIS Director"), which Director, save as further provided herein, shall only be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) 15% of the Exchange Actvotes of the Board. To the extent required by applicable Bermuda law, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company BoardEIS Director is not a resident of Bermuda, until the Effective Time the Company Board shall have at least three directors who are members one of the Company Board on the date of this Agreement and who are not officers of the Company (the “Independent Directors”); and provided further that, in such event, if the number of Independent Sheffield Directors shall be reduced below three for any reason whatsoevera resident of Bermuda. Sheffield may appoint one of the Sheffield Directors to be the chairman of Newco. In the event that the Exchange Right is exercised by EIS within 2 years following the Closing Date, the remaining Independent EIS Director shall only be entitled to 15% of the votes of the Board until the expiry of 2 years from the Closing Date. In the event that the Exchange Right is exercised by EIS at any time after two years following the Closing Date or upon the expiry of 2 years following the Closing Date where the Exchange Right has been exercised by EIS within 2 years following the Closing Date, each of Sheffield, and EIS shall cause the Board to be reconfigured so that an equal number of Directors are designated by EIS and Sheffield and that each of the Directors has equal voting power. 5.1.1 If EIS removes the EIS Director, or Sheffield removes any of the Sheffield Directors, EIS or Sheffield, as the case may be, shall indemnify the other Stockholder against any claim by such removed Director arising from such removal. 5.1.2 The Directors shall meet not less than three times in each Financial Year and Board meetings shall be held in Bermuda to the extent required pursuant to the laws of Bermuda or to ensure the sole residence of Newco in Bermuda. 5.1.3 At any such meeting, the presence of at least one EIS Director and at least one Sheffield Director shall be required to constitute a quorum and, subject to Clause 18 hereof, the affirmative vote of a majority of the Directors present at a meeting at which such a quorum is present shall constitute an action of the Directors. In the event of any meeting being inquorate, the meeting shall be adjourned for a period of seven days. A notice shall be sent to the EIS Director(s) and the Sheffield Directors specifying the date, time and place where such adjourned meeting is to be held and reconvened. 5.1.4 The chairman of Newco shall hold office until the first meeting of the Board after the exercise by EIS of the Exchange Right, provided that the Exchange Right is exercised by EIS at any time after two years from the date hereof. If the Exchange Right is exercised by EIS within two years from the date hereof, the chairman of Newco shall continue to hold office. If the chairman is unable to attend any meeting of the Board, the Sheffield Directors shall be entitled to nominate a person appoint another Director to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, act as chairman in his place at the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreementmeeting. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) After exercise of the Exchange Act Right by EIS, each of EIS and Rule 14f-1 promulgated thereunderSheffield, and beginning with EIS, shall have the Company shall make such mailing with right, exercisable alternatively, of nominating one Director to be chairman of Newco for a term of one year. If the mailing chairman of Newco is unable to attend any meeting of the Schedule 14D-9 (provided that Sub shall have provided to Board held after the Company on a timely basis all information required to be included in exercise of the Information Statement with respect to Sub’s designees). In connection with the foregoingExchange Right by EIS, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment entitled to this Agreement, any termination appoint another Director to act as chairman of this Agreement by Newco in his place at the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreementmeeting.

Directors. (a) Promptly Subject to compliance with applicable Law, promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock the Purchaser for Shares pursuant to the Offer, Sub and from time to time thereafter, the Purchaser shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals on the Board of Directors of the Company as is equal to the product of (i) the total number of directors on the Board of Directors of the Company Board (determined - 3 - 4 after giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such the aggregate number of shares of Company Common Stock so accepted for payment and paid for Shares beneficially owned by Sub plus the Purchaser or its affiliates bears to the total number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares Shares then outstanding, and the Company shall, at such time, cause Sub’s designees subject to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and upon request of the Purchaser, promptly take all actions necessary to cause the Purchaser's designees to be so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that prior to the Effective Time (as defined in Section 2.02) the Board of Directors of the Company shall make such mailing with the mailing always have at least two members who are neither officers, directors, stockholders or designees of the Schedule 14D-9 Purchaser or any of its affiliates ("Purchaser Insiders"); and provided further, however, that Sub the Purchaser shall have provided be entitled to designate a number of directors equal to or greater than 50% of the total number of directors only if the Purchaser acquires 90% or more of the outstanding Shares pursuant to the Company on Offer. If the number of directors who are not Purchaser Insiders is reduced below two for any reason prior to the Effective Time, then the remaining directors who are not Purchaser Insiders (or if there is only one director who is not a timely basis all information required Purchaser Insider, the remaining director who is not a Purchaser Insider) shall be entitled to designate a person (or persons) to fill such vacancy (or vacancies) who is not an officer, director, stockholder or designee of the Purchaser or any of its affiliates and who shall be a director not deemed to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option a Purchaser Insider for all purposes of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following The Company's obligation to appoint the Purchaser's designees to the Board of Directors of the Company shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section and Rule in order to fulfill its obligations under this Section 1.03. Parent will supply in writing any information with respect to itself and its officers, directors and affiliates required by such Section and Rule to the Company. (c) From and after the election or appointment of Sub’s the Purchaser's designees pursuant to this Section 1.03(a) until 1.03 and prior to the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any or termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with acts of Parent or the transactions contemplated hereby, any required Purchaser or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s 's rights hereunder, or Parent’s or Sub’s obligations under any other action taken by the Board in connection with this Agreement., will require the concurrence of a majority of the directors of the Company then in office who are not Purchaser Insiders. ARTICLE II THE MERGER SECTION

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub Parent shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directorsnumber, rounded up to the next whole number, that equals of directors of the Company as is equal to the product of (i) the total number of directors on the Company Board Company's board of directors (giving effect to the directors elected designated by Parent pursuant to this sentence) multiplied by the Board Fraction. The directors so designated by Parent shall take office immediately after (i) the purchase of and payment for any Shares by Parent or any of its Subsidiaries as a result of which Parent and its Subsidiaries beneficially own at least a majority of then outstanding Shares and (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, whichever shall occur later. The Company shall, upon request of Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of Parent to be so elected or appointed to the Company's board of directors in accordance with the terms of this SECTION 2.3(a), and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided take all actions available to the Company on a timely basis all information required to cause such designees of Parent to be included in so elected or appointed at such time. At such time, the Information Statement with respect Company shall, if requested by Parent, also take all action necessary to Sub’s designeescause Persons designated by Parent to constitute the same Board Fraction of (i) each committee of the Company's board of directors (other than the Special Committee). In connection with the foregoing, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board of directors. (b) Subject to applicable law, the Company shall promptly, at the option of Sub, either increase the size promptly take all actions required pursuant to Section 14(f) of the Company Board or obtain Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under SECTION 2.3(a), including mailing to its stockholders the resignation of information required by such number of its current directors Section 14(f) and Rule 14f-1 as is necessary to enable Sub’s Parent's designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each Company's board of directors immediately after the purchase of each subsidiary and payment for any Shares by Parent or any of its Subsidiaries as a result of which Parent and its Subsidiaries own beneficially at least a majority of then outstanding Shares. Parent, Purchaser or any Contributing Stockholder will supply the Company all information with respect to either of them and their nominees, officers, directors and Affiliates required to be disclosed by such Section 14(f) and Rule 14f-1 to enable the Company to include the necessary information in the Schedule 14D-9 to be mailed to holders of Shares on the commencement date of the Company designated by SubOffer. The provisions of this SECTION 2.3 are in addition to and shall not limit any rights which Purchaser, Parent or any of their Affiliates may have as a matter of law as a holder or beneficial owner of Shares with respect to the election of directors or otherwise. (bc) Following In the election event that Parent's designees are elected or appointment appointed to the Company's board of Sub’s designees pursuant to Section 1.03(a) directors, until the Effective Time, all members of the concurrence Special Committee shall remain on the board of directors. Notwithstanding anything in this Agreement to the contrary, in the event that Parent's designees constitute a majority of the directors on the Company's board of directors, the affirmative vote of a majority of the Independent Directors Special Committee shall be required after the acceptance for any amendment payment of Shares pursuant to this Agreementthe Offer and prior to the Effective Time, any termination of to (i) amend or terminate this Agreement by on behalf of the Company, any extension by the Company of the time for the performance of (ii) exercise or waive any of the obligations Company's rights, benefits or remedies hereunder if such exercise or waiver adversely affects holders of Sub Shares (other than Parent or Parent Purchaser); (iii) take any other action under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, this Agreement if such action adversely affects holders of Shares (other than Parent or Purchaser or (iv) take any required or permitted consent or other action by the Company Board hereunder or any waiver of any of in connection with this Agreement required to be taken by the Company’s rights or Parent’s or Sub’s obligations under this Agreement's board of directors.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares Each share of Company Common Participating Preferred Stock pursuant to the Offer, Sub shall be entitled to designate one vote, and holders of fractional shares shall have the right to a fractional vote. Upon election, such directors shall become additional directors of the Corporation and the authorized number of directors of the Corporation shall thereupon be automatically increased by such number of directors. Such right of the holders of Participating Preferred Stock to elect directors may be exercised until all dividends in default on the Participating Preferred Stock shall have been paid in full, and dividends for the current dividend period declared and funds therefor set apart, and when so paid and set apart, the right of the holders of Participating Preferred Stock to elect such number of directors on shall cease, the Company Board as will give Subterm of such directors shall thereupon terminate, subject to compliance with Section 14(f) of and the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals the product of (i) the total authorized number of directors on of the Company Board (giving effect Corporation shall thereupon return to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares authorized directors otherwise in effect, but subject always to the same provisions for the vesting of Company Common such special voting rights in the case of any such future dividend default or defaults. The fact that dividends have been paid and set apart as required by the preceding sentence shall be evidenced by a certificate executed by the President and the Chief Financial Officer of the Corporation and delivered to the Board of Directors. The directors so elected by holders of Participating Preferred Stock shall serve until the certificate described in the preceding sentence shall have been delivered to the Board of Directors or until their respective successors shall be elected or appointed and qualify. At any time when such special voting rights have been so accepted for payment vested in the holders of the Participating Preferred Stock, the Secretary of the Corporation may, and paid for by Sub plus upon the written request of the holders of record of 10% or more of the number of shares of Company Common the Participating Preferred Stock otherwise owned by Sub or any other subsidiary then outstanding addressed to such Secretary at the principal office of Parent bears to (B) the number Corporation in the State of such shares outstandingNew York, and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members call a special meeting of the Company Board on the date of this Agreement and who are not officers holders of the Company (Participating Preferred Stock for 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, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates election of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board by them as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees hereinabove provided, to be proportionately represented on each committee held in the case of such written request within forty (40) days after delivery of such request, and in either case to be held at the place and upon the notice provided by law and in the By-laws of the Company Board Corporation for the holding of meetings of stockholders; provided, however, that the Secretary shall not be required to call such a special meeting (other i) if any such request is received less than ninety (90) days before the date fixed for the next ensuing annual or special meeting of stockholders or (ii) if at the time any committee such request is received, the holders of Participating Preferred Stock are not entitled to elect such directors by reason of the Company Board established to take action under this Agreementoccurrence of an event specified in the third sentence of subparagraph (d) and each board of directors of each subsidiary of the Company designated by Subbelow. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the acceptance for payment of, and payment for, Shares by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall be entitled to designate such number of directors on the Board of Directors of the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number a majority of such shares outstandingdirectors, and the Company shall, at such time, cause Sub’s 's designees to be so elected or appointed to the Company Boardby its existing Board of Directors; provided, provided however, that in the event that Sub’s 's designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company such Board of Directors shall have at least three two directors who are members directors of the Company Board on the date of this Agreement and who are not officers of the Company or any of its subsidiaries (the “"Independent Directors”)") and; and provided further that, in such event, if the number of Independent Directors shall be reduced below three two for any reason whatsoever, the remaining Independent Directors Director shall be entitled to nominate designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors of the Company on the date hereof shall designate two persons to fill such vacancies who are shall not officers, employees, stockholders be officers or affiliates of the CompanyCompany or any of its subsidiaries, or officers or affiliates of Parent or Subany of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. The Company shall, if requested by the Parent, also cause directors designated by the Parent to constitute at least a majority of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each subsidiary of the Company, and (iii) each committee (or similar body) of each such board. Subject to applicable Lawlaw, the Company shall take all action requested by Parent necessary to effect any such election or appointmentelection, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s 's designees). In connection with the foregoing, the Company shall will promptly, at the option of SubParent, either increase the size of the Company Board of Directors of the Company, any subsidiary or any committee thereof and/or obtain the resignation of such number of its current directors or committee members as is necessary to enable Sub’s 's designees to be elected or appointed to, and to the Company Board constitute a majority of such boards and committees as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the first acceptance for payment of, and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall be entitled to designate such number of directors on the Company Board of Directors as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, that equals which is the product of (ia) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (iib) the percentage that (Ai) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (Bii) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that Sub’s designees are appointed or elected to the Company BoardBoard of Directors, until the Effective Time the Company Board of Directors shall have at least three two directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company (the “Independent Directors”); and provided further that, in such event, if the number of Independent Directors shall be reduced below three two for any reason whatsoever, the any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable LawLegal Requirements, the Company shall take all action requested by Parent necessary or appropriate to effect any such election or appointmentelection, including mailing to its stockholders shareholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board of Directors as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock pursuant Prior to the Offerexercise of the EIS Exchange Right, Sub the Board of Directors of Newco shall be entitled composed of four Directors. Isis shall have the right to designate such number nominate three directors of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals the product of Newco (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Board"ISIS DIRECTORS"), provided that one such director is a resident of Bermuda, and EIS shall have the right to nominate one Director of Newco ("EIS DIRECTOR"). Isis may appoint one of the Isis Directors to be the chairman of Newco. Each Participant agrees to vote its shares of Common Stock in favor of the event that Sub’s designees are appointed or elected election of the nominees of the other Participant to the Company Board of Directors. 7.1.1 If the chairman is unable to attend any meeting of the Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Isis Directors shall be entitled to nominate a person appoint another Director to fill act as chairman in his place at the meeting. 7.1.2 If EIS removes the EIS Director, or Isis removes any of the Isis Directors, EIS or Isis, as the case may be, shall indemnify the other Stockholder against any claim by such vacancy who removed Director arising from such removal. 7.1.3 The Directors shall meet not less than three times in each Financial Year and all Directors' meetings shall be deemed held in Bermuda to be an Independent Director for purposes the extent required pursuant to the laws of this Agreement or, if no Independent Directors then remainBermuda or to ensure the sole residence of Newco in Bermuda. 7.1.4 At any such meeting, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates presence of the Company, Parent or Sub, EIS Director and such persons one of the Isis Directors shall be deemed required to be Independent Directors for purposes of this Agreement. Subject constitute a quorum and, subject to applicable LawClause 18 hereof, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence affirmative vote of a majority of the Independent Directors present at a meeting at which such a quorum is present shall constitute an action of the Directors. In the event of any meeting being inquorate, the meeting shall be adjourned for a period of seven days. A notice shall be sent to the EIS Director and the Isis Directors specifying the date, time and place where such adjourned meeting is to be held and reconvened. 7.1.5 The chairman of Newco shall hold office until the first meeting of the Directors after the exercise by EIS of the EIS Exchange Right. In the event that the EIS Exchange Right is exercised at any time by EIS, each of Isis, and EIS shall cause the board of Directors of Newco to be reconfigured so that an equal number of Directors are designated by EIS and Isis. Thereafter, each of EIS and Isis, beginning with EIS, shall have the right, exercisable alternatively, of nominating one Director to be chairman of Newco for a term of one year. If the chairman of Newco is unable to attend any meeting of the Directors, the Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.be

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any a number of shares of Company Viasoft Common Stock by Merger Sub pursuant to the OfferOffer that satisfies the Minimum Tender Condition, Merger Sub shall will be entitled to designate for appointment or election to Viasoft's Board of Directors, upon written notice to Viasoft, such number of directors on persons so that the Company Board as will give Sub, subject to compliance with Section 14(fdesignees of Merger Sub constitute the same percentage (but in no event less than a majority) of the Exchange Act, representation on the Company Viasoft's Board equal to at least that number of directors, Directors (rounded up to the next whole number) as the percentage of Shares acquired in connection with the Offer. Viasoft will, that equals upon Merger Sub's request, promptly increase the product size of (i) the total Board of Directors and/or secure the resignations of such number of directors on the Company Board (giving effect as is necessary to enable Merger Sub's designees to be elected to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number Board of shares of Company Common Stock so accepted for payment Directors and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding, and the Company shall, at such time, will cause Merger Sub’s 's designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreementelected. Subject to applicable Lawlaw, the Company shall Viasoft will take all action requested by Parent Compuware necessary to effect any such election or appointmentelection, including mailing to its stockholders shareholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall Viasoft agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Merger Sub shall will have provided to the Company Viasoft on a timely basis all information required to be included in the Information Statement with respect to Merger Sub’s 's designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Merger Sub’s 's designees pursuant to this Section 1.03(a) until 6.7, and prior to the Effective Time, any amendment or termination of this Agreement, extension for the performance or waiver of the obligations or other acts of Compuware or Merger Sub or exercise or waiver of Viasoft's rights or remedies hereunder, will require the concurrence of a majority of Viasoft's directors (including, if Compuware so elects, a majority of Viasoft's non-employee directors) (or the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company concurrence of the time for sole remaining director, if there is only one remaining) then in office who are directors of Viasoft on the performance of date hereof, or are directors (other than directors designated by Merger Sub in accordance with this Section 6.7) designated by such persons or person to fill any of vacancy (the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder"Continuing Directors"), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the acceptance for payment ofThe Board of Directors shall consist of up to nine (9) members who shall be appointed as follows: (1) each of Pitango, Star, Genesis and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub Orbotech shall be entitled to designate such number appoint one (1) director to the Board of directors on Directors of the Company Board for so long as will give Subit holds Preferred Shares constituting more than 5% of the issued and outstanding share capital of the Company, subject on an as converted basis, and thereafter the directorship which was vacated shall be held by a director appointed by the holders of the majority of the Series AA Preferred Shares not otherwise entitled to compliance with Section 14(fappoint a director pursuant to this Article 65(a)(1); (2) each of Poalim Ventures and Wellington shall be entitled to appoint one (1) director for so long as it holds Preferred Shares constituting more than 3% of the issued and outstanding share capital of the Company, on an as converted basis and thereafter the directorship which was vacated shall be held by a director appointed by the holders of the majority of the Series BB Preferred Shares; (3) the majority of the directors appointed pursuant to Articles 65(a)(1) and(2) above shall be entitled to appoint up to two (2) directors, who shall be independent industry experts; and (4) the Chief Executive Officer (“CEO”) of the Exchange Act, representation on Company shall be a director if he or she is appointed as a director by a majority of the Company Board equal directors appointed pursuant to at least that number of directors, rounded up Articles 65(a)(1) and(2) above; (b) Amadeus shall be entitled to appoint one (1) observer to the next whole numberBoard for so long as it holds Preferred Shares constituting more than 5% of the issued and outstanding share capital of the Company, that equals the product of on as converted basis. (ic) the total number of directors on the Company Board (giving effect Observers to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number Board of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Directors shall be entitled to nominate a person attend all Board of Directors meetings and in this capacity, to fill receive all notices of meetings and any documentation the Company provides to the Company’s directors before, during or after such vacancy who meetings, subject to restrictions relating to attorney-client privilege, and shall be deemed subject (other than an observer appointed by Intel) to be an Independent Director for purposes the same fiduciary duties that apply to members of the Board of Directors. (d) The provisions of this Agreement orArticle 65 shall be in force until the QIPO. (a) The directors and observers shall be appointed as set forth in Article 65 and may be removed and vacancies filled by those entitled to appoint, if no Independent Directors then remainas specified in Article 65. Notice of appointment or removal shall become effective on the date fixed in the notice of appointment or removal, the other directors shall designate two persons or upon delivery thereof to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Subwhichever is later. For avoidance of doubt, in the event that a seat of the Board of Directors is vacated, and no one is entitled to replace such persons vacated seat, then such vacated seat shall remain vacant and the number of directors shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Subreduced accordingly. (b) Following If the election or appointment office of Sub’s designees pursuant to Section 1.03(a) until any member of the Effective TimeBoard of Directors is vacated, the concurrence of a majority other members of the Independent Board of Directors shall be required for any amendment to this Agreementmay act in every way and manner so long as their number does not fall below two, any termination at least one of this Agreement which was appointed by the Companyholders of the Preferred Shares. If their number falls below two, any extension or if there are only two directors but none of them were appointed by the Company holder of the time Preferred Shares, they may act only in an emergency, for convening General Meetings and for providing written notice to those shareholders or groups of shareholders who are entitled to fill the performance vacancies, of any such vacancies. In the event that within 10 days following mailing of such written notices the obligations of Sub vacancies are not filled, the directors in office, whatever their number or Parent under this Agreement (except as expressly permitted hereunder)by whom appointed, any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors may act in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreementevery way and manner.

Directors. (a) Promptly upon the acceptance for payment of, purchase of and payment for any Shares by Sub for, any shares of Company Common Stock Purchaser pursuant to the OfferOffer which represent at least a majority of the Shares outstanding on a fully diluted basis and at all times thereafter, Sub Purchaser shall be entitled to elect or designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals on the Company Board of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors (giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Purchaser and any of its affiliates bears to the total number of Shares then outstanding. The Company shall, upon Purchaser’s request at any time following the purchase of and payment for Shares pursuant to the Offer, use its best efforts to take such actions, including but not limited to promptly filling vacancies or newly created directorships on the Company Board of Directors, promptly increasing the size of the Company Board of Directors (Aincluding by amending the Bylaws of the Company if necessary so as to increase the size of the Company Board of Directors) and/or promptly securing the resignations of such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears its incumbent directors as are necessary to (B) the number of such shares outstanding, and the Company shall, at such time, cause Subenable Purchaser’s designees to be so elected or appointed designated to the Company BoardBoard of Directors, provided that in the event that Suband shall use its best efforts to cause Purchaser’s designees are appointed to be so elected or elected designated at such time. The Company shall, upon Purchaser’s request following the purchase of and payment for Shares pursuant to the Company BoardOffer, until also use its best efforts to cause Persons elected or designated by Purchaser to constitute the Effective Time same percentage (rounded up to the next whole number) as is on the Company Board shall have at least three directors who are members of Directors of each committee of the Company Board on of Directors to the date of this Agreement extent permitted by applicable law and who are not officers the rules of the Company New York Stock Exchange (the “Independent DirectorsNYSE”); and provided further that, in such event, if the number of Independent Directors . The Company’s obligations under this Section 1.3(a) shall be reduced below three for any reason whatsoever, the remaining Independent Directors shall be entitled subject to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the . The Company shall make such promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to shareholders (together with the mailing of Schedule 14D-9) the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors by Section 14(f) and Rule 14f-1 as is necessary to enable SubPurchaser’s designees to be elected or appointed designated to the Company Board as provided aboveof Directors. Purchaser shall supply the Company with, and be solely responsible for, information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. The Company provisions of this Section 1.3(a) are in addition to and shall also use its reasonable efforts not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a holder or beneficial owner of Shares as a matter of applicable law with respect to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board election of directors of each subsidiary of the Company designated by Subor otherwise. (b) Following In the election or appointment of Subevent that Purchaser’s designees are elected or designated to the Company Board of Directors pursuant to Section 1.03(a) 1.3(a), then, until the Effective Time, the concurrence Company and Parent shall use reasonable best efforts to cause the Company Board of Directors to maintain as directors the Company’s current chief executive officer and three (3) other directors who are members of the Company Board of Directors on the date hereof, each of whom, other than the Company’s chief executive officer, shall be an “independent director” as defined by Rule 303A.02 of the NYSE rules and eligible to serve on the Company’s audit committee under the Exchange Act and NYSE rules, at least one of whom shall be an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K and the instructions thereto and at least two (2) of whom shall be eligible to serve on the Company’s Management Development and Compensation Committee under the terms of the Company Stock Plans and under the Exchange Act and NYSE rules (the “Continuing Directors”); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the remaining Continuing Director(s) shall be entitled to elect or designate another Person (or Persons) to fill such vacancy in conformity with the requirements of this sentence, and such Person (or Persons) shall be deemed to be a Continuing Director for purposes of this Agreement. If no Continuing Director then remains, the other directors shall designate three (3) Persons to fill such vacancies (all of whom shall meet the “independence” requirements of the preceding sentence and at least one of whom shall meet the other requirements of the preceding sentence) and such Persons shall be deemed Continuing Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Purchaser’s designees constitute a majority of the Company Board of Directors after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective Time, then the affirmative vote of a majority of the Independent Continuing Directors shall (in addition to the approval rights of the Company Board of Directors or the shareholders of the Company as may be required by the Restated Articles of Incorporation of the Company (as amended, the “Company Articles”), the bylaws of the Company (as amended, the “Company Bylaws”, and together with the Company Articles, the “Company Governing Documents”) or applicable law) be required (i) for any amendment the Company to amend or terminate this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub (ii) to exercise or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of waive any of the Company’s rights rights, benefits or Parent’s remedies hereunder, if such action would materially and adversely affect the holders of Shares (other than Parent or Sub’s obligations Purchaser), (iii) to amend the Company Governing Documents if such action would materially and adversely affect the holders of Shares (other than Parent or Purchaser) or (iv) to take any other action of the Company Board of Directors under or in connection with this Agreement if such action would materially and adversely affect the holders of Shares (other than Parent or Purchaser); provided, however, that if there shall be no Continuing Directors as a result of such Persons’ deaths, disabilities or refusal to serve, then such actions may be effected by majority vote of the entire Company Board of Directors (or, to the extent permitted by the GBCC, by a committee duly constituted by the Company Board of Directors). Notwithstanding any provision of this Agreement, nothing in this Agreement shall be deemed to prevent Purchaser, its designees to the Company Board of Directors or the Company from taking any action necessary to elect to be treated as a “controlled company” as defined by NYSE Rule 303A and making all necessary filings and disclosures associated with such status. Notwithstanding any provision of this Agreement to the contrary, after the acceptance of Shares pursuant to the Offer until the Effective Time, the members of the Management Development and Compensation Committee of the Company Board of Directors who are Continuing Directors shall have the sole power and authority to interpret the Company Stock Plans.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Merger Sub for, any shares of Company Common Stock pursuant to the Offer, Parent, U.S. Parent or Merger Sub shall be entitled to designate designate, from time to time, such number of directors on the Company Board as will give Merger Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals which is the product of (ia) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (iib) the percentage that (Ai) such number of shares of Company Common Stock so accepted for payment and paid for by Merger Sub plus the number of shares of Company Common Stock otherwise owned by Parent, U.S. Parent or Merger Sub or any other subsidiary of Parent bears to (Bii) the number of such shares outstanding, and the Company shall, at such time, cause Merger Sub’s designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that Merger Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board Directors on the date of this Agreement and who are not officers will be independent for purposes of Rule 10A-3 under the Company Exchange Act (the “Independent Directors”); and provided provided, further that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, the any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two three persons to fill such vacancies who are not officers, employees, stockholders or affiliates will be independent for purposes of Rule 10A-3 under the Company, Parent or SubExchange Act, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent or U.S. Parent necessary to effect any such election or appointmentelection, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Merger Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board as provided above. The At such time, the Company shall also use its reasonable efforts take all action necessary to cause individuals designated by Parent to constitute the Sub’s designees number of members, rounded up to be proportionately represented the next whole number, on (A) each committee of the Company Board and (other than any committee of the Company Board established to take action under this AgreementB) and each board of directors of each subsidiary of Company Subsidiary (and each committee thereof) that represents the same percentage as such individuals represent on the Company designated by SubBoard. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub Purchaser for, any shares of Company Common Stock pursuant to the Offer, Sub Purchaser shall be entitled to designate such number of directors on the Company Company's Board of Directors as will give SubPurchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, that equals which is the product of (ia) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (iib) the percentage that (Ai) such number of shares of Company Common Stock so accepted for payment and paid for by Sub Purchaser plus the number of shares of Company Common Stock otherwise owned by Sub Purchaser or any other subsidiary of Parent bears to (Bii) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s Purchaser's designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that Sub’s Purchaser's designees are appointed or elected to the Company BoardBoard of Directors, until the Effective Time the Company Board of Directors shall have at least three two directors who are members of the Company Board directors on the date of this Agreement and who are not officers of the Company (the “"Independent Directors”"); and provided further that, in such event, if the number of Independent Directors shall be reduced below three two for any reason whatsoever, the remaining Independent Directors Director shall be entitled to nominate designate a person Person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons Persons to fill such vacancies who are shall not be officers, employees, stockholders or affiliates of the Company, Parent or SubPurchaser, and such persons Persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Lawlaw, the Company shall take all action requested by Parent necessary to effect any such election or appointmentelection, including mailing to its stockholders the 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 Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub Purchaser shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s Purchaser's designees). In connection with the foregoing, the Company shall promptly, at the option of SubPurchaser, either increase the size of the Company Board of Directors or obtain the resignation of such number of its current directors as is necessary to enable Sub’s Purchaser's designees to be elected or appointed to the Company Board of Directors as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon As of the acceptance for payment ofEffective Date, the directors of the Purchaser shall, by resolution, appoint as additional directors of the Purchaser four nominees of the Vendor (the “Vendor Nominees”), two of whom shall be assigned to a one-year term, one of whom shall be assigned to a two-year term and payment one of whom shall be assigned to a three-year term (with the first year of the term commencing on the Effective Date and ending at the close of the Purchaser’s 2026 AGM), such terms being assigned by Sub for, any shares the directors of Company Common Stock pursuant the Purchaser in consultation with the directors of the Vendor. The Vendor Nominees shall be individuals who are directors of the Vendor immediately prior to the OfferEffective Date. The nomination process, Sub shall be entitled to designate such which may include a third- party assessment, should consider the competency matrix needs, diversity and representation that meets the best interests of the members. (b) With the addition of the Vendor Nominees as additional directors of the Purchaser by the resolution contemplated in Article (a), the number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange ActPurchaser as of the Effective Date, representation on together with the Company Board equal to at least that number 14 existing directors of directorsthe Purchaser, rounded up to the next whole number, that equals the product of shall be 18. (ic) the total number of directors on the Company Board (giving effect to Unless otherwise determined by the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers Purchaser, upon expiration or earlier termination of the Company (the “Independent Directors”); and provided further that, in such event, if the number term of Independent Directors shall be reduced below three a Vendor Nominee for any reason whatsoever, the remaining Independent Directors shall be entitled to nominate a no person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to will be elected or appointed to fill the Company Board as provided above. The Company shall also use its reasonable efforts to cause vacancy and the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board number of directors of each subsidiary of the Company designated by SubPurchaser shall be deemed to have been reduced accordingly. (bd) Following The length of time served as directors of the election or appointment of Sub’s designees Vendor by the Vendor Nominees appointed pursuant to Section 1.03(aArticle (a) until will not be included in the calculation of time served as a director of the Purchaser for the purposes of determining term limits in accordance with the Rules of the Purchaser. (e) The Purchaser will pay outgoing directors of the Vendor, who are directors immediately prior to the Effective TimeDate but who do not become directors of the Purchaser, $15,000 for ceasing to be a director, regardless of the term remaining on the director’s term of office with the Vendor. (f) After a one-year exclusionary period from the Effective Date, any former director of the Vendor shall be eligible for election for any vacancy for which an election is to be held for the Purchaser’s board of directors, subject to and in accordance with the Rules of the Purchaser. For clarity, the concurrence of a majority of Vendor Nominees are not subject to the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreementone-year exclusionary period.

Directors. (a) Promptly Effective upon the acceptance for payment of, and payment by Sub for, any Offeror of shares of Company Common Stock pursuant to the OfferOffer such that Buyer or MergerCo shall own at least a majority of the Fully Diluted Shares, Sub the Offeror shall be entitled to designate such the number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directorsDirectors, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company Company's Board of Directors (giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by and (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary Offeror (including shares of Parent Company Common Stock accepted for payment) bears to (B) the total number of such shares Shares of Company Common Stock outstanding, and the Company shall, at such time, shall take all action necessary to cause Sub’s Offeror's designees to be so elected or appointed to the Company's Board of Directors, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such times, the Company Boardwill use its best efforts to cause individuals designated by Offeror to constitute the same percentage as such individuals represent on the Company's Board of Directors of (x) each committee of the Board (other than any committee of the Board established to take action under this Agreement), provided (y) each board of directors of each Subsidiary of the Company and (z) each committee of each such board. provided; however, that in the event that Sub’s Offeror's designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time the Company Time, such Board of Directors shall have at least three two directors who are members directors of the Company Board on the date of this Agreement and who are not officers of the Company or any of its subsidiaries (the “"Independent Directors”)") and; and provided further that, in such event, if the number of Independent Directors shall be reduced below three two for any reason whatsoever, the remaining Independent Directors Director shall be entitled to nominate designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors of the Company on the date hereof shall designate two persons to fill such vacancies who are shall not officers, employees, stockholders be officers or affiliates of the CompanyCompany or any of its Subsidiaries, Parent or Subofficers or affiliates of Buyer or any of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, the affirmative vote of the majority of the Independent Directors shall be required to (i) amend or otherwise modify the Articles of Organization of the Company, (ii) approve any amendment, modification or waiver by the Company of any provisions of this Agreement or (iii) approve any other action by the Company that materially adversely affects the interests of the stockholders of the Company (other than Buyer or MergerCo) with respect to the transactions contemplated hereby, including without limitation, any actions which would constitute a breach by the Company of its representations, warranties or covenants contained herein. (b) The Company's obligations to appoint designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Subject to applicable Lawlaw, the Company shall promptly take all action requested by Parent Offeror necessary to effect any such election or appointmentelection, including mailing to its stockholders the Information Statement information statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub Offeror shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s Offeror's designees). In connection with the foregoing, the Company shall will promptly, at the option of SubOfferor, either increase the size of the Company Company's Board or of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub’s Offeror's designees to be elected or appointed to, and to constitute a majority of the Company Company's Board of Directors as provided above. The Company shall also use its reasonable efforts Offeror will supply to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than in writing and be solely responsible for any committee of the Company Board established information with respect to take action under this Agreementitself and its nominees, officers, directors and affiliates required by Section 14(f) and each board of directors of each subsidiary of the Company designated by SubRule 14f-1. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon Upon the acceptance for payment of, ---------- and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall be entitled to designate such number (subject to the other provisions of this Section 6.10) of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals which is the product of (ia) the total number of directors on the Company Board (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (iib) the percentage that (Ai) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Capital Stock otherwise owned by Parent or Sub or any other subsidiary of Parent bears to (Bii) the number of such shares of Company Capital Stock then outstanding. Sub's designees shall be divided among the classes of directors so as to comply with the requirements of the Company Charter and the Company By-laws. In furtherance thereof, and the Company shall, at such timetime and at Sub's option, cause use its best efforts either to increase the size of the Company Board or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Sub’s 's designees to be so elected or appointed to the Company BoardBoard as provided above. Notwithstanding any other provision of this Agreement, provided that in the event that Sub’s 's designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three two directors who are members of the Company Board Directors on the date of this Agreement and who are not officers of the Company (the “"Independent Directors”"); and provided further that, in such ---------------------- ---------------- event, if the number of Independent Directors shall be reduced below three two for any reason whatsoever, the remaining Independent Directors Director shall be entitled to nominate designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who are not directors, officers, employees, stockholders or affiliates of the Company, Parent, Sub or any affiliate of Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointmentelection, including mailing to its stockholders stock holders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s 's designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following From and after the election or appointment first time (the "Control Time") that designees of Sub’s designees pursuant Sub constitute a majority of the Company Board and prior to Section 1.03(a) until the Effective Time, subject to the concurrence terms hereof, any amendment or modification of a majority of the Independent Directors shall be required for this Agreement, any amendment to this Agreementthe Company Charter or the Company By-laws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Parent or Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation waiver of any condition to stockholders the Company's obligations hereunder or any modification of the Company's rights hereunder or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder which adversely affects holders of Company Common Stock (other than Parent or any waiver Sub) may be effected only if there are in office one or more Independent Directors and such action is approved by a majority vote of any a quorum of the Company’s rights or Parent’s or Sub’s obligations under this AgreementCompany Board, such majority to include an Independent Director.

Directors. (a) Promptly upon the acceptance for payment of, and payment purchase by Merger Sub for, any shares of Company Common Stock pursuant to the OfferOffer of such number of Shares as represents at least a majority of the then-outstanding Shares, and from time to time thereafter, Merger Sub shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals on the Company Board as will give Merger Sub representation on the Company Board equal to the product of (ix) the total number of directors on the Company Board (after giving effect to any increase in the number of directors elected pursuant to this sentenceSection 1A.4) multiplied by and (iiy) the percentage that (A) such number of shares of Company Common Stock Shares so accepted for payment and paid for by Sub plus purchased bears to the total number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares Shares outstanding, and the Company shall, at upon request by Merger Sub, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such time, number of directors as is necessary to provide Merger Sub with such level of representation and shall cause Merger Sub’s designees to be so elected or appointed. The Company shall also cause individuals designated by Merger Sub to constitute the same percentage of each committee of the Company Board as the percentage of the entire Company Board represented by individuals designated by Merger Sub. The Company’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act. At the request of Merger Sub, the Company shall take all actions necessary to effect any such election or appointment of Merger Sub’s designees, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder which, unless Merger Sub otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Merger Sub will supply to the Company all information with respect to themselves and their respective officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. (b) Following the election or appointment of Merger Sub’s designees pursuant to Section 1A.4(a) and prior to the Effective Time, any amendment or termination of this Agreement by the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Merger Sub under this Agreement, any waiver of compliance with any of the agreements or conditions under this Agreement other than those that are for the benefit of the Parent, any exercise of the Company’s rights or remedies under this Agreement, any action to seek to enforce any obligation of Parent or Merger Sub under this Agreement (or any other action by the Company Board with respect to this Agreement or the Merger if such other action adversely affects, or could reasonably be expected to adversely affect, any of the holders of Shares other than Parent or Merger Sub) or any amendment to the Company’s charter or bylaws may only be authorized by, and will require the authorization of, a majority of the directors of the Company then in office who are directors of the Company on the date hereof or their successors as appointed by such continuing directors (the “Continuing Directors”); provided, however, that if there shall be no Continuing Directors as a result of such individuals’ deaths, disabilities, resignations or refusal to serve, then such actions may be effected by majority vote of the Independent Directors, or, if no Independent Directors are then in office, by a majority vote of the Company Board; provided further, however, that for so long as there remains at least one Continuing Director, in the event any Continuing Director is unable to continue to serve as a result of death, disability, resignation or refusal to serve the Company shall take all necessary action so that the remaining Continuing Director(s) shall be entitled to elect or designate another Person that satisfies the applicable independence requirements to fill such vacancy, and such Person shall be deemed to be a Continuing Director for purposes of this Agreement. The Continuing Directors shall have, and the Parent shall cause the Continuing Directors to have, the authority to retain such counsel (which may include current counsel to the Company or the Board or any committee thereof) and other advisors at the expense of the Company as determined by the Continuing Directors, and the authority to institute any action on behalf of the Company to enforce performance of this Agreement. (c) In the event that Parent’s designees are elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected Board pursuant to the Company BoardSection 1A.4(a), until the Effective Time Time, (i) the Company Board shall have at least three such number of directors as may be required by the NASDAQ rules or the federal securities laws who are members considered independent directors within the meaning of the Company Board on the date of this Agreement such rules and who are not officers of the Company laws (the “Independent Directors”)) and (ii) each committee of the Company Board that is required (or a majority of which is required) by the NASDAQ rules or the federal securities laws to be composed solely of Independent Directors shall be so composed; and provided further thatprovided, however, that in such event, if the number of Independent Directors shall be reduced below three the number of directors as may be required by such rules or laws for any reason whatsoever, and subject to the last proviso of the penultimate sentence of Section 1A.4(b), the remaining Independent Directors Director(s) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no other Independent Directors Director then remainremains, the other directors shall designate two persons such number of directors, as may be required by the NASDAQ rules and the federal securities laws, to fill such vacancies who are shall not officers, employees, be stockholders or affiliates Affiliates of the Company, Parent or Merger Sub, and such persons Persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly Effective upon the acceptance for payment of, and payment by Sub for, any pursuant to the Offer of a number of shares of Company Common Stock pursuant to that satisfies the OfferMinimum Condition, Sub Parent shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, on the Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected pursuant to this sentenceSection 2.03) multiplied by and (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise beneficially owned by Parent and/or Merger Sub or any other subsidiary (including shares of Parent Company Common Stock accepted for payment) bears to (B) the total number of such shares of Company Common Stock outstanding, and the Company shall, at such time, shall take all action necessary to cause Sub’s Parent's designees to be so elected or appointed to the Company Board, provided that in including increasing the event that Sub’s designees are appointed or elected number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board and (ii) each board of directors of each Subsidiary of the Company identified by Parent (and each committee thereof) that represents the same percentage as such individuals represent on the Board, until in each case only to the Effective Time extent permitted by applicable Law including the rules of The Nasdaq National Market or any other exchange on which the Company Board Common Stock is listed. Notwithstanding the provisions of this Section 2.03, the parties hereto shall have use their respective best efforts to ensure that at least three directors who are two of the members of the Company Board on the date of this Agreement and Board, who are not officers officers, employees or affiliates of the Company, Parent or Merger Sub or any of their respective Subsidiaries or affiliates, shall, at all times prior to the Effective Time, be individuals who were independent directors of the Company (for purposes of the “Independent continued listing requirements of The Nasdaq National Market) on the date hereof (the "Continuing Directors”"); and provided further that, in such event, that if the number of Independent Directors there shall be reduced below three in office fewer than two Continuing Directors for any reason whatsoeverreason, the remaining Independent Directors Board shall be entitled to nominate cause a person designated by the remaining Continuing Director to fill such vacancy who shall be deemed to be an Independent a Continuing Director for all purposes of this Agreement orAgreement, or if no Independent Continuing Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who are will not be directors, officers, employees, stockholders employees or affiliates of the Company, Parent or Sub, Merger Sub or any of their respective Subsidiaries or affiliates and such persons shall be deemed to be Independent Continuing Directors for all purposes of this Agreement. Subject The Board shall not delegate any matter covered by this Section 2.03 to applicable Lawany committee of the Board, unless such committee consists only of the Company Continuing Directors. (b) The Company's obligations to appoint Parent's designees to the Board shall take all action requested by Parent necessary be subject to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions, and the Company shall make such mailing with the mailing of include in the Schedule 14D-9 (provided that Sub such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 2.03, so long as Parent shall have provided to the Company on a timely basis all in writing and be solely responsible for any information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoingitself, the Company shall promptlyMerger Sub and their respective nominees, at the option of Subofficers, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreementand affiliates required by Section 14(f) and each board of directors of each subsidiary of the Company designated by SubRule 14f-1. (bc) Following the election or appointment of Sub’s Parent's designees pursuant to Section 1.03(a2.03(a) and until the Effective Time, only the concurrence approval of a majority of the Independent Continuing Directors shall be required for any amendment to this Agreement, authorize any termination of this Agreement by the Company, any extension amendment of this Agreement requiring action by the Company Board, any extension of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent obligation or action hereunder by the Company Board hereunder Parent or Merger Sub, any waiver of compliance with any of the Company’s rights agreements or Parent’s conditions contained herein for the benefit of the Company and any other action of the Company hereunder which adversely affects the holders of shares of Company Common Stock (other than Parent or Merger Sub’s obligations under this Agreement) in any respect.

Directors. (a) Promptly upon the acceptance for payment of, purchase of and payment for Shares by Sub for, Parent or any of its subsidiaries which represent at least a majority of the then outstanding shares of Company Common Stock pursuant to the OfferStock, Sub Parent shall be entitled to designate such number of directors on the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals on the Company Board as is equal to the product of (i) the total number of directors on the Company Board (giving effect to the directors elected designated by Parent pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Sub, Parent and any of their Affiliates (Aincluding Shares so accepted for payment) such bears to the total number of shares of Company Common Stock so accepted for payment then outstanding (on a fully diluted basis). The Company shall take all action necessary to cause Parent's designees to be elected or appointed to the Company Board and paid for by Sub plus to secure the resignations of such number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears its incumbent directors as is necessary to (B) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s enable Parent's designees to be so elected or appointed. At such times, the Company will cause individuals designated by Parent to constitute the same percentage (rounded up to the nearest whole number) as such individuals represent on the Company Board of (A) each committee of the Company Board and (B) each board of directors (and committee thereof) of each Company Subsidiary (as defined in Section 3.1 hereof) in each case to the extent permitted by Applicable Law or the rules or applicable listing agreement of any stock exchange or over-the- counter market on which the Company Common Stock is listed or traded. Notwithstanding the foregoing, until the Effective Time (as defined in Section 1.5 hereof), the Company shall use its best efforts to retain as members of the Company Board at least two directors that are directors of the Company on the date hereof (the "Independent Directors"); provided, that subsequent to the -------- ---- purchase of and payment for Shares pursuant to the Offer, Parent shall always have its designees represent at least a majority of the entire Company Board. The Company's obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) and Rule l4f-1 in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected or appointed to the Company Board. Parent or Sub shall supply the Company any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3 are in addition to and shall not limit any rights which Sub, Parent or any of their Affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. (b) In the event that Parent's designees are elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time Time, the Company Board shall have at least three directors who are use its best efforts to maintain as members of the Company Board on the date of this Agreement and at least two directors who are not officers of the Company (the “Independent Directors”); and , provided further that, in such event, if the number of Independent Directors shall be reduced below three two for any reason whatsoever, the remaining Independent Directors Director, if any, shall be entitled to nominate designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors Director then remainremains, the other directors shall designate two persons to fill such vacancies who are shall not officersbe stockholders, employees, stockholders Affiliates or affiliates associates of the Company, Parent or Sub, and each such persons person shall be deemed to be an Independent Directors Director, for purposes of this Agreement. Subject Notwithstanding anything in this Agreement to applicable Lawthe contrary, in the event that Parent's designees constitute a majority of the directors on the Company Board, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence affirmative vote of a majority of the Independent Directors shall be required after the acceptance for any amendment payment of Shares pursuant to this Agreementthe Offer and prior to the Effective Time, any termination of to (a) amend or termi nate this Agreement by the Company, any extension by the Company of the time for the performance of (b) exercise or waive any of the obligations Company's rights, benefits or remedies hereunder if such exercise or waiver materially and adversely affects holders of Sub Shares other than Parent or Parent under this Agreement Sub, (except as expressly permitted hereunder), any recommendation c) take action with respect to stockholders or any modification or withdrawal of any such recommendation, any the retention of counsel or and other advisors in connection with the transactions transac tions contemplated herebyhereby or (d) take any other action under or in connection with this Agreement if such action materially and adversely affects holders of Shares other than Parent or Sub; provided, any required or permitted consent or action that if -------- ---- there shall be no such directors, such actions may be effected by unanimous vote of the entire Company Board hereunder or any waiver of any Board. The Independent Directors shall have the right to retain, at the expense of the Company’s rights or Parent’s or Sub’s obligations under this Agreement, one separate firm of counsel to represent them in connection with the Transactions.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Merger Sub for, any for shares of Company Common Stock purchased 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 on the Company Board as will give Subentitled, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that designate such number of directors, rounded up to the next greatest whole number, on the Board as will give Merger Sub representation on the Board equal to that number of directors which equals the product of (i) the total number of directors on the Company Board (giving effect to the directors appointed or elected pursuant to this sentencesentence and including current directors serving as officers of the Company) multiplied by (ii) the percentage that (A) such the aggregate number of shares of Company Common Stock so beneficially owned by Merger Sub or any affiliate of Merger Sub (including for purposes of this Section 1.03 such shares of Company Common Stock as are accepted for payment and paid for pursuant to the Offer, but excluding shares of Company Common Stock held by Sub plus the Company or any of its affiliates) bears to the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding; provided, and the Company shallhowever, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that in the event that Merger Sub’s 's designees are appointed or elected to the Company Board, until the Effective Time (as defined in Section 2.02) the Company Board shall have at least three directors one director who are members of the Company Board is a director on the date of this Agreement and who are is not officers an executive officer of the Company (the “"Independent Directors”); Director") . At such times, the Company will also cause (i) each committee of the Board, (ii) if requested by Merger Sub, the board of directors of each of the Company's subsidiaries and provided further that(iii) if requested by Merger Sub, in each committee of such eventsubsidiaries' boards to include persons designated by Merger Sub constituting the same percentage of each such committee or board as Merger Sub's designees are of the Board. The Company shall, if upon request by Merger Sub, promptly increase the size of the Board or exercise its best efforts to secure the resignations of such number of directors as is necessary to enable Merger Sub's designees to be elected to the Board and shall cause Merger Sub's designees to be so elected. The Board shall approve, and by approving the execution and delivery of this Agreement by the Company, hereby does approve the taking of action by stockholders of the Company, by written consent, to amend the By-Laws of the Company as may be necessary or desirable to effect the provisions of this Section 1.03. (b) Following the election or appointment of Merger Sub's designees pursuant to this Section 1.03, and prior to the Effective Time, the approval of a majority of the Independent Directors shall be reduced below three for required to authorize (i) any reason whatsoever, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes termination of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of by the Company, (ii) any amendment of this Agreement requiring action by the Board (other than an amendment to eliminate cash from the Merger Consideration (as defined in Section 2.07(b)) in the event Merger Sub accepts for payment and pays for the Offered Number (as defined in Section 2.06(b)) of shares of Company Common Stock in the Offer), (iii) any consent by the Company to any extension of the time for performance of any of the obligations or other acts of Parent or Merger Sub, (iv) any waiver by the Company of compliance with any of the covenants or conditions contained in this Agreement for the benefit of the Company or any other rights of the Company under this Agreement and such persons shall be deemed (v) any amendment or withdrawal by the Board of its recommendation of the Merger pursuant to be Independent Directors for purposes of this Agreement. Section 5.02. (c) Subject to applicable Lawlaw, the Company shall promptly take all action requested by Parent necessary pursuant to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, thereunder in order to fulfill its obligations under this Section 1.03 and the Company shall make such mailing with the mailing of include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (provided that or an amendment thereof or an information statement pursuant to Rule 14f-1 if Merger Sub shall have provided has not theretofore designated directors) such information with respect to the Company on a timely basis all and its officers and directors as is required under Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.03. Parent and Merger Sub shall furnish to the Company and be solely responsible for any information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoingitself and its nominees, the Company shall promptlyofficers, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreementand affiliates required by Section 14(f) and each board of directors of each subsidiary of the Company designated by SubRule 14f-1. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this Agreement.

Directors. (a) Promptly upon the acceptance for payment of, and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall be entitled to designate such number of directors on the Board of Directors of the Company Board as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of 40 44 the Company Board equal to at least that number of directors, rounded up to the next whole number, that equals which is the product of (ia) the total number of directors on the Board of Directors of the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (iib) the percentage that (Ai) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (Bii) the number of such shares outstanding, and the Company shall, at such time, cause Sub’s 's designees to be so elected or appointed to the Company Boardelected; provided, provided however, that in the event that Sub’s 's designees are appointed or elected to the Company BoardBoard of Directors of the Company, until the Effective Time Time, the Board of Directors of the Company Board shall have at least three a sufficient number of directors (as required by the rules of the New York Stock Exchange, Inc. (the "NYSE")) who are members of the Company Board Directors on the date of this Agreement and who are not officers of the Company or representatives of any affiliates of the Company (the “"Independent Directors”"); and provided further that, in such event, if the number of Independent Directors shall be reduced below three the number required by the rules of the NYSE for any reason whatsoever, the any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to nominate a person designate persons to fill such vacancy vacancies who shall be deemed to be an Independent Director Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two a sufficient number of persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent Compass or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Lawlaw, the Company shall take all action requested by Parent Compass necessary to effect any such election or appointmentelection, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s 's designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Board of Directors of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s 's designees to be elected or appointed to the Board of Directors of the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant Prior to Section 1.03(a) until the Effective Time, the concurrence Company shall cause each member of its Board of Directors, other than Sub's designees, to execute and deliver a majority letter effectuating his or her resignation as a director of such Board of Directors effective immediately prior to the Independent Directors shall be required for any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other advisors in connection with the transactions contemplated hereby, any required or permitted consent or action by the Company Board hereunder or any waiver of any of the Company’s rights or Parent’s or Sub’s obligations under this AgreementEffective Time.

Directors. (a) Promptly upon Section 1. Subject to any requirements in the acceptance for payment ofcertificate of incorporation, and payment by Sub for, any shares of Company Common Stock pursuant to the Offer, Sub shall be entitled to designate such number of directors that shall constitute the whole Board of Directors shall be fixed by resolution of the Board of Directors but in no event shall be less than six (6). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his or her successor is elected and qualified. Directors need not be stockholders, but shall not be older than 75 years of age on the Company date of their election or appointment to be eligible to serve as a director unless otherwise specifically approved by resolution passed by the directors then in office or by the sole remaining director. Section 2. Except as otherwise provided in the certificate of incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having a right to vote as a single class may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner removed. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board of Directors (as will give Subconstituted immediately prior to any such increase), subject to compliance with Section 14(fthe Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the Exchange Acttotal voting power of all the outstanding capital stock entitled to vote generally in the election of such directors, representation summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these Bylaws directed or required to be exercised or done by the stockholders. Section 4. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors. Section 7. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the president, any vice-president, the secretary or any two (2) directors on four (4) days’ notice to each director by mail or two (2) days’ notice to each director either personally or by telephone or electronic communication (e.g., electronic mail or similar means of communication). Section 8. Subject to any requirements in the Company certificate of incorporation, at all meetings of the Board equal to at least that of Directors, one-third (1/3) of the authorized number of directors, rounded up to or two (2), whichever is greater, shall constitute a quorum for the next whole number, that equals the product transaction of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Sub or any other subsidiary of Parent bears to (B) the number of such shares outstanding, business and the Company shall, at such time, cause Sub’s designees to be so elected or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (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, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election or appointment, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub’s designees to be elected or appointed to the Company Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be proportionately represented on each committee of the Company Board (other than any committee of the Company Board established to take action under this Agreement) and each board of directors of each subsidiary of the Company designated by Sub. (b) Following the election or appointment of Sub’s designees pursuant to Section 1.03(a) until the Effective Time, the concurrence act of a majority of the Independent Directors directors present at any meeting at which there is a quorum shall be required for the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the certificate of incorporation or by Article III, Section 9 of these Bylaws. If a quorum shall not be present at any amendment meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to this Agreementtime without notice other than announcement at the meeting, until a quorum shall be present. Section 9. Unless otherwise restricted by the certificate of incorporation or these Bylaws, any termination action required or permitted to be taken (i) at any meeting of this Agreement the Board of Directors or of any committee thereof or (ii) by the CompanyClass B Directors (as defined in the certificate of incorporation) may be taken without a meeting if all members of the Board of Directors or committee thereof or all Class B Directors, any extension as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee thereof. Section 10. Unless otherwise restricted by the Company certificate of incorporation or these Bylaws, members of the time for Board of Directors or any committee designated by the performance Board of Directors, may participate in a meeting of the Board of Directors, or any committee thereof, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. Section 11. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the obligations committee. In the absence or disqualification of Sub a member of a committee, the member or Parent under this Agreement (except as expressly permitted hereunder)members thereof present at any meeting and not disqualified from voting, any recommendation whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to stockholders or any modification or withdrawal act at the meeting in the place of any such recommendationabsent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the Bylaws of the corporation, and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Section 13. Unless otherwise restricted by the certificate of incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. Section 14. Unless otherwise provided in the certificate of incorporation or these Bylaws, any retention director or the entire Board of counsel Directors may be removed, with or other advisors in connection with the transactions contemplated herebywithout cause, any required or permitted consent or action by the Company holders of a majority of shares entitled to vote at an election of directors. Section 15. The Board hereunder or any waiver of any Directors shall appoint two (2) observers of the Company’s rights Board of Directors, each of whom shall be an officer or Parent’s employee of the corporation. Such observers shall have the right to (i) receive notice of all meetings of the Board of Directors (other than any meeting or Sub’s obligations portion thereof where employees of the corporation are intentionally excluded), (ii) attend (in the same manner as the members of the Board of Directors whether in person or otherwise) all meetings of the Board of Directors (other than any meeting or portion thereof where employees of the corporation are intentionally excluded) as an observer with no right to vote on any matter at such meeting and (iii) receive copies of all materials provided by the corporation at, or in anticipation of, a meeting of the Board of Directors (but only to the extent such observer is permitted to attend such meeting, or portion of such meeting, under this AgreementSection 15) at the same time and in the same manner that the members of the Board of Directors receive such items. The Board of Directors may remove any such observer, with or without cause at any time, and, following such removal, may appoint (but in no case is required to so appoint), subject to this Section 15, another individual to replace such observer.