Common use of Directors Clause in Contracts

Directors. (a) Promptly upon the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares of Company Common Stock then issued and outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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 purchase by Purchaser acceptance of any Shares for exchange pursuant to the OfferOffer which, and from time to time thereafter as together with the Shares are acquired then beneficially owned by the Purchaser, Parent or their affiliatesrepresent 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, rounded up to the next whole number, of on the Company Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to that number of directors which equals the product of the total number of directors on the Company Board of Directors of the Company (giving effect to the directors elected or appointed designated by the Purchaser pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, the Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or and any of its Subsidiaries) affiliates bears to the total number of shares of Company Common Stock Shares then issued and outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon the Purchaser’s request by Purchaserat any time following the acceptance of any Shares for exchange pursuant to the Offer, solicit the resignations of up take such actions, including but not limited to two (2) directors promptly filling vacancies or newly-created directorships on the Company’s Company Board of Directors, promptly increasing the size of the Company Board of Directors and promptly (including by amending the Company Bylaws if necessary so as to increase the size of the Company Board of Directors Directors) and/or promptly securing the resignations of the Company such number of its incumbent directors as is are necessary or desirable to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; providedelected or designated to the Company Board of Directors, however, that, if and shall use its best efforts to cause the Purchaser’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 Offer, also cause Persons elected or designated by the Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors of the Company, until the Effective Time (as defined in Section 1.7i) the Board of Directors each committee of the Company shall have at least two Board of Directors, (2ii) each board of directors who are directors on (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 hereof extent permitted by applicable law and who are neither officers the Marketplace Rules of the Company nor designees, stockholders, affiliates or associates (within the meaning Nasdaq. Upon consummation of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable lawOffer, the Company shall promptly take all action necessary pursuant to 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 status. 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 in order to fulfill its obligations under thereunder. The Company shall promptly upon execution of this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement Agreement take all actions required pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent 1.3(a), including mailing to shareholders (together with the Schedule 14D-9) the information required by Section 14(f) and Purchaser will supply Rule 14f-1 as is necessary to enable the Purchaser’s designees to be elected or designated to the Company and be solely responsible for any Board of Directors. The Purchaser shall provide the Company with information with respect to itself the Purchaser’s designees and its nominees, the Purchaser’s 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 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 or otherwise.

Directors. (a) Promptly upon the purchase of and payment for shares of Company Common Stock by Purchaser of Shares 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), and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser Merger Sub shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Company’s Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to that number of directors which equals the product of the total number of directors on the Company’s Board of Directors of the Company (giving effect to the directors elected or appointed designated by Merger Sub pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Shares shares of Company Common Stock beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or Merger Sub and any of its Subsidiaries) Affiliates bears to the total number of shares of Company Common Stock then issued and outstanding. If, and at outstanding (such times as, requested by Purchaserdirectors which Merger Sub is entitled to elect pursuant to this sentence, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company“Merger Sub Designees”). The Company shall, upon Merger Sub’s request by Purchaserat any time following the Payment Date, solicit the resignations of up to two (2) directors take such reasonable actions, including promptly filling vacancies or newly created directorships on the Company’s Board of Directors and Directors, promptly increase increasing the size of the Company’s Board of Directors and/or promptly requesting the resignations of the Company such number of its incumbent directors as is are necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees Merger Sub Designees to be so elected; provided, however, that, if Purchaser’s designees are appointed elected or elected designated to the Company’s Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and shall use its best efforts to cause the Merger Sub Designees to be so elected or designated at such persons time. The Company’s obligations under this Section 1.3(a) shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under thereunder. The Company shall promptly upon execution of this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement Agreement take all actions required pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.31.3(a), including mailing to stockholders the 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 Directors (provided that Parent or Merger Sub shall have provided to the Company on a timely basis all required information with respect to such designees). Parent and Purchaser will Merger Sub shall supply the Company with, and be solely responsible for any for, information with respect to itself the Merger Sub Designees and its nominees, Parent’s and Merger Sub’s respective officers, directors and affiliates Affiliates to the extent required by Section 14(f) and Rule 14f-1.

Directors. (a) Promptly upon Effective as of the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by PurchaserAcceptance Date, Parent or their affiliates, Purchaser shall be entitled to designate such to serve on the Company's board of directors (the "Post-Acceptance Board") the number of directors, rounded up to the next whole number, of the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of of: (i) the total number of directors on the Board Company's board of Directors of the Company directors (giving effect to the election of any additional directors elected or appointed pursuant to this sentence Section); and including current directors serving as officers of the Company(ii) multiplied by the percentage that a fraction having a numerator equal to the aggregate number of Shares shares of Company Common Stock then beneficially owned by Parent, Purchaser Parent or any of their affiliates Acquisition Sub (including for purposes all shares of this Section 1.3 such Shares as are Company Common Stock accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears and having a denominator equal to the total number of shares of Company Common Stock then issued and outstanding. If, and at such times as, requested by PurchaserAt Parent's request on or after the Acceptance Date, the Company will shall use its reasonable best efforts to take all actions (including, to the extent necessary, obtaining resignations of incumbent directors and increasing the number of authorized directors) necessary to cause Parent's designees to be elected or appointed to the Company's board of directors. In connection with the designation by Parent of individuals to serve on the Company's board of directors, the Company shall (to the extent requested by Parent) use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board Company's board of Directors directors and (B) the board of the Company and the Board of Directors directors of each Subsidiary of the Company to include persons designated by Purchaser constituting (and each committee thereof) that represents at least the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request individuals designated by Purchaser, solicit the resignations of up to two (2) directors Parent represent on the Company’s Board 's board of Directors and promptly increase directors. Notwithstanding the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms provisions of this Section 1.3 and 1.3, the Company shall cause Purchaser’s designees use its reasonable best efforts to be so elected; provided, however, ensure that, if Purchaser’s designees are appointed or elected at all times prior to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) 2.3), at least two of the Board members of Directors the Company's board of directors are individuals who were directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of this Agreement (the "Continuing Directors"); PROVIDED, HOWEVER, that (1) if at any time prior to the Effective Time there shall be only one Continuing Director serving as a director of the Company nor designeesfor any reason, stockholders, affiliates or associates (within then the meaning Company's board of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, directors shall cause an individual selected by the remaining Independent Continuing Director to be designated to serve on the Company's board of directors (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons individual shall be deemed to be Independent a Continuing Director for all purposes under this Agreement), and (2) if at any time prior to the Effective Time no Continuing Directors then remain, then the Company's board of directors shall designate two individuals to serve on the Company's board of directors who are not officers, employees or affiliates of the Company, Parent or Acquisition Sub (and such individuals shall be deemed to be Continuing Directors for all purposes of under this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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 purchase by Purchaser acquisition of a majority of the outstanding Common Shares pursuant to the Offer, and from time to time thereafter or otherwise, so long as Parent owns a majority of the outstanding Common Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled upon written request to the Company, subject to applicable law, to designate such number of directors, rounded up down to the next nearest whole number, of to the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(fParent (or its affiliates) of the Exchange Act, representation on the such Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Company's Board of Directors of the Company (giving effect to the directors elected or appointed pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate sum of the number of Common Shares beneficially so owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) Parent and Subsidiary bears to the total number of shares of Company such Common Stock then issued and Shares outstanding. If, and the Company shall, at such times astime, requested by Purchaser, the Company will promptly use its reasonable best efforts to cause each committee the designees of Parent to be so 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 regarding the number of directors, or securing the resignation of directors, or both. The date, if any, on which a majority of the Board of Directors consist of the Company and the Board of Directors of each Subsidiary of the Company to include persons directors designated by Purchaser constituting Parent pursuant to this Section 6.12 shall be hereinafter referred to as the same percentage of each such committee and "New Board Date." In the Board of Directors of each Subsidiary of the Company as Purchaser’s event that Parent's designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Company's Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the CompanyDirectors, until the Effective Time (as defined in Section 1.7) Time, the Company's Board of Directors of the Company shall have at least two (2) three directors who are directors on the date hereof and (the "Independent Directors"), provided that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there be only one remaining) shall be entitled to designate persons to fill such vacancies who are neither officers shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Director then remains, the Company nor designees, other directors shall designate three persons to fill such vacancies who shall not be stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, Subsidiary and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject Notwithstanding anything in this Agreement to applicable lawthe contrary, in the event that Parent's designees are elected to the Company's Board of Directors, after the acceptance for payment of Common Shares pursuant to the Offer and prior to the Effective Time, the Company shall promptly take all action necessary pursuant to Section 14(f) affirmative vote of a majority of the Exchange Act and Rule 14f-1 promulgated thereunder in order Independent Directors shall be required to fulfill its obligations under (a) amend or terminate this Section 1.3 and shall include in Agreement by the Schedule 14D-9 mailed to stockholders promptly after the commencement Company, (b) exercise or waive any of the Offer Company's rights, benefits or remedies hereunder, or (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directorsc) such information with respect to extend the Company time for performance of Parent's and its officers and directors as is required under Section 14(f) and Rule 14f-1 in order to fulfill its Subsidiary's respective obligations under this Section 1.3. Parent and Purchaser will supply the Company 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-1hereunder.

Directors. (a) Promptly Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly upon the purchase by Purchaser of Shares pursuant to the OfferOffer of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliatesthereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of to serve on the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, Purchaser representation on the Board of Directors of the Company equal to that number of directors which equals the product of (i) the total number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors elected or appointed pursuant to this sentence section) and including current directors serving as officers of the Company(ii) multiplied by the percentage that the aggregate such number of Shares beneficially owned by Parent, Parent and/or Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant payment) so purchased bears to the Offernumber of Shares outstanding. The Company shall, but excluding Shares held upon request by Purchaser, promptly take all actions necessary to cause Purchaser's designees to be elected or appointed to the Board of Directors of the Company, including without limitation, increasing the size of the Board of Directors of the Company or any securing the resignations of its Subsidiaries) bears to the total such number of shares directors as is necessary to provide Purchaser with such level of Company Common Stock then issued and outstanding. Ifrepresentation, and at such times asor both; PROVIDED, requested by PurchaserHOWEVER, that the Board of Directors of the Company shall continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will use its reasonable best efforts cause persons designated by Purchaser to cause constitute the same percentage as is on the entire Board of Directors of the Company (giving effect to this Section 1.04) to be on (i) each committee of the Board of Directors of the Company and the (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company Company. The Company's obligations to include persons designated by Purchaser constituting the same percentage of each such committee and the appoint designees to its Board of Directors of each Subsidiary shall be subject to compliance with Section 14(f) of the Company as Exchange Act. At the request of Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary actions required pursuant to Section 14(f) of and Rule 14f-1 under the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 1.04 and shall include in the Schedule 14D-9 mailed or otherwise timely mail to stockholders promptly after the commencement of the Offer (or an amendment thereof or an its shareholders all necessary information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3comply therewith. Parent and Purchaser will supply to the Company Company, and be solely responsible for any for, all information with respect to itself themselves and its nominees, their respective officers, directors and affiliates required by such Section 14(f) and Rule 14f-1Rule.

Directors. (a) Promptly Effective upon the purchase by Purchaser satisfaction of Shares the Minimum Condition and the acceptance for payment of any shares of Company Common Stock pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such the number of directors, rounded up to the next whole number, of the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number Company’s board of directors which that equals the product of (i) the total number of directors on the Board Company’s board of Directors of the Company directors (giving effect to the election of any additional directors elected or appointed pursuant to this sentence Section) and including current directors serving as officers of the Company(ii) multiplied by the percentage that a fraction whose numerator is the aggregate number of Shares shares of Company Common Stock the beneficially owned by Parent, Purchaser Parent or any of their affiliates Acquisition Sub (including for purposes shares of this Section 1.3 such Shares as are Company Common Stock accepted for payment pursuant to the Offer), but excluding Shares held by the Company or any of its Subsidiaries) bears to and whose denominator is the total number of shares of Company Common Stock then issued and outstanding. If, and at the Company shall take all action necessary to cause Parent’s designees to be elected or appointed to the Company’s board of directors, including increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such times astime, to the extent requested by PurchaserParent, the Company will also use its reasonable 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 Company’s board of Directors directors and (ii) each board of the Company and the Board of Directors directors of each Subsidiary of the Company to include persons designated by Purchaser constituting (and each committee thereof) that represents the same percentage as individuals designated by Parent represent on the board of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors directors of the Company. The Company shallNotwithstanding the provisions of this Section 1.3, upon request by Purchaser, solicit the resignations parties hereto shall use their respective commercially reasonable efforts to cause at least two of up to two (2) directors on the members of the Company’s Board board of Directors and promptly increase directors, at all times prior to the size of the Board of Directors Effective Time (as hereinafter defined), to be individuals who were directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors and were not officers or employees of the Company in accordance with or any of its Subsidiaries on the terms of this Section 1.3 and shall cause Purchaser’s designees to be so electeddate hereof (the “Continuing Directors”); provided, however, that, that if Purchaser’s designees are appointed or elected at any time prior to the Board Effective Time there shall be in office only one Continuing Director for any reason, the Company’s board of directors shall cause a person who is not an officer or employee of the Company or any of its Subsidiaries designated by the remaining Continuing Director to fill such vacancy (and such person shall be deemed to be a Continuing Director for all purposes of this Agreement), and if at any time prior to the Effective Time no Continuing Directors then remain, the other directors of the Company then in office shall use reasonable efforts to designate two persons to fill such vacancies who are not officers or employees or affiliates of the Company, until the Effective Time its Subsidiaries, Parent or Acquisition Sub or any of their respective affiliates (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Continuing Directors for all purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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 purchase by Purchaser of Shares --------- pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors appointed or elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiariessubsidiaries) bears to the total number of shares of Company Common Stock then issued and outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary subsidiary of the Company as Purchaser’s 's designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s 's designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s 's designees to be so elected; provided, however, -------- ------- that, if Purchaser’s 's designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7hereinafter defined) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “"Independent Directors”"); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 14f- 1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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. Notwithstanding anything in this Agreement to the contrary, during the period after the election of directors designated by Purchaser pursuant to this Section 1.3 but prior to the Effective Time, the Board of Directors of the Company shall delegate to a committee of the Board of Directors of the Company 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 the Company, but excluding a termination pursuant to Section 7.1(c)(ii) hereof, which is not delegated, (ii) the waiver of any of the Company's rights or remedies hereunder, (iii) the extension of the time for performance of Parent's or Purchaser's obligations hereunder, or (iv) the assertion or enforcement of the Company's rights under this Agreement to object to (a) a failure to consummate the Merger for a failure of the condition set forth in Section 6.2 to be satisfied or (b) a termination of this Agreement under Section 7.1(d)(iii).

Directors. (a) Promptly upon after the purchase by Purchaser acceptance for payment of Shares 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, and from time to time thereafter thereafter, as Shares shares of Company Common Stock are acquired accepted for payment by Purchaser, Parent or their affiliatesPurchaser, Purchaser shall be entitled to designate such number of directorsmembers of the Company Board (the “Purchaser Designees”), rounded up to the next nearest whole number, of the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, Purchaser representation on the Company Board of Directors of the Company equal to that number of directors which equals the product of the total number of directors on the Board of Directors members of the Company Board (after giving effect to any increase in the number of the directors elected or appointed pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Shares shares of Company Common Stock beneficially owned by Parent, Parent or Purchaser or any of their affiliates at such time (including for purposes shares of this Section 1.3 such Shares as are Company Common Stock so accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiariespayment) bears to the total number of shares of Company Common Stock then issued and outstanding; provided, however, that in no event shall Purchaser Designees constitute less than a majority of the Company Board. IfIn furtherance thereof, the Company shall, upon the request of, and at as specified by, Purchaser, promptly (and in any event within one (1) Business Day) either increase the size of the Company Board or secure the resignations of such times asnumber of the Company’s incumbent directors, or both, as is necessary to enable Purchaser Designees to be so elected or appointed to the Company Board and the Company shall take all actions available to the Company to cause Purchaser Designees to be so elected or appointed. At such time, if requested by Purchaser, the Company will use its reasonable best efforts shall 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 Company Board of (i) each committee of the Board Company Board, (ii) each board of Directors of the Company and the Board of Directors directors (or similar body) of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage and (iii) each committee (or similar body) of each such committee and board, in each case only to the Board extent permitted by applicable Law or the rules of Directors of each Subsidiary of any stock exchange or trading market on which the Company as Purchaser’s designees are of the Board of Directors of the CompanyCommon Stock is listed and traded. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms provisions of this Section 1.3 are in addition to and shall cause not limit any rights which Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed Parent or elected to the Board any of Directors of the Company, until the Effective Time their affiliates (as such term is defined in Section 1.7) Rule 405 promulgated under the Board Securities Act of Directors of the Company shall have at least two 1933, as amended (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent DirectorsSecurities Act”); provided further, that if less than two ) (2“Affiliates”) Independent Directors remain, the remaining Independent Director (if any) may have as a holder or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers beneficial owner of the shares of Company or designees, shareholders, affiliates or associates Common Stock as a matter of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information Law with respect to the Company and its officers and election of directors as is required under Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3. Parent and Purchaser will supply the Company 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-1or otherwise.

Directors. (a) Promptly upon the purchase of and payment for Shares by Purchaser Parent or any of its subsidiaries which represent at least a majority of the outstanding Shares pursuant to the Offer(on a fully diluted basis), and from time to time thereafter as Shares are acquired by Purchaserthereafter, Parent or their affiliates, the Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of the Board of Directors of on the Company Board as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to that number of directors which equals the product of the total number of directors on the such Board of Directors of the Company (giving effect to the directors elected or appointed designated by Parent pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parentthe Purchaser, Purchaser or Parent and any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares of Company Common Stock Shares then issued and outstanding. If, and at outstanding (such times as, requested by Purchaser, number being the Company will use its reasonable best efforts to cause each committee of the "Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the CompanyPercentage"). The Company shall, upon request by of the Purchaser, solicit cause Purchaser's designees to satisfy the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase Percentage, including without limitation increasing the size of the Company Board and securing resignations of Directors such number of the Company its incumbent directors as is necessary to enable Purchaser’s Parent's designees to be so elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 Board, and shall cause Purchaser’s Parent's designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to . Notwithstanding the Board of Directors of the Companyforegoing, until the Effective Time (as defined in Section 1.7) 1.5 hereof), the Board of Directors Company shall retain as members of the Company shall have Board at least two (2) directors who are directors of the Company on the date hereof (the "Company Designees"); 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. If at any time prior to the Effective Time there are less than two Company Designees on the Company Board, Parent, Purchaser and the Company shall either (i) use their reasonable efforts to appoint successors who are neither officers not affiliated with Parent or the Purchaser or (ii) permit the resigning Company Designee to appoint his or her successors in his or her reasonable discretion. The Company will use its reasonable best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the Company Board of (i) each Committee of the Company nor designeesBoard, stockholders, affiliates or associates (within the meaning ii) each board of the federal securities laws) directors of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers each Subsidiary of the Company or designeesand (iii) each committee of each such board, shareholders, affiliates or associates of Parent, and such persons in each case only to the extent permitted by law. The Company's obligations under this Section 1.3(a) shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3thereunder. Parent and or the Purchaser will supply the Company and be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. Upon receipt of such information from Parent or the Purchaser, the Company shall include in the Schedule 14D-9 (as an annex or otherwise) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company Board.

Directors. (a) Promptly upon the purchase by Purchaser of Shares pursuant to the OfferOffer or otherwise of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliatesthereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, Purchaser representation on the Board of Directors of the Company equal to that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate such number of Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) so purchased bears to the total number of shares of Company Common Stock then issued and Shares outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company or use its best efforts to secure the resignations of such number of directors as is necessary to enable provide Purchaser with such level of representation and shall cause Purchaser’s 's designees to be elected so elected. The Company will also use its best efforts to cause persons designated by Purchaser to constitute the same percentage as is on the entire Board of Directors of the Company to be on (i) each committee of the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the (ii) each Board of Directors and each committee thereof of each Subsidiary of the Company, until the Effective Time (as defined in Section 1.7) the . The Company's obligations to appoint designees to its Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in applicable law. At the Schedule 14D-9 mailed to stockholders promptly after the commencement request of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to Purchaser, the Company and shall take all actions necessary to effect any such election or appointment of Purchaser's designees, including mailing to its officers and directors as is stockholders the information required under by Section 14(f) of the Exchange Act and Rule 14f-1 in order to fulfill its obligations under this Section 1.314f-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 and be solely responsible for any all information with respect to itself themselves and its nominees, their respective officers, directors and affiliates required by such Section 14(f) and Rule 14f-1Rule.

Directors. (a) Promptly upon the purchase by the Purchaser of any Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by the Purchaser, Parent or their affiliates, the Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give the Purchaser, subject to compliance with Section 14(f) of the Exchange ActAct and Rule 14f-1 promulgated thereunder, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors appointed or elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, the Purchaser or any affiliate of their affiliates the Purchaser (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any and excluding Shares beneficially owned by the Purchaser by virtue of its Subsidiariesthe Option Agreement) bears to the total number of shares of Company Common Stock then issued and Shares outstanding. If, and at At such times as, requested by Purchasertimes, the Company will use its reasonable best efforts to also cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons Persons designated by the Purchaser constituting at least the same percentage of each such committee and or board as the Board of Directors of each Subsidiary of the Company as Purchaser’s 's designees are of the Board of Directors of the CompanyDirectors. The Company shall, upon request by the Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors or exercise its best efforts to secure the resignations of the Company such number of incumbent directors as is necessary to enable the Purchaser’s 's designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause the Purchaser’s 's designees to be so elected; provided, however, that, if in the event that the Purchaser’s 's designees are appointed or elected to the Board of Directors of the CompanyDirectors, until the Effective Time (as defined in Section 1.7below) the Board of Directors of the Company shall have at least two (2) directors one director who are directors is a director on the date hereof and who are is neither officers an officer of the Company nor designeesa designee, stockholdersstockholder, affiliates affiliate or associates associate (within the meaning of the federal Federal securities laws) of Parent the Purchaser (one or more of such directors, the “"Independent Directors”"); provided provided, further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, directors shall designate persons one Person to fill one of the vacancies who shall not be either officers an officer of the Company or designeesa designee, shareholdersstockholder, affiliates affiliate or associates associate of Parentthe Purchaser, and such persons Person shall be deemed to be an Independent Directors Director for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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 purchase of and payment --------- for Shares by Purchaser Parent or any of Shares its Subsidiaries (as defined in Section 8.13(j)) pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to that number of directors which equals the product of the total number of directors on the such Board of Directors of the Company (giving effect to the directors elected or appointed designated by Parent pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by ParentMerger Sub, Purchaser or Parent and any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares of Company Common Stock then issued and outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on Merger Sub take any and all actions within the Company’s 's power which are necessary to cause Parent's designees to be appointed to the Board of Directors and promptly increase (including by increasing the size of the Board of Directors of or using its best efforts to cause incumbent directors to resign). At such time, the Company as is necessary shall use its best efforts to enable Purchaser’s designees cause persons designated by Parent to be elected to constitute the same percentage of each committee of the Board of Directors Directors, each board of the Company in accordance with the terms directors of this Section 1.3 each Subsidiary and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to each committee of each such board as such persons represent on the Board of Directors of Directors. Notwithstanding the Companyforegoing, until the Effective Time (as defined in Section 1.7) 1.6 hereof), the Company shall retain as members of its Board of Directors of the Company shall have at least two (2) directors who are directors of the Company on the date hereof and who are neither officers of (the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws"COMPANY DESIGNEES"). The Company's obligations under this Section 1.3(a) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and thereunder. The Company shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement take all actions required pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.31.3(a), including mailing to stockholders the information required to by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company's Board of Directors. Parent and Purchaser or Merger Sub will supply the Company and be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1.

Directors. (a) Promptly upon Upon the purchase by Purchaser of Shares shares of Common Stock pursuant to the consummation of the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, Purchaser representation on the Board of Directors of the Company equal to that number of directors which equals the product of (i) the total number of authorized directors on the Board of Directors of the Company (giving effect to the directors elected or appointed pursuant to this sentence Section 1.4) and including current directors serving as officers of the Company(ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total ----------- number of shares of Company Common Stock then issued and outstanding. Ifpurchased by Merger Sub or Purchaser or any affiliate thereof bears to the aggregate number of shares of Common Stock outstanding (the "Percentage"), and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon the election and ---------- request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors and/or secure the resignations of the Company such number of directors as is necessary to enable Purchaser’s 's designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s 's designees to be so elected; provided. At the request of Purchaser, howeverthe Company will cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Board, that, if Purchaser’s (ii) the board of directors of each Subsidiary (as defined in Section 11.8) of the Company and (iii) the ------------ committees of each such board of directors. The Company's obligations to seek to appoint designees are appointed or elected to the Board of Directors shall be subject to Section 14(f) of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this AgreementExchange Act. Subject to applicable law, the The Company shall promptly take all appropriate action necessary pursuant to effect any such election and shall, subject to the next succeeding sentence, include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if thereunder. Purchaser has not theretofore designated directors) such information with respect will supply to the Company 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 1.3. Parent and Purchaser will supply the Company 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.. Notwithstanding the foregoing, the parties hereto shall use their respective reasonable efforts to ensure that at least three of the members of the Board of Directors shall at all times prior to the Effective Time be Continuing Directors (as defined in Section 1.4(b)). --------------

Directors. (a) Promptly upon the purchase of and payment for any Common Shares by Purchaser Parent, Acquisition Corp. and/or any of Shares their affiliates pursuant to the Offer, Offer and from time to time thereafter as Shares are acquired by Purchaserat all times thereafter, Parent or their affiliates, Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, of the Board of Directors of on the Company Board as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to that number of directors which equals the product of the total number of directors on the such Company Board of Directors of the Company (giving effect to the directors designated or elected or appointed by Parent pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Common Shares beneficially owned by Parent, Purchaser or Acquisition Corp. and/or any of their respective affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares of Company Common Stock Shares then issued and outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon the request by Purchaserof Parent, solicit the resignations use its best efforts to promptly (but in any event within two Business Days after receipt of up to two (2such request) directors take such actions, including filling vacancies or newly created directorships on the Company’s Board Company Board, increasing the size of Directors and promptly the Company Board, including by amending the bylaws of the Company if necessary to so increase the size of the Board Company Board, and/or securing the resignations of Directors such number of the Company its incumbent directors, as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s Parent's designees to be so elected; provided, however, that, if Purchaser’s designees are appointed elected or elected designated to the Company Board, and shall cause Parent's designees to be so elected or appointed at such time. The Company shall, upon the request of Parent, 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 (i) each committee of the CompanyCompany Board, (ii) each board of directors (or similar body) of each Subsidiary (as defined in Section 3.01 hereof) of the Company (each a "Sub Board") and (iii) each committee (or similar body) of each Sub Board, in each case only to the extent permitted by applicable Law and the rules of any stock exchange or quotation system on which the Common Shares are listed. Notwithstanding the foregoing, until the Effective Time (as defined in Section 1.72.02 hereof), neither Parent nor Acquisition Corp. shall remove (other than for cause) the Board of Directors any of the Designated Company shall have at least two Directors (2as defined in Section 1.03(b) directors who are directors on the date hereof and who are neither officers below) or request that any of the Designated Company nor designeesDirectors resign from the Company Board; provided that, stockholderssubsequent to the purchase of and payment for Common Shares pursuant to the Offer, affiliates or associates (within the meaning Parent shall always be entitled to have its designees represent a majority of the federal securities lawsentire Company Board. The Company's obligations under this Section 1.03(a) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and thereunder. The Company shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement take all actions required pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.31.03(a), including mailing to shareholders 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 and Purchaser or Acquisition Corp. will supply the Company and be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.03(a) are in addition to and shall not limit any rights which Acquisition Corp., Parent or any of their affiliates may have as a holder or Beneficial Owner of Common Shares as a matter of Law with respect to the election of directors or otherwise.

Directors. (a) Promptly upon after the purchase by first time at which Purchaser accepts for payment any shares of Shares Seller Common Stock pursuant to the OfferOffer (the “Acceptance Date”), and from time to time thereafter as Shares shares of Seller Common Stock are acquired accepted for payment and the Offer Price is paid by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such number of directorsmembers of the Seller Board (the “Purchaser Designees”), rounded up to the nearest whole number, as will give Purchaser representation on the Seller Board equal to (x) the product of the total number of members of the Seller Board (after giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage that (A) the number of shares of Seller Common Stock beneficially owned by Parent or Purchaser at such time (including shares of Seller Common Stock so accepted for payment) bears to (B) the total number of 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, Seller shall, 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 number 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)), or both, as is necessary to enable the Purchaser Designees to be so elected or appointed to the 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 Board Seller Board, (ii) each board of Directors directors (or similar body) of the Company as will give each Subsidiary of Seller and (iii) each committee (or similar body) of each such board. The provisions of this Section 1.3 are in addition to and shall not limit any rights which Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser Parent or any of their affiliates (including for purposes of this Section 1.3 such Shares Affiliates may have as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company a holder or any of its Subsidiaries) bears to the total number beneficial owner of shares of Company Seller Common Stock then issued and outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee as a matter of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information law with respect to the Company and its officers and election of directors as is required under Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3. Parent and Purchaser will supply the Company 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-1or otherwise.

Directors. (a) Promptly upon the purchase acceptance for payment of, and payment by Purchaser of Buyer for, Common Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaserthereafter, Parent or their affiliates, Purchaser Buyer shall be entitled to designate such number of directors, rounded up to the next whole number, of directors on the Board of Directors of the Company as will give PurchaserBuyer, subject to compliance with Section 14(f) of the Exchange Act, representation on the such Board of Directors of the Company equal to at least that number of directors directors, rounded up to the next whole number, which equals is the product percentage of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected or appointed pursuant to this sentence and including current directors serving as officers of sentence) that (i) the Company) multiplied by the percentage that the aggregate number of Common Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of Buyer and its Subsidiaries) Affiliates bears to (ii) the total number of shares of Company Common Stock then issued and Shares outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaserat such time, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is take all action necessary to enable Purchaser’s cause Buyer's designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so appointed or elected; provided, however, that, if Purchaser’s provided that in the event that Buyer's designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the such Board of Directors of the Company shall have at least two Independent Directors (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”as defined below); and provided furtherfurther that, that in such event, if less than two (2) the number of Independent Directors remainshall be reduced below two for any reason whatsoever, the remaining Independent Director (if any) or shall 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, directors shall designate two persons to fill the such vacancies who shall not be either officers or affiliates of the Company or designeesany of its subsidiaries, shareholders, or officers or affiliates of Buyer or associates any of Parentits 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 law, the Company shall promptly take all action requested by Buyer necessary pursuant to effect any such appointment or election, including mailing to its shareholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (either separately or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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.combined with

Directors. (a) Promptly Effective upon the purchase by Purchaser of Shares pursuant to the Offer, Acceptance Time and from time to time thereafter as Shares are acquired by Purchaserthereafter, Parent or their affiliates, Purchaser shall be entitled to designate such designate, to serve on the Company’s board of directors, the number of directors, rounded up to the next whole number, of the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(fdetermined by multiplying: (i) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of the total number of directors on the Board Company’s board of Directors of the Company directors (giving effect to any increase in the size of the Company’s board of directors elected or appointed effected pursuant to this sentence and including current directors serving as officers of the CompanySection 1.3(a)); by (ii) multiplied by the percentage that a fraction having (x) a numerator equal to the aggregate number of Shares shares of Company Common Stock then beneficially owned by Parent, Purchaser Parent or Acquisition Sub or any other Subsidiaries of their affiliates Parent (including for purposes all shares of this Section 1.3 such Shares as are Company Common Stock accepted for payment tender pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears and (y) a denominator equal to the total number of shares of Company Common Stock then issued and outstanding. If, and at such times as, requested by PurchaserPromptly following a written request from Parent, the Company will use its reasonable best efforts shall take all actions necessary and reasonably available to the Company to cause Parent’s designees (the “Parent Designees”) to be elected or appointed to the Company’s board of directors, including seeking and accepting resignations of incumbent directors and, if such resignations are not obtained, increasing the size of the Company’s board of directors. From and after the Acceptance Time, to the extent requested by Parent, the Company shall also, as permitted by all applicable Legal Requirements (including the rules of the Nasdaq Capital Market), cause the Parent Designees to constitute the number of members, rounded up to the next whole number, on (1) each committee of the Board Company’s board of Directors directors and (2) the board of the Company and the Board of Directors directors of each Subsidiary of the Company to include persons designated by Purchaser constituting (and each committee thereof) that represents at least the same percentage as individuals designated by Parent represent on the board of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors directors of the Company. The In furtherance of the foregoing, Parent shall designate an adequate number of Parent Designees so that the audit committee of the Company shallhas at least three (3) members, upon request and each of the Parent Designees serving on such audit committee shall be an “independent director” as defined by Purchaser, solicit Rule 5605(a)(2) of the resignations of up Nasdaq Marketplace Rules and eligible to two (2) directors serve on the Company’s Board audit committee under the Exchange Act and Nasdaq Marketplace Rules, and at least one (1) of Directors whom shall be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K and promptly increase the size of instructions thereto. Notwithstanding the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms provisions of this Section 1.3 and shall cause Purchaser’s designees 1.3, at all times prior to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have 2.3), at least two (2) of the members of the Company’s board of directors shall be individuals who are were directors of the Company on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates this Agreement (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Continuing Directors”); provided furtherprovided, however, that if less than two (2) Independent Directors remain, at any time prior to the remaining Independent Effective Time there shall be only one Continuing Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers serving as a director of the Company or designeesfor any reason, shareholdersthen the Company’s board of directors shall, affiliates or associates subject to the following sentence, cause an individual selected by the remaining Continuing Director to be appointed to serve on the Company’s board of Parent, directors (and such persons individual shall be deemed to be Independent Directors a Continuing Director for all purposes of under this Agreement). Subject The Company shall designate, prior to applicable lawthe Acceptance Time, two (2) alternate Continuing Directors that the board of directors of the Company shall promptly take all action necessary pursuant to Section 14(f) appoint in the event of death, disability or resignation of the Exchange Act and Rule 14f-1 promulgated thereunder in order Continuing Directors, each of whom shall, following such appointment to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed Company’s board of directors, be deemed to stockholders promptly after the commencement be a Continuing Director of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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-1Company.

Directors. (a) Promptly upon the purchase acceptance for payment by Purchaser Merger Sub for shares of Shares Company Common Stock purchased pursuant to the Offer, and from time to time thereafter as Shares shares of Company Common Stock are acquired by PurchaserMerger Sub, Parent or their affiliates, Purchaser Merger Sub shall be entitled to designate such number of directors, rounded up to the next whole number, of the Board of Directors of the Company as will give Purchaserentitled, subject to compliance with Section 14(f) of the Exchange Act, to 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 of Directors of the Company equal to that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors appointed or elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Shares shares of Company Common Stock beneficially owned by Parent, Purchaser Merger Sub or any affiliate of their affiliates Merger Sub (including for purposes of this Section 1.3 1.03 such Shares shares of Company Common Stock as are accepted for payment pursuant to the Offer, but excluding Shares shares of Company Common Stock held by the Company or any of its Subsidiariesaffiliates) bears to the total number of shares of Company Common Stock then issued and outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s that in the event that Merger Sub's designees are appointed or elected to the Board of Directors of the CompanyBoard, until the Effective Time (as defined in Section 1.72.02) the Board of Directors of the Company shall have at least two (2) directors one director who are directors is a director on the date hereof of this Agreement and who are neither officers is not an executive officer of the Company nor designees(the "Independent Director") . At such times, stockholders, affiliates or associates the Company will also cause (within the meaning i) each committee of the federal securities lawsBoard, (ii) if requested by Merger Sub, the board of Parent directors of each of the Company's subsidiaries and (one or more iii) if requested by Merger Sub, each committee of such directorssubsidiaries' 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, upon request by Merger Sub, promptly increase the “Independent Directors”); provided furthersize 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, that if less than two (2) Independent Directors remainand by approving the execution and delivery of this Agreement by the Company, hereby does approve the remaining Independent Director (if any) or if no Independent Directors remaintaking of action by stockholders of the Company, by written consent, to amend the other directors, shall designate persons to fill the vacancies who shall not be either officers By-Laws of the Company as may be necessary or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed desirable to be Independent Directors for purposes effect the provisions of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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-11.03.

Directors. (a) Promptly Effective upon the purchase by Purchaser acceptance for payment of any Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such the number of directors, rounded up to the next whole number, of the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of (i) the total number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors elected or appointed pursuant to this sentence Section 1.03) and including current directors serving as officers of the Company(ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser or any of their affiliates Parent and its Affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiariespayment) bears to the total number of shares of Company Common Stock then issued and Shares outstanding. If, and at such times as, requested by Purchaser, the Company will shall use its reasonable best efforts to take all action necessary to cause Parent’s designees to be elected or appointed to the Board of Directors, including increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall, upon Parent’s request, also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors and (B) each board of directors of each Subsidiary of the Company (and each committee thereof) that, in each case, represents the same percentage as such individuals represent on the Board of Directors. Notwithstanding the foregoing and subject to Section 1.03(b) below, following the election or appointment of Parent’s designees pursuant to this Section 1.03(a) and until the Effective Time, the Board of Directors shall at all times include, and the Company, Parent and Merger Subsidiary shall cause the Board of Directors to at all times include, at least two Continuing Directors and each committee of the Board of Directors and the board of directors of each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Subsidiary shall cause each committee of the Board of Directors of the Company and the Board board of Directors directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are at all times include, at least one Continuing Director. A “Continuing Director” shall mean a person who is a member of the Board of Directors as of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof or a person selected by the Continuing Directors then in office. If the number of Continuing Directors is reduced to below two prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill such vacancy who is not an officer, director, stockholder or designee of Parent or any of its Affiliates and who are neither officers shall be deemed to be a Continuing Director for all purposes of the Company nor designeesthis Agreement, stockholdersor, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Continuing Directors then remain, the other directors, directors shall designate two persons to fill the such vacancies who shall are not be either officers officers, directors, stockholders or designees of the Company Parent or designees, shareholders, affiliates or associates any of Parentits Affiliates, and such persons shall be deemed to be Independent Continuing Directors for all purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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 purchase acceptance for payment of, and payment for, any Shares by Purchaser of Shares Merger Sub pursuant to the OfferOffer and, and from time to time thereafter as Shares are acquired by Purchaserthereafter, Parent or their affiliates, Purchaser Merger Sub shall be entitled to designate such number of directors, rounded up to the next whole number, of directors on the Board of Directors of the Company as will give PurchaserMerger Sub, subject to compliance with Section 14(f) of the Exchange ActAct and subject to the final sentence of this Section 1.3, representation on the Board of Directors of the Company equal to at least that number of directors which equals (rounded up to the next whole number) equal to the product of (i) the total number of directors on the Board of Directors of the Company and (giving effect to the directors elected or appointed pursuant to this sentence and including current directors serving as officers of the Companyii) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) Merger Sub bears to the total number of shares of Company Common Stock then issued and Shares outstanding. If, and the Company shall, at such times astime, requested by Purchaser, the Company will use its reasonable best efforts cause Merger Sub's designees to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company be so elected or appointed to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Subject to applicable law, the Company shallshall take all action requested by Purchaser necessary to effect any such election, upon request including mailing to its stockholders the information statement (as amended from time to time, the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company 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 in writing all information required to be included in the Information Statement with respect to Merger Sub's designees). In connection with the foregoing, the Company will promptly, at the option of Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly either increase the size of the Company's Board of Directors and/or use its commercially reasonable efforts to obtain the resignation of the Company such number of its current directors as is necessary to enable Purchaser’s Merger Sub's designees to be elected or appointed to the Company's Board of Directors as provided above. In addition, subject to applicable law, at such time as Merger Sub shall be entitled to designate a number of directors as provided by this Section 1.3, at the request of Purchaser, the Company will use its best efforts to cause individuals designated by Merger Sub to constitute the same percentage as such individuals represent on the Board of Directors of the Company in accordance with the terms (x)__each committee of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors Directors, (y)__each board of directors of each Subsidiary (as defined below) of the CompanyCompany and (z)__each committee of each such board. Notwithstanding the foregoing, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company 2.3 hereof), there shall have be at least two (2) directors who are directors on the date hereof and who are neither not designees nor officers, directors, employees or affiliates of Purchaser or Merger Sub nor officers or employees of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more "Independent Directors"), provided that if the number of such directorsIndependent Directors shall be reduced below two for any reason, the “Independent Directors”); provided furtherBoard of Directors shall, that if less than two (2) Independent Directors remain, subject to the approval of the remaining Independent Director Directors (or Independent Director, if there be only one remaining), if any) , designate a person or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancy or vacancies who shall are not be either designees nor officers, directors, employees or affiliates of Purchaser or Merger Sub nor officers or employees of the Company or designees, shareholders, affiliates or associates of ParentCompany, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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 purchase by Purchaser Parent of Common Shares pursuant to the Offer, Offer (and from time to time thereafter as Shares are acquired by Purchaserprovided that the Minimum Condition has been satisfied), Parent or their affiliates, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give PurchaserParent, subject to compliance with Section 14(f) of the Securities Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors appointed or elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser Parent or any affiliate of their affiliates Parent (including for purposes of this Section SECTION 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its SubsidiariesCompany) bears to the total number of shares of Company Common Stock then issued and Shares outstanding. IfFor this purpose, each Common Share shall be counted as one Share, and at each Preferred Share shall be counted as the number of Common Shares into which such times asPreferred Share is convertible. At such time, if requested by PurchaserParent, the Company will use its reasonable best efforts to also cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser Parent constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s Parent's designees are of the Board of Directors of the Company. The Company shall, upon request by PurchaserParent, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company or exercise reasonable best efforts to secure the resignations of such number of directors as is necessary to enable Purchaser’s Parent's designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section SECTION 1.3 and shall to cause Purchaser’s Parent's designees so to be so elected; providedPROVIDED, howeverHOWEVER, that, if Purchaser’s in the event that Parent's designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7hereinafter defined) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are each of whom is neither officers an officer of the Company nor designeesa designee, stockholdersshareholder, affiliates affiliate or associates associate (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”"INDEPENDENT DIRECTORS"); provided furtherPROVIDED, FURTHER, that if less than two (2) Independent Directors remain, the remaining each Independent Director shall be designated by the Company, unless (if anyi) or if no Independent Directors remainthe Company is then required to comply with Section VIII.2(j) of the Preferred Stock Purchase Agreement dated as of February 2, 1998 between the other directors, shall designate persons to fill Company and the vacancies who shall not be either officers holders on the date of this Agreement of the Company or designeesPreferred Stock (the "CURRENT PREFERRED HOLDERS") (which section permits Advance Capital Offshore Partners, shareholdersL.P. ("ADVANCE") to designate one director (the "ADVANCE DIRECTOR") so long as Advance owns any Preferred Shares and at least 20% of the Preferred Shares remain outstanding), affiliates or associates of Parent, and such persons in which case one Independent Director shall be deemed to an Advance Director and the other Independent Director shall be Independent Directors for purposes of this Agreement. Subject to applicable lawdesignated by the Company, or (ii) the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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-1.5

Directors. (a) Promptly upon the purchase by Purchaser of Shares pursuant to the OfferOffer or otherwise of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliatesthereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, Purchaser representation on the Board of Directors of the Company equal to that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate such number of Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) so purchased bears to the total number of shares of Company Common Stock then issued and Shares outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company or use its best efforts to secure the resignations of such number of directors as is necessary to enable Purchaser’s designees to be elected to the Board provide Purchaser with such level of Directors of the Company in accordance with the terms of this Section 1.3 representation and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed . The Company will also use its best efforts to cause Persons designated by Purchaser to constitute (subject to any limitations imposed by applicable law or elected to NASD (as defined below) rule) the same percentage as is on the entire Board of Directors of the Company, until the Effective Time Company to be on (as defined in Section 1.7i) each committee of the Board of Directors of the Company shall have at least two and (2ii) directors who are directors on the date hereof each Board of Directors and who are neither officers each committee thereof of each subsidiary of the Company nor designees, stockholders, affiliates or associates (within the meaning Company. The Company’s obligations to appoint designees to its Board of Directors shall be subject to Section 14(f) of the federal securities laws) Exchange Act. At the request of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable lawPurchaser, the Company shall promptly take all action actions necessary pursuant 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-1 14f-l promulgated thereunder in order to fulfill its obligations under this Section 1.3 and which, unless Purchaser otherwise elects, shall include in be so mailed together with the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.314D-9. Parent and Purchaser will supply to the Company and be solely responsible for any all information with respect to itself themselves and its nominees, their respective officers, directors and affiliates required by such Section 14(f) and Rule 14f-1Rule.

Directors. (a) Promptly upon the purchase by Purchaser of such number --------- of Shares pursuant to and Preferred Shares as represents at least a majority of the Offer, outstanding Shares (on a fully diluted basis) and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliatesthereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of (a) the total number of directors on the Board of Directors of the Company (after - giving effect to the directors elected or appointed pursuant to this sentence appointment of such directors) and including current directors serving as officers of the Company(b) multiplied by the percentage that the aggregate - such number of Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) so purchased bears to the total number of shares of Company Common Stock then issued and Shares outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two promptly (2i) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company to the extent permitted by its Restated Certificate of Incorporation and By-Laws (and amend the Restated Certificate of Incorporation and By-Laws, if so required, to increase the size of the Board of Directors to allow for such additional directors); and/or (ii) take all steps necessary and appropriate to secure the resignations of such number of directors as is necessary to enable Purchaser’s 's designees to be elected to the Board of Directors of the Company (and shall hold a Board meeting for such purpose) (provided, however, that the Company shall not have fewer than 3 Continuing --------- ------- Directors (as such term is defined in accordance with the terms Restated Certificate of this Section 1.3 Incorporation) of whom at least two are Independent Directors (as such term is defined in the Standstill Agreement)); and (iii) shall cause Purchaser’s 's designees to be so elected; provided. At any time after the execution hereof, however, that, if at the request of Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take take, at its expense, all action necessary pursuant to effect any such election, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order form and substance reasonably satisfactory to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3counsel. Parent Sub and Purchaser will shall supply the Company and be solely responsible for any information included in the filings with the Commission with respect to itself themselves and its their nominees, officers, directors and affiliates required by said Section 14(f) and Rule 14f-1. Notwithstanding anything in this Agreement to the contrary, prior to the Effective Time, in addition to any other approval of the directors required by applicable law or the Restated Certificate of Incorporation or By-Laws of the Company, the affirmative vote of a majority of the Continuing Directors shall be required (i) to amend or terminate this Agreement by the Company, (ii) to waive any of the Company's rights or to exercise any of its remedies hereunder, (iii) to extend the time for performance of Purchaser's obligations hereunder or (iv) to take any other action by the Company in connection with this Agreement required to be taken by the Board of Directors of the Company, whether or not such Continuing Directors constitute a quorum.

Directors. (a) Promptly upon the purchase by Purchaser of Shares pursuant to the OfferOffer of such number of Shares as shall satisfy the Minimum Condition, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliatesthereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of the Board of Directors of on the Company Board as will shall give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, Purchaser representation on the Company Board of Directors of the Company equal to that number of directors which equals the product of (i) the total number of directors on the Company Board of Directors of the Company (after giving effect to any increase in the number of directors elected or appointed pursuant to this sentence Section 1.3) and including current directors serving as officers of the Company(ii) multiplied by the percentage that the aggregate such number of Shares beneficially owned by Parent, Purchaser or any of their affiliates so purchased (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to and the Offer, but excluding Shares held by the Company or any of its Subsidiariespurchased Top-Up Shares) bears to the total number of shares of Company Common Stock then issued and Shares outstanding. If, and at such times asthe Company shall, requested upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Purchaser’s designees to be so elected or appointed; provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company Board (as long as Parent and its Affiliates Beneficially Own a majority of the Shares of the Company). The Company will use its reasonable best efforts to cause each committee of the Company Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting at least the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the CompanyCompany Board. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of obligations to appoint designees to the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and thereunder. At the request of Purchaser, the Company shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement take all actions required pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 necessary to effect any such election or appointment of Purchaser’s designees in order to fulfill its obligations under accordance with this Section 1.31.3(a), 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 shall supply to the Company and be solely responsible for any all information with respect to itself themselves and its nominees, their respective officers, directors and affiliates Affiliates required by such Section 14(f) and Rule 14f-1.

Directors. (a) Promptly upon As soon as practicable after the purchase by Purchaser of Shares Merger Sub pursuant to the Offer, and from time to time thereafter as Shares are acquired Offer of such number of shares of Common Stock (together with any shares of Common Stock then owned by Purchaser, Parent or their affiliatesany of its subsidiaries (as defined in Section 9.3)) as represents a majority of the outstanding shares of Common Stock (on a fully diluted basis), Purchaser (i) Parent shall be entitled to designate such number of directorsdirectors ("Parent's Designees"), rounded up to the next whole number, of the Board of Directors of the Company as number that will give PurchaserParent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals at least the product of (x) the total number of directors on the Board of Directors of the Company (giving effect to any increase in the number of directors elected or appointed pursuant to this sentence Section 1.4) and including current directors serving as officers of the Company(y) multiplied by the percentage that such number of shares of Common Stock so purchased in the Offer (together with any shares of Common Stock then owned by Parent or any of its subsidiaries) bears to the aggregate number of Shares beneficially owned by shares of Common Stock outstanding on the date of purchase (such number being, the "Board Percentage"), and (ii) Company shall use its reasonable best efforts to cause Parent's Designees to be appointed to the Board of Directors of Company (including using reasonable best efforts to cause relevant directors to resign and/or increasing the size of the Board of Directors of Company (subject to the limitations set forth in the certificate of incorporation and bylaws of Company)). At the request of Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares of Company Common Stock then issued and outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause Parent's Designees to constitute the Board Percentage of each committee of the Board of Directors of the Company and the Company, each Board of Directors of each Subsidiary subsidiary of the Company to include persons designated by Purchaser constituting the same percentage and each committee of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Directors. Company. The Company shall, upon request by Purchaser, solicit the resignations of up 's obligations to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of appoint such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons 's Designees shall be deemed subject in all instances to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include include, provided that all required information regarding Parent's Designees is provided to Company in advance in a timely manner by Parent, (i) mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder or (ii) including such information in the Schedule 14D-9 mailed to stockholders promptly after filed with the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect SEC and distributed to the stockholders of Company. Merger Sub will supply to Company in writing 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 1.3. Parent and Purchaser Merger Sub will supply the Company and be solely responsible for any information with respect to itself and its either of them, their nominees, officers, directors and affiliates required by Section 14(f) of the Exchange Act and Rule 14f-114f-1 promulgated thereunder to be included in the Schedule 14D-9. Notwithstanding the foregoing, at all times prior to the Effective Time, the parties to this Agreement shall use their respective reasonable best efforts to ensure that Company's Board of Directors shall include at least two Continuing Directors (as defined in Section 1.4(b)). The provisions of this Section 1.4(a) are in addition to, and shall not limit, any rights that Parent, Merger Sub or any of their respective affiliates may have as record or beneficial owners of Common Stock as a matter of Applicable Law with respect to the election of directors of Company or otherwise.

Directors. (a) Promptly upon the purchase by the Purchaser --------- of any Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by the Purchaser, Parent or their affiliatesso long as the Purchaser shall not have waived the Minimum Condition, the Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give the Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors appointed or elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, the Purchaser or any affiliate of their affiliates the Purchaser (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares of Company Common Stock then issued and Shares outstanding. If, and at At such times as, requested by Purchasertimes, the Company will use its reasonable best efforts to also cause (i) each committee of the Board of Directors Directors, (ii) if requested by the Purchaser, the board of directors of each of the Company Company's Subsidiaries and (iii) if requested by the Board Purchaser, each committee of Directors of each Subsidiary of the Company such board to include persons designated by the Purchaser constituting the same percentage of each such committee and or board as the Board of Directors of each Subsidiary of the Company as Purchaser’s 's designees are of the Board of Directors of the CompanyDirectors. The Company shall, upon request by the Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors or exercise its best efforts to secure the resignations of the Company such number of directors as is necessary to enable the Purchaser’s 's designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause the Purchaser’s 's designees to be so elected; provided, however, that, if in the event that the Purchaser’s 's designees -------- ------- are appointed or elected to the Board of Directors of the CompanyDirectors, until the Effective Time (as defined in Section 1.72.2 hereof) the Board of Directors of the Company shall have at least two (2) directors one director who are directors is a director on the date hereof and who are is neither officers an officer of the Company nor designeesa designee, stockholdersshareholder, affiliates affiliate or associates associate (within the meaning of the federal Federal securities laws) of Parent the Purchaser (one or more of such directors, the “"Independent Directors”"); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no --------------------- -------- ------- Independent Directors remain, the other directors, directors shall designate persons one person to fill one of the vacancies who shall not be either officers an officer of the Company or designeesa designee, shareholdersshareholder, affiliates affiliate or associates associate of the Purchaser or the Parent, and such persons person shall be deemed to be an Independent Directors Director for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders shareholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if the Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. The Parent and the Purchaser will supply the Company 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. Notwithstanding anything in this Agreement to the contrary, prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required to (i) amend or terminate this Agreement by the Company, (ii) exercise or waive any of the Company's rights or remedies hereunder, or (iii) extend the time for performance of the Purchaser's obligations hereunder.

Directors. (a) Promptly upon the purchase by after Purchaser of accepts for payment and pays for any Shares tendered and not withdrawn pursuant to the OfferOffer (the “Appointment Time”), and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliatesat all times thereafter, Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, of on the Company Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to that number of directors which equals the product of the total number of directors on the Company Board of Directors of the Company (giving effect to the directors elected or appointed designated by Purchaser pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or and any of its Subsidiaries) affiliates bears to the total number of shares of Company Common Stock Shares then issued and outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon Purchaser’s request by Purchaserat any time following the purchase of and payment for Shares pursuant to the Offer, solicit the resignations of up take such actions, including but not limited to two (2) directors promptly filling vacancies or newly created directorships on the Company’s Company Board of Directors, promptly increasing the size of the Company Board of Directors and promptly (including by amending the Bylaws of the Company if necessary so as to increase the size of the Company Board of Directors Directors) and/or promptly securing the resignations of the Company such number of its incumbent directors as is are necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Company Board of Directors of the Company in accordance with the terms of this Section 1.3 Directors, and shall use its best efforts to cause Purchaser’s designees to be so elected; providedelected or designated at such time. The Company shall, however, that, if upon Purchaser’s designees are appointed request following the Appointment Time, also cause Persons elected or elected designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors of the Company, until the Effective Time (as defined in Section 1.7i) the Board of Directors each committee of the Company shall have at least two Board of Directors, (2ii) each board of directors who are directors on (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the date hereof extent permitted by applicable law and who are neither officers the Marketplace Rules of the Company nor designees, stockholders, affiliates or associates Nasdaq Global Market (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent DirectorsNasdaq”); provided further, that if less than two (2) Independent Directors remain, . Promptly after the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable lawAppointment Time, the Company shall promptly take all action necessary pursuant to 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 status. 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 in order to fulfill its obligations under thereunder. The Company shall promptly upon execution of this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement Agreement take all actions required pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.31.3(a), including 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 Purchaser’s designees to be elected or designated to the Company Board of Directors. Parent and Purchaser will shall supply the Company and be solely responsible for any with information with respect to itself Purchaser’s designees and its nominees, Parent’s and Purchaser’s respective 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 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 the election of directors or otherwise.

Directors. (a) Promptly upon Provided that the purchase by Minimum Condition is satisfied, promptly after Purchaser of accepts for payment and pays for any Shares tendered and not withdrawn pursuant to the OfferOffer (the “Appointment Time”), and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliatesat all times thereafter, Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, of on the Company Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to that number of directors which equals the product of the total number of directors on the Company Board of Directors of the Company (giving effect to the directors elected or appointed designated by Purchaser pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Parent and Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares 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 Common Stock then issued and outstandingBoard of Directors at all times following the Appointment Time. If, and Upon Purchaser’s request at such times as, requested by Purchaserany time following the Appointment Time, the Company will use its reasonable best efforts shall take such actions, including but not limited to cause each committee filling vacancies or newly created directorships on the Company Board of Directors, increasing the size of the Company Board of Directors of (including by amending the Company and the Board of Directors of each Subsidiary of the Company Bylaws if necessary so as to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Company Board of Directors Directors) and/or requesting and accepting the resignations of the Company such number of its incumbent directors, as is reasonably necessary to enable Purchaser’s designees to be so elected or designated to the Company Board of Directors of the Company in accordance with the terms of this Section 1.3 Directors, and shall cause Purchaser’s designees to be so elected; providedelected or designated at such time. The Company shall, however, that, if upon Purchaser’s designees are appointed request following the Appointment Time, also cause Persons elected or elected designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of Directors of the Company, until the Effective Time (as defined in Section 1.7i) the Board of Directors each committee of the Company shall have at least two Board of Directors, (2ii) each board of directors who are directors on (or similar body) of each Company Subsidiary, and (iii) each committee (or similar body) of each such board, in each case to the date hereof extent permitted by applicable Law and who are neither officers the rules of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities lawsNYSE. The Company’s obligations under this Section 1.3(a) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under thereunder. The Company shall promptly upon execution of this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement Agreement take all actions required pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.31.3(a), including mailing to stockholders (together with the Schedule 14D-9, unless otherwise requested by Parent) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board of Directors. Parent and Purchaser will shall supply the Company with, and solely be solely responsible for any for, information with respect to itself Purchaser’s designees and its nominees, Parent’s and Purchaser’s respective 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 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 the election of directors or otherwise.

Directors. (a) Promptly Effective upon the purchase by Purchaser of Shares pursuant to the Offer, Acceptance Time and from time to time thereafter as Shares are acquired by Purchaserthereafter, Parent or their affiliates, Purchaser shall be entitled to designate such designate, to serve on the Company’s board of directors, the number of directors, rounded up to the next whole number, of the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(fdetermined by multiplying: (i) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of the total number of directors on the Board Company’s board of Directors of the Company directors (giving effect to any increase in the size of the Company’s board of directors elected or appointed effected pursuant to this sentence and including current directors serving as officers of the CompanySection 1.3(a)); by (ii) multiplied by the percentage that a fraction having (x) a numerator equal to the aggregate number of Shares shares of Company Common Stock then beneficially owned by Parent, Purchaser Parent or Acquisition Sub or any other Subsidiaries of their affiliates Parent (including for purposes all shares of this Section 1.3 such Shares as are Company Common Stock accepted for payment exchange pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears and (y) a denominator equal to the total number of shares of Company Common Stock then issued and outstanding. If, and at such times as, requested by PurchaserPromptly following a written request from Parent, the Company will use its reasonable best efforts shall take all actions necessary and reasonably available to the Company to cause Parent’s designees (the “Parent Designees”) to be elected or appointed to the Company’s board of directors, including seeking and accepting resignations of incumbent directors and, if such resignations are not obtained, increasing the size of the Company’s board of directors. From and after the Acceptance Time, to the extent requested by Parent, the Company shall also, as permitted by all applicable Legal Requirements (including the rules of the Nasdaq Capital Market), cause the Parent Designees to constitute the number of members, rounded up to the next whole number, on (1) each committee of the Board Company’s board of Directors directors and (2) the board of the Company and the Board of Directors directors of each Subsidiary of the Company to include persons designated by Purchaser constituting (and each committee thereof) that represents at least the same percentage as individuals designated by Parent represent on the board of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors directors of the Company. The In furtherance of the foregoing, Parent shall designate an adequate number of Parent Designees so that the audit committee of the Company shallhas at least three (3) members, upon request and each of the Parent Designees serving on such audit committee shall be an “independent director” as defined by Purchaser, solicit Rule 5605(a)(2) of the resignations of up Nasdaq Marketplace Rules and eligible to two (2) directors serve on the Company’s Board audit committee under the Exchange Act and Nasdaq Marketplace Rules, and at least one (1) of Directors whom shall be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K and promptly increase the size of instructions thereto. Notwithstanding the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms provisions of this Section 1.3 and shall cause Purchaser’s designees 1.3, at all times prior to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have 2.3), at least two (2) of the members of the Company’s board of directors shall be individuals who are were directors of the Company on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates this Agreement (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Continuing Directors”); provided furtherprovided, however, that if less than two (2) Independent Directors remain, at any time prior to the remaining Independent Effective Time there shall be only one Continuing Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers serving as a director of the Company or designeesfor any reason, shareholdersthen the Company’s board of directors shall, affiliates or associates subject to the following sentence, cause an individual selected by the remaining Continuing Director to be appointed to serve on the Company’s board of Parent, directors (and such persons individual shall be deemed to be Independent Directors a Continuing Director for all purposes of under this Agreement). Subject The Company shall designate, prior to applicable lawthe Acceptance Time, two (2) alternate Continuing Directors that the board of directors of the Company shall promptly take all action necessary pursuant to Section 14(f) appoint in the event of death, disability or resignation of the Exchange Act and Rule 14f-1 promulgated thereunder in order Continuing Directors, each of whom shall, following such appointment to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed Company’s board of directors, be deemed to stockholders promptly after the commencement be a Continuing Director of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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-1Company.

Directors. (a) Promptly upon the purchase by after Purchaser of accepts for payment and pays for any Shares tendered and not withdrawn pursuant to the OfferOffer (the “Appointment Time”), and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliatesat all times thereafter, Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, of on the Company Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to that number of directors which equals the product of the total number of directors on the Company Board of Directors of the Company (giving effect to the directors elected or appointed designated by Purchaser pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or and any of its Subsidiaries) affiliates bears to the total number of shares of Company Common Stock Shares then issued and outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon Purchaser’s request by Purchaserat any time following the purchase of and payment for Shares pursuant to the Offer, solicit the resignations of up take such actions, including but not limited to two (2) directors promptly filling vacancies or newly created directorships on the Company’s Company Board of Directors, promptly increasing the size of the Company Board of Directors and promptly (including by amending the Bylaws of the Company if necessary so as to increase the size of the Company Board of Directors Directors) and/or promptly securing the resignations of the Company such number of its incumbent directors as is are necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Company Board of Directors of the Company in accordance with the terms of this Section 1.3 Directors, and shall use its best efforts to cause Purchaser’s designees to be so elected; providedelected or designated at such time. The Company shall, however, that, if upon Purchaser’s designees are appointed request following the Appointment Time, also cause Persons elected or elected designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of Directors of each committee of the Company, until the Effective Time (as defined in Section 1.7) the Company Board of Directors to the extent permitted by applicable law and the Marketplace Rules of the Company shall have at least two Nasdaq Global Market (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent DirectorsNasdaq”); provided further, that if less than two (2) Independent Directors remain, . Promptly after the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable lawAppointment Time, the Company shall promptly take all action necessary pursuant to 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 status. 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 in order to fulfill its obligations under thereunder. The Company shall promptly upon execution of this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement Agreement take all actions required pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.31.3(a), including 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 Purchaser’s designees to be elected or designated to the Company Board of Directors. Parent and Purchaser will shall supply the Company and be solely responsible for any with information with respect to itself Purchaser’s designees and its nominees, Parent’s and Purchaser’s respective 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 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 the election of directors or otherwise.

Directors. (a) Promptly upon the purchase by Purchaser Merger Sub of any Shares pursuant to the Offer, Offer (and from time to time thereafter as Shares are acquired by Purchaserassuming that the Minimum Condition has been satisfied), Parent or their affiliates, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give PurchaserMerger Sub, subject to compliance with Section 14(f) of the Securities Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors appointed or elected or appointed pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser Parent or any affiliate of their affiliates Parent (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its SubsidiariesCompany) bears to the total number of shares of Company Common Stock then issued and Shares outstanding. IfAt such times, and at such times as, if requested by PurchaserParent, the Company will use its reasonable best efforts to shall also cause each committee of the Board of Directors of the Company and the Board of Directors of each Company Subsidiary of the Company (as hereinafter defined) to include persons designated by Purchaser Parent constituting the same percentage of each such committee and the Board of Directors of each Company Subsidiary of the Company as Purchaser’s Parent's designees are of the Board of Directors of the Company. The Company shall, upon request by PurchaserParent, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company and of the Company Subsidiaries as is necessary to enable Purchaser’s Parent's designees to be elected to the Board of Directors of the Company and of the Company Subsidiaries in accordance with the terms of this Section 1.3 and shall cause Purchaser’s Parent's designees to be so elected; provided, however, that, if Purchaser’s subject to the following proviso, in the event that Parent's designees are appointed or elected to the Board of Directors of the CompanyCompany and of the Company Subsidiaries, until the Effective Time (as defined in Section 1.7hereinafter defined) the Board of Directors of the Company shall have at least two (2) directors one director who are directors is a director on the date hereof and who are is neither officers an officer of the Company nor designeesa designee, stockholdersstockholder, affiliates affiliate or associates associate (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “"Independent Directors”"); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, directors shall designate persons one person to fill one of the vacancies who shall not be either officers an officer of the Company or designeesa designee, shareholdersshareholder, affiliates affiliate or associates associate of Parent, and such persons person shall be deemed to be an Independent Directors Director for purposes of this Agreement. Subject to applicable lawLaw, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Securities Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser Parent has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will shall supply the Company 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. Notwithstanding anything in this Agreement to the contrary, following the time directors designated by Parent constitute a majority of the Board of Directors of the Company and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required to (i) amend or terminate this Agreement on behalf of the Company, (ii) exercise or waive any of the Company's rights or remedies hereunder, (iii) extend the time for performance of Parent's obligations hereunder or (iv) take any other action by the Company in connection with this Agreement required to be taken by the Board of Directors of the Company.

Directors. (a) Promptly Effective upon the purchase by Purchaser acceptance for payment of Shares any shares of Company Common Stock pursuant to the OfferOffer (such date of acceptance, and from time to time thereafter as Shares are acquired by Purchaserthe “Share Acceptance Date”), Parent or their affiliates, Purchaser shall be entitled to designate such the number of directors, rounded up to the next nearest whole numbernumber constituting at least a majority of directors, of the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of (i) the total number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors elected or appointed pursuant to this sentence Section 1.03) and including current directors serving as officers of the Company(ii) multiplied by the percentage that the aggregate number of Shares shares of Company Common Stock beneficially owned by Parent, Purchaser or any of their affiliates Parent and/or Merger Sub (including for purposes shares of this Section 1.3 such Shares as are Company Common Stock accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiariespayment) bears to the total number of shares of Company Common Stock then issued and outstanding. If; provided, that the foregoing notwithstanding, one (1) incumbent director shall be entitled to, and shall, retain his or her position on the Company’s Board of Directors at all times prior to the earlier of (x) termination of this Agreement in accordance with its terms or (y) completion of the Closing. The Company shall promptly take all actions necessary to cause Parent’s designees to be elected or appointed to the Company’s Board of Directors, including increasing the number of directors, and/or seeking and accepting resignations of incumbent directors. At such times as, requested by Purchasertime as such designees constitute a majority of the Company’s Board of Directors, the Company will shall also use its reasonable 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’s Board of Directors and (ii) each board of directors of each of the Company Company’s Subsidiaries (and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting committee thereof, if any) that represents the same percentage of each as such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of individuals represent on the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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 purchase of and payment for Shares by Purchaser Parent or any of Shares pursuant to its subsidiaries which represent at least a majority of the Offer, and from time to time thereafter as Shares are acquired by Purchaseroutstanding shares of Company Common Stock (on a fully diluted basis), Parent or their affiliates, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to that number of directors which equals the product of the total number of directors on the such Board of Directors of the Company (giving effect to the directors elected or appointed designated by Parent pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by ParentPurchaser, Purchaser or Parent and any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares of Company Common Stock then issued and outstanding. IfThe Company shall, upon request of and as specified by Purchaser or Parent, on the date of such request, increase the size of its Board of Directors and/or secure the resignations of such number of its incumbent directors as is necessary, consistent with the request of Purchaser or Parent, to enable Parent's designees to be so elected to the Company's Board of Directors, and at shall take all actions necessary to cause Parent's designees to be so elected or appointed. At such times as, requested by Purchasertimes, the Company will use its reasonable best efforts to cause individuals designated by Parent to constitute the same percentage as such individuals represent on the Company's Board of Directors, each committee of the Board of Directors (other than any committee of the Company and the Board established to take action under this Agreement), each board of Directors directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage (as defined in Section 3.1) and each committee of each such committee and board. Notwithstanding the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Companyforegoing, until the Effective Time (as defined in Section 1.7) 1.5 hereof), the Company shall retain as members of its Board of Directors of the Company shall have at least two (2) directors who are directors of the Company on the date hereof (the "Continuing Directors"); provided, however, that subsequent to the purchase of and who are neither officers payment for Shares pursuant to the Offer, Parent shall always have its designees represent at least a majority of the Company nor designees, stockholders, affiliates or associates (within the meaning entire Board of the federal securities lawsDirectors. The Company's obligations under this Section 1.3(a) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3thereunder. Parent and or Purchaser will shall supply the Company and be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. Upon receipt of such information from Parent or Purchaser, the Company shall include in the Schedule 14D-9 (as an annex or otherwise) the information required by Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company's Board of Directors.

Directors. (a) Promptly upon Upon the purchase by Purchaser of Shares pursuant to the OfferOffer Acceptance Time, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliatesthereafter, Purchaser shall will be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, Purchaser representation on the Board of Directors of the Company equal to that number of directors which equals the product of (i) the total number of directors on the Board of Directors of the Company (after giving effect to any increase in the number of directors elected or appointed pursuant to this sentence Section 1.4) and including current directors serving as officers of the Company(ii) multiplied by the percentage that the aggregate such number of Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) so purchased bears to the total number of shares of Company Common Stock then issued and outstanding. Ifthen-outstanding Shares on a fully-diluted basis, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shallwill, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company or use commercially reasonable efforts to seek the resignations of such number of directors as is necessary to enable provide Purchaser with such level of representation and will use commercially reasonable efforts to cause Purchaser’s designees to be so elected or appointed. Subject to the applicable requirements of NASDAQ, the Company will also use commercially reasonable efforts to cause individuals designated by Purchaser to constitute the same percentage of each committee of the Board of Directors of the Company as the percentage of the entire Board of Directors of the Company represented by individuals designated by Purchaser. The Company’s obligations to appoint designees to the Board of Directors of the Company in accordance will be subject to Section 14(f) of the Exchange Act. At the request of Purchaser, the Company will file with the terms of this Section 1.3 SEC and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected mail to the Board holders of Directors Shares the information required by Section 14(f) of the CompanyExchange Act and Rule 14f-1 promulgated thereunder. Parent and Purchaser will supply to the Company all information with respect to themselves and their respective officers, until the Effective Time (as defined in directors and Affiliates required by Section 1.714(f) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof Exchange Act and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of ParentRule 14f-1 promulgated thereunder, and Parent and Purchaser will be solely responsible for such persons shall be deemed to be Independent Directors for information. For purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to such information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order that is filed with the SEC and mailed to fulfill its obligations under this Section 1.3 and shall include in holders of Shares will be considered part of the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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-114D-9.

Directors. (a) Promptly upon the purchase acceptance for payment of, and payment by Purchaser Merger Sub for, shares of Shares Company Common Stock pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser the parties hereto shall be entitled to use best efforts such that Merger Sub may designate such number of directors, rounded up to the next whole number, members of the Company Board of Directors of the Company as will give PurchaserMerger Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors of the Company equal to at least that number of directors directors, rounded up to the next whole number, which equals is the product of (a) the total number of directors on the Company Board of Directors of the Company (giving effect to the directors elected or appointed pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by (b) the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 i) such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares of Company Common Stock then issued so accepted for payment and paid for by Merger Sub plus the number of shares of Company Common Stock otherwise owned by Parent, Merger Sub or any other subsidiary of Parent bears to (ii) the number of such shares outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaserthat in the event that Merger Sub’s designees are appointed or elected to the Company Board of Directors of the CompanyDirectors, then until the Effective Time (as defined in Section 1.7) the Company shall use best efforts to cause the Company Board of Directors of the Company shall to have at least two (2) directors who are (i) directors on the date hereof of this Agreement and who are neither officers (ii) independent directors for purposes of the Company nor designees, stockholders, affiliates or associates (within the meaning continued listing requirements of the federal securities laws) of Parent Nasdaq (one or more of such directors, the “Independent Directors”); provided provided, further, that if less than any Independent Director is unable to serve due to death or disability or any other reason, the parties hereto shall use best efforts such that the remaining Independent Directors may elect or designate another individual (or individuals) who serve(s) as a director (or directors) on the date of this Agreement (provided that such individual is an independent director for purposes of the continued listing requirements of the Nasdaq) to fill the vacancy, and such director (or directors) shall be deemed to be an Independent Director (or Independent Directors) for purposes of this Agreement. If no Independent Director remains prior to the Acceptance Date, the parties hereto shall use best efforts such that a majority of the members of the Board of Directors of the Company at the time of the execution of this Agreement shall be entitled to designate two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons individuals to fill the such vacancies who shall not be either officers employees of or otherwise affiliated with the Company Company, Parent or designees, shareholders, affiliates or associates of ParentMerger Sub, and such persons individuals shall be deemed to be Independent Directors for purposes of this Agreement. Following the election or appointment of Parent’s designees to the Company Board of Directors pursuant to this Section 5.15, and until the Effective Time, the approval of a majority of the Independent Directors shall be required to authorize: (a) any amendment or termination of this Agreement, (b) any amendment to the Certificate of Incorporation of the Company or the Bylaws of the Company (except for the Merger), (c) any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent, (d) waiver of any of the Company’s rights under this Agreement or any other action adversely affecting the rights of the Company Common Stockholders (other than Parent or Merger Sub), and (e) any other consent of the Company or the Company Board of Directors with respect to this Agreement, the Offer or the Merger or any other transaction contemplated thereby or in connection therewith. To the fullest extent permitted by law, the authorization of any such matter by a majority of the Independent Directors shall constitute the authorization of such matter by the Company Board of Directors, and no other action on the part of the Company or any other director of the Company shall be required to authorize such matter. Following the Acceptance Time and prior to the Effective Time, neither Parent nor Merger Sub shall take any action to remove any Independent Director unless the removal shall be for cause. Subject to applicable lawLaw, the Company shall promptly take all action requested by Parent necessary pursuant to effect any such election, 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 in order to fulfill its obligations under this Section 1.3 thereunder, and the Company shall include in make such mailing with the mailing of the Schedule 14D-9 mailed (provided that Merger Sub shall have provided to stockholders promptly after the commencement of Company on a timely basis all information required to be included in the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information Information Statement with respect to Merger Sub’s designees). In connection with the foregoing, the Company and 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 officers and current directors as is required under Section 14(f) and Rule 14f-1 in order necessary to fulfill its obligations under this Section 1.3. Parent and Purchaser will supply enable Merger Sub’s designees to be elected or appointed to the Company 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-1Board of Directors as provided above.

Directors. (a) Promptly upon after the purchase by Purchaser first time at which the Buyer accepts for payment any shares of Shares Company Common Stock pursuant to the OfferOffer (the “Acceptance Time”), and from time to time thereafter as Shares shares of Company Common Stock are acquired accepted for payment and the Offer Consideration is paid by Purchaserthe Buyer, Parent or their affiliates, Purchaser the Buyer shall be entitled to designate such number of directorsmembers of the Company Board (the “Buyer Designees”), rounded up to the next nearest whole number, of the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, Buyer representation on the Company Board of Directors of the Company equal to that number of directors which equals the product of the total number of directors on the Board of Directors members of the Company Board (after giving effect to the directors elected or appointed pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Shares shares of Company Common Stock beneficially owned by Parent, Purchaser the Buyer or any of their affiliates Merger Sub at such time (including for purposes shares of this Section 1.3 such Shares as are Company Common Stock so accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiariespayment) bears to the total number of shares of Company Common Stock then issued and outstanding. If, and at such times as, requested by Purchaser, ; provided that in no event shall the Company will use its reasonable best efforts to cause each committee of the Board of Directors Buyer Designees constitute less than a majority of the Company and Board. In furtherance thereof, the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon the request by Purchaserof the Buyer, solicit the resignations of up use its best efforts promptly (and in any event within one business day) either to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Company Board or to secure the resignations of Directors such number of the Company’s incumbent directors (and such incumbent directors have agreed to resign if required in order for the Company to comply with this Section 1.3(a)), or both, as is necessary to enable Purchaser’s designees the Buyer Designees to be so elected or appointed to the Company Board and the Company shall take all actions available to the Company to cause the Buyer Designees to be so elected or appointed. At such time, the Company shall, if requested by the Buyer, also take all action necessary to cause persons designated by the Buyer to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of Directors (i) each committee of the Company in accordance with the terms Board, (ii) each board of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed directors (or elected to the Board similar body) of Directors of the Company, until the Effective Time each Subsidiary (as defined in Section 1.74.3(a) the Board of Directors hereof) of the Company shall have at least two and (2iii) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates each committee (or associates (within the meaning of the federal securities lawssimilar body) of Parent (one or more each such board. The provisions of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 are in addition to and shall include in not limit any rights which the Schedule 14D-9 mailed to stockholders promptly after Buyer, the commencement Buyer or any of the Offer (their Affiliates may have as a holder or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information beneficial owner of shares of Company Common Stock as a matter of applicable law with respect to the Company and its officers and election of directors as is required under Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3. Parent and Purchaser will supply the Company 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-1or otherwise.

Directors. (a) Promptly upon the purchase of and payment for any Shares by Parent or Purchaser of Shares pursuant to the Offer, Offers which represents at least a majority of the Shares outstanding and from time no less than a majority of the voting power of the outstanding shares of capital stock of the Company entitled to time thereafter as Shares are acquired by Purchaservote in the election of directors and at all times thereafter, Parent or their affiliates, Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, of on the Company Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to that number of directors which equals the product of the total number of directors on the Company Board of Directors of the Company (giving effect to the directors elected or appointed designated by Parent pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by ParentPurchaser, Purchaser or Parent and any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares of Company Common Stock Shares then issued and outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon Parent's request by Purchaserat any time following the purchase of and payment for Shares pursuant to the Offers, solicit the resignations of up take such actions, including but not limited to two (2) directors promptly filling vacancies or newly created directorships on the Company’s Company Board of Directors, promptly increasing the size of the Company Board of Directors and promptly (including 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 its incumbent directors (subject to the right of any holder of Class B Shares to designate directors of the Company as provided in the Company Certificate) as are necessary to enable Parent's designees to be so elected or designated to the Company Board of Directors, and shall use its commercial best efforts to cause Parent's designees to be so elected or designated at such time. The Company shall, upon Parent's request following the purchase of and payment for Shares pursuant to the Offers, 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 as is necessary to enable Purchaser’s designees to be elected to the Board of Directors (other than the Special Committee), (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 Company in accordance with extent permitted by applicable law or the terms rules of any stock exchange on which the Class A Shares are listed. The Company's obligations under this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.71.3(a) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under thereunder. The Company shall promptly upon execution of this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement Agreement take all actions required pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.31.3(a), including 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 Parent's designees to be elected or designated to the Company Board of Directors. Parent and or Purchaser will shall supply the Company and be solely responsible for any with information with respect to itself either of them and its 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 any of Purchaser, Parent 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.

Directors. (a) Promptly upon the purchase of any Shares by the Purchaser of Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by the Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to that number of directors which equals the product of the total number of directors on the such Board of Directors of the Company (giving effect to the directors elected or appointed designated by Parent pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, the Purchaser or any affiliate of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) Purchaser bears to the total number of shares of Company Common Stock Shares then issued and outstanding. IfIn furtherance thereof, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors has resolved as part of the Company and the Board its approval of Directors of each Subsidiary of the Company this Agreement to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors upon the request of Parent, and upon the request of Parent, the Company shall promptly increase the size of the Company Board of Directors or use its best efforts to secure the resignations of such number of its incumbent directors as is necessary to enable Purchaser’s Parent's designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 1.3, and shall take all actions available to the Company to cause Purchaser’s Parent's designees to be so elected; provided. At such time, however, thatthe Company shall, if Purchaser’s designees are appointed or elected requested by Parent, take all actions available to it to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Board of Directors of (i) each committee of the CompanyBoard of Directors, until the Effective Time (ii) each board of directors (or similar body) of each Subsidiary (as defined in Section 1.73.1 hereof) the Board of Directors of the Company shall have at least two and (2iii) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates each committee (or associates (within the meaning of the federal securities lawssimilar body) of Parent (one or more of each such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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-1board.

Directors. (a) Promptly upon the purchase of and payment for any Shares by Parent or Purchaser of Shares pursuant to the Offer, Offers which represents at least a majority of the Shares outstanding and from time no less than a majority of the voting power of the outstanding shares of capital stock of the Company entitled to time thereafter as Shares are acquired by Purchaservote in the election of directors and at all times thereafter, Parent or their affiliates, Purchaser shall be entitled to elect or designate such number of directors, rounded up to the next whole number, of on the Company Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to that number of directors which equals the product of the total number of directors on the Company Board of Directors of the Company (giving effect to the directors elected or appointed designated by Parent pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by ParentPurchaser, Purchaser or Parent and any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares of Company Common Stock Shares then issued and outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon Parent’s request by Purchaserat any time following the purchase of and payment for Shares pursuant to the Offers, solicit the resignations of up take such actions, including but not limited to two (2) directors promptly filling vacancies or newly created directorships on the Company’s Company Board of Directors, promptly increasing the size of the Company Board of Directors and promptly (including by amending the Bylaws of the Company if necessary so as to increase the size of the Company Board of Directors Directors) and/or promptly securing the resignations of such number of its incumbent directors (subject to the right of any holder of Class B Shares to designate directors of the Company as is provided in the Company Certificate) as are necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause PurchaserParent’s designees to be so elected; providedelected or designated to the Company Board of Directors, however, that, if Purchaserand shall use its commercial best efforts to cause Parent’s designees are appointed to be so elected or elected designated at such time. The Company shall, upon Parent’s request following the purchase of and payment for Shares pursuant to the Offers, 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, until the Effective Time (as defined in Section 1.7) the Company Board of Directors (other than the Special Committee), (ii) each board of the Company shall have at least two directors (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities lawssimilar body) of Parent each Company Subsidiary and (one iii) each committee (or more similar body) of each such directorsboard, in each case only to the “Independent Directors”); provided further, that if less than two (2extent permitted by applicable law or the rules of any stock exchange on which the Class A Shares are listed. The Company’s obligations under this Section 1.3(a) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under thereunder. The Company shall promptly upon execution of this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement Agreement take all actions required pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.31.3(a), including 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 Parent’s designees to be elected or designated to the Company Board of Directors. Parent and or Purchaser will shall supply the Company and be solely responsible for any with information with respect to itself either of them and its 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 any of Purchaser, Parent 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.

Directors. (a) Promptly upon the purchase by Purchaser of --------- Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Securities Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors appointed or elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiariessubsidiaries) bears to the total number of shares of Company Common Stock then issued and outstanding. IfAt such times, and at such times as, if requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary subsidiary of the Company as Purchaser’s 's designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s 's designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s 's designees to be so elected; provided, however, that, if Purchaser’s 's designees are appointed or elected to -------- ------- the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7hereinafter defined) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “"Independent Directors”"); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director Directors (if any) or if no Independent Directors remain, the other directors, directors shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable lawLaw, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Securities Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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. Notwithstanding anything in this Agreement to the contrary, during the period after the election of directors designated by Purchaser pursuant to this Section 1.3 but prior to the Effective Time, the Board of Directors of the Company shall delegate to a committee of the Board of Directors of the Company 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 the Company, but excluding a termination pursuant to Section 7.1(c)(ii) hereof, which is not delegated, (ii) the waiver of any of the Company's rights or remedies hereunder, (iii) the extension of the time for performance of Parent's or Purchaser's obligations hereunder, or (iv) the assertion or enforcement of the Company's rights under this Agreement to (a) object to a failure to consummate the Merger for a failure of the condition set forth in Section 6.2 to be satisfied or (b) a termination of this Agreement under Section 7.1(d)(iii).

Directors. (a) Promptly Effective upon the purchase by Purchaser acceptance for payment of Shares any shares of Company Common Stock pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such the number of directors, rounded up to the next whole number, of on the Company's Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of (i) the total number of directors on the Company's Board of Directors of the Company (giving effect to the election of any additional directors elected or appointed pursuant to this sentence Section) and including current directors serving as officers of the Company(ii) multiplied by the percentage that the aggregate number of Shares shares of Company Common Stock beneficially owned by Parent, Purchaser or any of their affiliates Parent and/or Merger Sub (including for purposes shares of this Section 1.3 such Shares as are Company Common Stock accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiariespayment) bears to the total number of shares of Company Common Stock then issued and outstanding. If, and at the Company shall take all action necessary to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such times as, requested by Purchasertime, the Company will also use its reasonable 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 the Company and the Board of Directors directors of each Subsidiary of the Company to include persons designated by Purchaser constituting (and each committee thereof) that represents the same percentage of each as such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of individuals represent on the Board of Directors of the Company. The Company shallNotwithstanding the provisions of this Section 2.03, upon request by Purchaser, solicit the resignations parties hereto shall use their respective best efforts to ensure that at least two of up to two (2) directors on the members of the Company’s 's Board of Directors and promptly increase shall, at all times prior to the size Effective Time, be directors of the Company who were directors of the Company on the date hereof (the "CONTINUING DIRECTORS"); provided that if there shall be in office fewer than two Continuing Directors for any reason, the Company's Board of Directors shall cause a person designated by the remaining Continuing Director to fill such vacancy who shall be deemed to be a Continuing Director for all purposes of this Agreement, or if no Continuing Directors then remain, the other directors of the Company as is necessary then in office shall designate two persons to enable Purchaser’s designees to fill such vacancies who will not be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed officers or elected to the Board of Directors employees or affiliates of the Company, until the Effective Time (as defined in Section 1.7) the Board Parent or Merger Sub or any of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, their respective Subsidiaries and such persons shall be deemed to be Independent Continuing Directors for all purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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 Effective upon the purchase by Purchaser of Shares acceptance for payment pursuant to the OfferOffer of a number of Shares that satisfies the Minimum Condition, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser Buyer shall be entitled to designate such the number of directors, rounded up to the next whole number, of on the Company's Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of (i) the total number of directors on the Company's Board of Directors of the Company (giving effect to the election of any additional directors elected or appointed pursuant to this sentence and including current directors serving as officers of the CompanySection) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser or any of their affiliates Buyer (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiariespayment) bears to the total number of shares Shares outstanding; and the Company shall take all action necessary to cause Buyer's designees to be elected or appointed to the Company's Board of Company Common Stock then issued Directors, including, without limitation, increasing the number of directors and outstandingseeking and accepting resignations of incumbent directors. If, and at At such times as, requested by Purchasertimes, the Company will use its reasonable best efforts to cause individuals designated by Buyer to constitute the same percentage as such individuals represent on the Company's Board of Directors of (i) each committee of the Board and (ii) each board of directors (and committee thereof) of each Subsidiary (as defined in Section 4.6). Notwithstanding the foregoing, the Company shall use its best efforts to cause at least three members of the Company's Board of Directors as of the date hereof who are not employees of the Company and (the Board of Directors of each Subsidiary of the Company "Continuing Directors") to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are remain members of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) 2.1(b)), and Buyer consents thereto. For purposes of Articles 9 and 10 and Sections 2.1, 6.2 and 11.3, no action taken by the Board of Directors of the Company after the consummation of the Offer and prior to the Merger shall be effective unless such action is approved by the affirmative vote of at least a majority of the Continuing Directors. Notwithstanding any provisions of this Agreement to the contrary, if, following the expiration of the Offer, Merger Subsidiary shall own 90% or more the Shares, at the request of Buyer, the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action actions necessary to effect the Merger pursuant to Section 14(f) 253 of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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-1Delaware Law.

Directors. (a) Promptly upon following Merger Sub's acceptance for payment of and payment for such number of shares of Company Common Stock which represents at least a majority of the purchase by Purchaser issued and outstanding shares of Shares pursuant to Company Common Stock on a fully diluted basis, on the OfferOffer Closing Date (as defined in Section 9.5) (the "Appointment Time"), and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser Merger Sub shall be entitled entitled, subject to compliance with Section 14(f) of the Exchange Act, to designate such number of directors, rounded up to the next whole number, number (and in no event less than a majority of the Board of Directors of the Company Directors) as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, Merger Sub representation on the Board of Directors of the Company equal to that number of directors which equals the product of (x) the total number of directors on the Board of Directors of the Company (giving effect to any increase in the number of directors elected or appointed pursuant to this sentence Section 1.4) and including current directors serving as officers of the Company(y) multiplied by the percentage that such number of Shares so purchased by Merger Sub bears to the aggregate number of Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares of Company Common Stock then issued and outstanding. Ifoutstanding on the Offer Closing Date (such number being, the "Board Percentage"), and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by PurchaserMerger Sub, solicit promptly satisfy the resignations of up to two Board Percentage by (2i) directors on the Company’s Board of Directors and promptly increase increasing the size of the Board of Directors of the Company or (ii) using its reasonable best efforts to secure the resignations of such number of directors as is necessary to enable Purchaser’s Merger Sub's designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall use reasonable best efforts to cause Purchaser’s Merger Sub's designees promptly to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to . At the Board request of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable lawMerger Sub, the Company shall promptly take take, at the Company's expense, all lawful action necessary pursuant to effect any such election, including, without limitation, if necessary, calling a special meeting of its stockholders for the purpose of such election and mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order thereunder, unless such information has previously been provided to fulfill its obligations under this Section 1.3 and shall include the Company's stockholders in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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-114D-9.

Directors. (a) Promptly upon the purchase of and payment for Shares by Purchaser Parent or any of Shares its Subsidiaries (as defined in Section 8.13(j)) pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to that number of directors which equals the product of the total number of directors on the such Board of Directors of the Company (giving effect to the directors elected or appointed designated by Parent pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by ParentMerger Sub, Purchaser or Parent and any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares of Company Common Stock then issued and outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on Merger Sub take any and all actions within the Company’s 's power which are necessary to cause Parent's designees to be appointed to the Board of Directors and promptly increase (including by increasing the size of the Board of Directors of or using its best efforts to cause incumbent directors to resign). At such time, the Company as is necessary shall use its best efforts to enable Purchaser’s designees cause persons designated by Parent to be elected to constitute the same percentage of each committee of the Board of Directors Directors, each board of the Company in accordance with the terms directors of this Section 1.3 each Subsidiary and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to each committee of each such board as such persons represent on the Board of Directors of Directors. Notwithstanding the Companyforegoing, until the Effective Time (as defined in Section 1.7) 1.6 hereof), the Company shall retain as members of its Board of Directors of the Company shall have at least two (2) directors who are directors of the Company on the date hereof and who are neither officers of (the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws"COMPANY DESIGNEES"). The Company's obligations under this Section 1.3(a) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and thereunder. The Company shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement take all actions required pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.31.3(a), including mailing to stockholders the information required to by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company's Board of Directors. Parent and Purchaser or Merger Sub will supply the Company and be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1.

Directors. (a) Promptly upon Effective as of the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by PurchaserAcceptance Date, Parent or their affiliates, Purchaser shall be entitled to designate such to serve on the Company's Board of Directors (the "Post-Acceptance Board") the number of directors, rounded up to the next whole number, of the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of of: (i) the total number of directors on the Company's Board of Directors of the Company (giving effect to the election of any additional directors elected or appointed pursuant to this sentence Section); and including current directors serving as officers of the Company(ii) multiplied by the percentage that a fraction having a numerator equal to the aggregate number of Shares shares of Company Common Stock and Company Class B Common Stock then beneficially owned by Parent, Purchaser Parent or any of their affiliates Merger Sub (including for purposes all shares of this Section 1.3 such Shares as are accepted for payment Company Common Stock and Company Class B Common Stock purchased pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears and having a denominator equal to the total number of shares of Company Common Stock and Company Class B Common Stock then issued and outstanding. If, and at such times as, requested by PurchaserAt Parent's request on or after the Acceptance Date, the Company will shall take all actions (including, to the extent necessary, obtaining resignations of incumbent directors and increasing the number of authorized directors) necessary to cause Parent's designees to be elected or appointed to the Company's Board of Directors. In connection with the designation by Parent of individuals to serve on the Company's Board of Directors, the Company shall (to the extent requested by Parent) use its reasonable best efforts to 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's Board of Directors and (B) the board of the Company and the Board of Directors directors of each Subsidiary of the Company to include persons designated by Purchaser constituting (and each committee thereof) that represents at least the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request individuals designated by Purchaser, solicit the resignations of up to two (2) directors Parent represent on the Company’s 's Board of Directors and promptly increase Directors. Notwithstanding the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms provisions of this Section 1.3 and 1.3, the Company shall cause Purchaser’s designees use its reasonable best efforts to be so elected; provided, however, ensure that, if Purchaser’s designees are appointed or elected at all times prior to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) 2.3), at least three of the members of the Company's Board of Directors are individuals who were directors of the Company shall have on the date of this Agreement, to be selected by such directors, including at least two (2) directors who are independent directors on for purposes of the date hereof and who are neither officers continued listing requirements of The Nasdaq National Market (the "Continuing Directors"); PROVIDED, HOWEVER, that (1) if at any time prior to the Effective Time there shall be only one Continuing Director serving as a director of the Company nor designeesfor any reason, stockholders, affiliates or associates (within then the meaning Company's Board of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, shall cause an individual selected by the remaining Independent Continuing Director to be designated to serve on the Company's Board of Directors (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons individual shall be deemed to be Independent a Continuing Director for all purposes under this Agreement), and (2) if at any time prior to the Effective Time no Continuing Directors then remain, then the Company's Board of Directors shall designate two individuals to serve on the Company's Board of Directors who are not officers, employees or affiliates of the Company, Parent or Merger Sub (and such individuals shall be deemed to be Continuing Directors for all purposes of under this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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 Effective upon the purchase acceptance for payment by Purchaser Acquisition Sub of, and deposit by Acquisition Sub with the depositary for the Offer of funds sufficient to make payment for, at least 80% of the outstanding Shares tendered pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser Acquisition Sub shall be entitled to designate such the number of directors, rounded up to the next whole number, of on the Company's Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of (i) the total number of directors on the Company's Board of Directors of the Company (giving effect to the election of any additional directors elected or appointed pursuant to this sentence Section) and including current directors serving as officers of the Company(ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser or any of their affiliates Acquisition Sub (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its SubsidiariesOffer and for which deposit has been made as aforesaid) bears to the total number of shares of Company Common Stock then issued and Shares outstanding. If, and at the Company, to the extent permitted under the Company's Articles of Incorporation and Bylaws and the Pennsylvania BCL, shall take all action necessary to cause Acquisition Sub's designees to be 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 (it being understood that, in the event that the Minimum Condition and the other conditions set forth in Annex I hereto shall have been satisfied in accordance with this Agreement, Acquisition Sub shall deposit with the depositary for the Offer funds sufficient to make payment for all Shares validly tendered pursuant to the Offer). At such times as, requested by Purchasertimes, the Company will use its reasonable best efforts to cause individuals designated by Acquisition Sub to constitute the same percentage as such individuals represent on the Company's Board of Directors of (1) each committee of the Board of Directors (other than any committee of the Company and the Board established to take action under this Agreement), (2) each board of Directors directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.73.02) and (3) each committee of each such board. Notwithstanding the foregoing, at all times prior to the Effective Time the Board of Directors of the Company shall have include at least two (2) directors who are directors on in office as of the date hereof and who 4 11 are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers employees of the Company or designees, shareholders, any of its subsidiaries or affiliates or associates of Parent, and U.S. Parent or Acquisition Sub (any such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder director remaining in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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-1office being a "Continuing Director").

Directors. (a) Promptly upon the purchase by Purchaser Merger Sub of any Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by PurchaserMerger Sub, Parent or their affiliates, the Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Company Board of Directors of the Company as will give the Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Company Board of Directors of the Company (giving effect to the directors appointed or elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, the Purchaser or any affiliate of their affiliates the Purchaser (including for purposes of this Section 1.3 such Shares as are accepted for ----------- payment pursuant to the Offer, but excluding Shares held by the Company or any of its SubsidiariesCompany) bears to the total number of shares of Company Common Stock then issued and Shares outstanding. IfAt such times, and at such times as, if requested by the Purchaser, the Company will use its reasonable best efforts to shall also cause each committee of the Company Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by the Purchaser constituting the same percentage of each such committee and as the Board of Directors of each Subsidiary of the Company as Purchaser’s 's designees are of the Company Board of Directors of the CompanyDirectors. The Company shall, upon request by the Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Company Board of Directors or exercise its best efforts to secure the resignations of the Company such number of directors as is necessary to enable Purchaser’s the Purchaser designees to be elected to the Company Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause ----------- the Purchaser’s 's designees to be so elected; provided, however, that, if in the -------- ------- event that the Purchaser’s 's designees are appointed or elected to the Company Board of Directors of the CompanyDirectors, until the Effective Time (as defined in Section 1.72.2) the Company ----------- Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent the Purchaser (one or more of such directors, the “"Independent Directors”"); provided provided, further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors -------- ------- remain, the other directors, directors shall designate persons one person to fill one of the vacancies who shall not be either officers an officer of the Company or designeesa designee, shareholdersstockholder, affiliates affiliate or associates associate of Parentthe Purchaser, and such persons person shall be deemed to be an Independent Directors Director for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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 Upon the purchase by Purchaser of Shares at least a majority of the issued and outstanding shares of Common Stock on a fully diluted basis pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, Purchaser representation on the Board of Directors of the Company equal to that number of directors which equals the product of (i) the total number of authorized directors on the Board of Directors of the Company (giving effect to the directors elected or appointed pursuant to this sentence Section 1.4) and including current directors serving as officers of the Company(ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares of Company Common Stock then issued and outstanding. Ifpurchased by Merger Sub or Purchaser or any affiliate thereof bears to the aggregate number of shares of Common Stock outstanding (the "Percentage"), and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon the election and request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors and/or secure the resignations of the Company such number of directors as is necessary to enable Purchaser’s 's designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s 's designees to be so elected; provided. At the request of Purchaser, howeverthe Company will cause such individuals designated by Purchaser to constitute the same Percentage of (i) each committee of the Board, that, if Purchaser’s (ii) the board of directors of each Subsidiary (as defined in Section 11.8) of the Company and (iii) the committees of each such board of directors. The Company's obligations to seek to appoint designees are appointed or elected to the Board of Directors shall be subject to Section 14(f) of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this AgreementExchange Act. Subject to applicable law, the The Company shall promptly take all appropriate action necessary pursuant to effect any such election and shall, subject to the next succeeding sentence, include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if thereunder. Purchaser has not theretofore designated directors) such information with respect will supply to the Company 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 1.3. Parent and Purchaser will supply the Company 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.. Notwithstanding the foregoing, the parties hereto shall use their respective reasonable best efforts to ensure that at least three of

Directors. (a) Promptly upon the purchase by Purchaser of any Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give PurchaserParent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors appointed or elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser Parent or any affiliate of their affiliates Parent (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares of Company Common Stock then issued and Shares outstanding. If, and at At each such times as, requested by Purchasertime, the Company will use its reasonable best efforts to also cause (i) each committee of the Board of Directors Directors, (ii) if requested by Xxxxxx, the board of directors of each of the Company Subsidiaries and the Board (iii) if requested by Parent, each committee of Directors of each Subsidiary of the Company such board to include persons designated by Purchaser Parent constituting the same percentage of each such committee and or board as Parent's designees constitute on the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the CompanyDirectors. The Company shall, upon request by PurchaserXxxxxx, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors or exercise its best efforts to secure the resignations of the Company such number of directors as is necessary to enable Purchaser’s Parent's designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s Parent's designees to be so elected; providedPROVIDED, howeverHOWEVER, that, if Purchaser’s in the event that Parent's designees are appointed or elected to the Board of Directors of the CompanyDirectors, until the Effective Time (as defined in Section 1.72.2 hereof) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company Company, Contributing Shareholders nor designees, stockholdersshareholders, affiliates or associates (within the meaning of the federal Federal securities laws) of Parent or any Contributing Shareholder (one or more of such directors, the “"Independent Directors”"); provided furtherPROVIDED FURTHER, that if less at any time or from time to time there are fewer than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remainDirectors, the other directors, directors shall designate elect to the Board of Directors such number of persons to fill the vacancies who shall not be either neither officers of the Company or Company, Contributing Shareholders nor designees, shareholders, affiliates or associates of Parent, and Parent or any Contributing Shareholder so that the total of such persons and remaining Independent Directors serving on the Board of Directors is at least two. Any such person elected to the Board of Directors pursuant to the second proviso of the preceding sentence shall be deemed to be an Independent Directors Director for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders shareholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser Parent has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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. Notwithstanding anything in this Agreement to the contrary, following the time directors designated by Parent constitute a majority of the Board of Directors and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required to (i) amend or terminate this Agreement on behalf of the Company, (ii) exercise or waive any of the Company's rights or remedies hereunder, (iii) extend the time for performance of Parent's obligations hereunder or (iv) take any other action by the Company in connection with this Agreement required to be taken by the Board of Directors.

Directors. (a) Promptly upon the purchase by Purchaser Merger Sub of any Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by PurchaserMerger Sub, Parent or their affiliates, the Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Company Board of Directors of the Company as will give the Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Company Board of Directors of the Company (giving effect to the directors appointed or elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, the Purchaser or any affiliate of their affiliates the Purchaser (including for purposes of this Section SECTION 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its SubsidiariesCompany) bears to the total number of shares of Company Common Stock then issued and Shares outstanding. IfAt such times, and at such times as, if requested by the Purchaser, the Company will use its reasonable best efforts to shall also cause each committee of the Company Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by the Purchaser constituting the same percentage of each such committee and as the Board of Directors of each Subsidiary of the Company as Purchaser’s 's designees are of the Company Board of Directors of the CompanyDirectors. The Company shall, upon request by the Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Company Board of Directors or exercise its best efforts to secure the resignations of the Company such number of directors as is necessary to enable Purchaser’s the Purchaser designees to be elected to the Company Board of Directors of the Company in accordance with the terms of this Section SECTION 1.3 and shall cause the Purchaser’s 's designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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.event that

Directors. (a) Promptly upon the purchase by Purchaser Merger Sub of at least a majority of the outstanding Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser Merger Sub shall be entitled entitled, subject to compliance with Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to designate such number of directors, rounded up to the next greatest whole number, of on the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, Merger Sub representation on the Board of Directors of the Company equal to that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors appointed or elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser Merger Sub or any affiliate of their affiliates Merger Sub (including for the purposes of this Section 1.3 1.4 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiariesaffiliates) bears to the total number of shares of Company Common Stock then issued and Shares outstanding. If, and at At such times as, requested by Purchasertimes, the Company will use its reasonable best efforts to also cause (i) each committee of the Board of Directors of the Company and Company, (ii) if requested by Merger Sub, the Board of Directors of each Subsidiary of the Company Company's subsidiaries and (iii) if requested by Merger Sub, each committee of such board to include such persons designated by Purchaser Merger Sub constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company or board as Purchaser’s Merger Sub's designees are of the Board of Directors of the Company. The Company shall, upon request by PurchaserMerger Sub, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company or exercise its best efforts to secure the resignations of such number of directors as is necessary to enable Purchaser’s Merger Sub designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s Merger Sub's designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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 purchase acceptance for payment by Purchaser Parent or any of its subsidiaries for Shares purchased pursuant to the Offer, and from time to time thereafter thereafter, as Shares are acquired by PurchaserParent or any of its subsidiaries, Parent or their affiliates, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of the Board of Directors of the Company as will give Purchaserentitled, subject to compliance with Section 14(f) of the Exchange Act, to designate such number of directors, rounded up to the next greatest whole number, on the Company Board as will give Parent representation on the Company Board of Directors of the Company equal to that number of directors which equals the product of the total number of directors on the Company Board of Directors of the Company (giving effect to the directors appointed or elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Shares shares of Company Common Stock beneficially owned by ParentPurchaser, Purchaser Parent or any of their affiliates (including for purposes of this Section 1.3 1.03, such Shares shares of Company Common Stock as are accepted for payment pursuant to the Offer, but excluding Shares shares of Company Common Stock held by the Company or any of its Subsidiariesaffiliates, which would not include Parent, Purchaser or its affiliates) bears to the total number of shares of Company Common Stock then issued and outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, thatthat if Purchaser has acquired the Revised Minimum Number of Shares in the Offer, if such number of directors shall be rounded up to the greatest whole number plus one to give Purchaser at least a majority of the members of the Company Board; and provided, further, that in the event that Purchaser’s 's designees are appointed or elected to the Board of Directors of the CompanyCompany Board, until the Effective Time (as defined in Section 1.72.02) the Company Board of Directors of the Company shall have at least two (2) directors one director who are directors is a director on the date hereof of this Agreement and who are neither officers is not an executive officer of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of "Independent Director"). At such directorstimes, the “Independent Directors”); provided further, that if less than two Company will also cause (2i) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers each committee of the Company or designeesBoard, shareholders, affiliates or associates of (ii) if requested by Parent, the board of directors of each of the Company's subsidiaries and (iii) if requested by Parent, each committee of such subsidiaries' boards to include persons shall be deemed designated by Parent constituting the same percentage of each such committee or board as Parent's designees are of the Company Board. The Company shall, upon request by Parent, promptly increase the size of the Company Board or exercise its best efforts to secure the resignations of such number of directors, or both, as is necessary to enable Parent's designees to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (elected or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect appointed to the Company Board and its officers and directors as is required under Section 14(f) and Rule 14f-1 in order shall cause Parent's designees to fulfill its obligations under this Section 1.3. Parent and Purchaser will supply the Company 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-1so elected or appointed.

Directors. (a) Promptly upon Effective as of the purchase by Purchaser of Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by PurchaserAcceptance Date, Parent or their affiliates, Purchaser shall be entitled to designate such to serve on the Company’s Board of Directors (the “Post-Acceptance Board”) the number of directors, rounded up to the next whole number, of the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of of: (i) the total number of directors on the Company’s Board of Directors of the Company (giving effect to the election of any additional directors elected or appointed pursuant to this sentence Section); and including current directors serving as officers of the Company(ii) multiplied by the percentage that a fraction having a numerator equal to the aggregate number of Shares shares of Company Common Stock and Company Class B Common Stock then beneficially owned by Parent, Purchaser Parent or any of their affiliates Merger Sub (including for purposes all shares of this Section 1.3 such Shares as are accepted for payment Company Common Stock and Company Class B Common Stock purchased pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears and having a denominator equal to the total number of shares of Company Common Stock and Company Class B Common Stock then issued and outstanding. If, and at such times as, requested by PurchaserAt Parent’s request on or after the Acceptance Date, the Company will shall take all actions (including, to the extent necessary, obtaining resignations of incumbent directors and increasing the number of authorized directors) necessary to cause Parent’s designees to be elected or appointed to the Company’s Board of Directors. In connection with the designation by Parent of individuals to serve on the Company’s Board of Directors, the Company shall (to the extent requested by Parent) use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase (B) the size board of the Board directors of Directors each Subsidiary of the Company (and each committee thereof) that represents at least the same percentage as is necessary to enable Purchaserindividuals designated by Parent represent on the Company’s designees to be elected to the Board of Directors of Directors. Notwithstanding the Company in accordance with the terms provisions of this Section 1.3 and 1.3, the Company shall cause Purchaser’s designees use its reasonable best efforts to be so elected; provided, however, ensure that, if Purchaser’s designees are appointed or elected at all times prior to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) 2.3), at least three of the members of the Company’s Board of Directors are individuals who were directors of the Company shall have on the date of this Agreement, to be selected by such directors, including at least two (2) directors who are independent directors on the date hereof and who are neither officers for purposes of the Company nor designees, stockholders, affiliates or associates continued listing requirements of The Nasdaq National Market (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Continuing Directors”); provided furtherprovided, however, that (1) if less than two (2) Independent Directors remain, at any time prior to the remaining Independent Effective Time there shall be only one Continuing Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers serving as a director of the Company or designeesfor any reason, shareholders, affiliates or associates then the Company’s Board of Parent, Directors shall cause an individual selected by the remaining Continuing Director to be designated to serve on the Company’s Board of Directors (and such persons individual shall be deemed to be Independent a Continuing Director for all purposes under this Agreement), and (2) if at any time prior to the Effective Time no Continuing Directors then remain, then the Company’s Board of Directors shall designate two individuals to serve on the Company’s Board of Directors who are not officers, employees or affiliates of the Company, Parent or Merger Sub (and such individuals shall be deemed to be Continuing Directors for all purposes of under this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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 The Merger Agreement provides that, promptly upon the purchase by Purchaser of Shares pursuant to the OfferOffer of such number of Shares that shall satisfy the Minimum Condition, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliatesthereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of to the MGF Board of Directors of the Company as will shall give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, Purchaser representation on the MGF Board of Directors of the Company equal to that number of directors which equals the product of (i) the total number of directors on the MGF Board of Directors of the Company (after giving effect to any increase in the directors elected or appointed pursuant to this sentence number of directors) and including current directors serving as officers of the Company(ii) multiplied by the percentage that the aggregate such number of Shares beneficially owned by Parent, Purchaser or any of their affiliates so purchased (including for purposes of this Section 1.3 such Shares as are accepted for payment and purchased pursuant to the Offer, but excluding Shares held by the Company or any of its SubsidiariesTop-Up Option) bears to the total number of shares of Company Common Stock then issued and Shares outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company MGF shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the MGF Board or use its reasonable best efforts to secure the resignations of Directors such number of the Company directors as is necessary to enable Purchaser’s designees to be elected to the Board provide Purchaser with such level of Directors of the Company in accordance with the terms of this Section 1.3 representation and shall cause Purchaser’s designees to be so elected; providedelected or appointed. At minimum, howeverParent shall be entitled to designate at least a majority of the directors on the MGF Board (as long as Parent and its affiliates beneficially own a majority of the Shares of MGF). MGF shall also cause individuals designated by Purchaser to constitute the same percentage as such individuals represent of the entire MGF Board (but no less than a majority) on the following: (i) each committee of the MGF Board, that, if Purchaser’s designees are appointed or elected to the (ii) each Board of Directors and each committee thereof of the Company, until the Effective Time each subsidiary of MGF and (as defined in Section 1.7iii) the designees, appointees or other similar representatives of MGF on each Board of Directors (or other similar governing body) and each committee thereof of each subsidiary. Following the election or appointment of Xxxxxxxxx’s designees to the MGF Board and prior to the Effective Time, MGF shall cause the MGF Board to maintain at least three directors who were members of the Company shall have at least two (2) directors who are directors MGF Board on the date hereof of the Merger Agreement, who are not officers of MGF and who are neither officers independent directors for purposes of the Company nor designees, stockholders, affiliates or associates (within the meaning continued listing requirements of the federal securities laws) of Parent Nasdaq Stock Market (one or more of such directors, the “Independent Continuing Directors”); provided further, that if less than two (2) Independent . If the number of Continuing Directors remainis reduced below 3 for any reason, the remaining Independent Continuing Directors will be entitled to elect or designate a person meeting the foregoing criteria to fill such vacancy who will be deemed to be a Continuing Director (if any) or if for purposes of the Merger Agreement. If no Independent Continuing Directors then remain, the other directors, shall directors will designate persons 3 individuals meeting the foregoing criteria to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parentsuch vacancies, and such persons shall will be deemed to be Independent Continuing Directors for purposes of this the Merger Agreement. Subject to applicable lawSo long as there is at least 1 Continuing Director, the Company shall promptly take all action necessary pursuant to Section 14(f(i) any amendment or termination of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in Merger Agreement requiring action by the Schedule 14D-9 mailed to stockholders promptly after MGF Board, (ii) any extension of time for the commencement performance of any of the Offer obligations or other acts of Parent or Table of Contents Purchaser under the Merger Agreement, (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directorsiii) such information any waiver of compliance with respect to any of the Company and its officers and directors as agreements or conditions under the Merger Agreement for the benefit of MGF or (iv) any exercise of MGF’s rights or remedies under the Merger Agreement shall require the concurrence of a majority of the Continuing Directors (or of the sole Continuing Director if there then is required under Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3. Parent and Purchaser will supply the Company 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-1only 1 Continuing Director).

Directors. (a) Promptly Upon the Offer Acceptance Time, subject to compliance with the Organizational Documents of the Company, applicable Law and the applicable rules of the NASDAQ, Parent, Purchaser and the Company shall use their reasonable best efforts (including, in the case of the Company, by using its reasonable best efforts to obtain the necessary resignations of existing directors) to ensure that the Company Board will be comprised of nine (9) directors (or such lesser or greater number as specified by Purchaser), (i) at least seven (7) (or such lesser or greater number as specified by Purchaser) of whom shall be designated by Purchaser (the “Purchaser Directors”), in its sole discretion, and (ii) at least two of whom shall be an Independent Director (who shall be designated by Purchaser in the manner set forth in Section 3.4(b)). The Company shall, subject to Section 3.4(b), upon Parent’s request at any time following the purchase by Purchaser of and payment for Company Shares pursuant to the Offer, promptly take, or to the extent required by the Organizational Documents of the Company or applicable Law, propose to the shareholders to take, all such actions necessary or, at the request of Parent, implement a board cooptation process necessary to (i) elect or designate to the Company Board the Purchaser Directors permitted to be so designated by the first sentence of this ‎Section 3.4(a), including promptly convening a shareholders’ meeting as may be necessary in accordance with French Law, promptly increasing the size of the Company Board (including by proposing an amendment to the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly request (and from time use its reasonable best efforts to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate obtain) the resignations of such number of its current directors, in each case subject to applicable Laws and as is necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Company Board and to otherwise comply with the Company Board composition set forth in the first sentence of this ‎Section 3.4(a), and (ii) cause Purchaser’s designees to be so elected or designated at such time. Promptly after the Offer Acceptance Time, the Company shall also cause Persons designated by Parent (on behalf of Purchaser) to constitute the same percentage (rounded up to the next whole number, of ) as is on the Company Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f(A) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares of Company Common Stock then issued and outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board Company Board, (B) the board of Directors of the Company and the Board of Directors directors (or similar body) of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage and (C) each committee (or similar body) of each such committee board, in each case to the extent permitted by applicable Law and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Companyapplicable NASDAQ rules. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of obligations under this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons ‎Section 3.4 shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under thereunder. The Company shall promptly upon execution of this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement MoU take all actions required pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 3.4, including mailing to shareholders (together with the Schedule 14D-9) the information required by Section 1.314(f) and Rule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board. Parent and Purchaser will shall supply the Company with 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. Parent shall be solely responsible for any the information and consents with respect to itself Parent and its nomineesdesignees, officers, directors and affiliates required by Section 14(f) of the Exchanges Act and Rule 14f-114f-1 promulgated under the Exchange Act in connection with such filing. The provisions of this ‎Section 3.4 are in addition to and shall not limit any rights that any of Parent, Purchaser or any of their respective Affiliates may have as a record holder or beneficial owner of Company Shares as a matter of applicable Law with respect to the election of directors or otherwise.

Directors. (a) Promptly Subject to compliance with the New Jersey Business Corporation Act (the "NJBCA"), the Company's Certificate of Incorporation and applicable ----- law, promptly upon the purchase payment for Shares by Purchaser Merger Sub which represent at least a majority of Shares the then outstanding shares of Common Stock pursuant to the Offer, and from time the Company shall, at the request of Sysco, promptly use its commercially reasonable efforts to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled take all actions necessary to designate cause the Company Board to include such number of directorsdirectors designated by Sysco, rounded up to the next whole number, of the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to that number of directors which equals the product of the total number of directors on the Company Board of Directors of the Company (giving effect to the directors elected or appointed designated by Sysco pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by ParentMerger Sub, Purchaser or Sysco and any of their affiliates (including for purposes of this Section 1.3 such Shares as are so accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiariespayment) bears to the total number of shares of Company Common Stock then issued and outstanding. If, and at such times as, requested including by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit accepting the resignations of up to two (2) such number of its incumbent directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s Sysco's designees to be elected or appointed. At such times, the Company will cause individuals designated by Sysco to constitute the same percentage (rounded up to the nearest whole number) as such individuals represent on the Company Board of Directors (A) each committee of the Company Board and (B) each board of directors (and committee thereof) of each Company Subsidiary in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected each case to the Board extent permitted by applicable law or the rules or applicable listing agreement of Directors of any stock exchange or over-the-counter market on which the CompanyCommon Stock is listed or traded. Notwithstanding the foregoing, until the Effective Time (as defined in Section 1.7) 1.7 hereof), the Board of Directors Company shall use its commercially reasonable efforts to retain as members of the Company shall have Board at least two (2) directors who that are directors of the Company on the date hereof and who are neither officers of (the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws"Independent ----------- Directors"). The Company's obligations under this Section 1.4(a) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant --------- subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 thereunder. The Company shall promptly take all actions, and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such all information with respect to the Company and its officers and directors as is directors, required under pursuant to such Section 14(f) and Rule 14f-1 l4f-1 in order to fulfill its obligations under this Section 1.31.4(a), including mailing to Stockholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Sysco's designees to be elected or appointed to the Company Board. Parent and Purchaser will Sysco or Merger Sub shall supply the Company and be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.4 are in addition to and shall not limit any rights which Merger Sub, Sysco 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.

Directors. (a) Promptly upon following the purchase by Purchaser of and payment for a number of Shares pursuant to that satisfies the Offer, and from time to time thereafter as Shares are acquired by PurchaserMinimum Condition or the Revised Minimum Number, Parent or their affiliates, Purchaser shall be entitled to designate such the number of directors, rounded up to the next whole number, of on the Company's Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of (i) the total number of directors on the Company's Board of Directors of the Company (giving effect to the election of any additional directors elected or appointed pursuant to this sentence Section) and including current directors serving as officers of the Company(ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser or any of their affiliates Parent and Saint-Gobain (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiariespayment) bears to the total number of shares Shares outstanding (provided that if Merger Subsidiary has accepted for payment the Revised Minimum Number of Company Common Stock then issued and outstanding. IfShares in the Offer, such number of directors shall be rounded up to the next whole number plus one to give Parent at least a majority of the members of the Company's Board of Directors), and at the Company shall take all action within its power to cause Parent's designees to be 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 as, requested by Purchasertime, the Company will also use its reasonable best efforts to cause individual directors designated by Parent to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Company's Board of Directors other than any committee of such Board established to take action under this Agreement or the Company Stock Option Agreement and the Board (ii) each board of Directors directors of each Subsidiary of the Company to include persons designated by Purchaser constituting (and each committee thereof) that represents the same percentage of each as such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of individuals represent on the Board of Directors of the Company. The Company shallNotwithstanding the foregoing, upon request by Purchaser, solicit in the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s event that Parent's designees are to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Company's Board of Directors of the CompanyDirectors, until the Effective Time (as defined in Section 1.7) the Time, such Board of Directors of the Company shall have at least two (2) three directors who are directors on the date hereof of this Agreement and who are neither not officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent "Continuing Directors”"); provided furtherthat in the event that the number of Continuing Directors shall be reduced below three for any reason whatsoever, that any remaining Continuing Directors (or Continuing Director, if less than two (2there shall be only one remaining) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall be entitled to designate persons to fill the such vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Continuing Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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 purchase by Purchaser of any of the Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such number of directorsdirectors of good repute, rounded up to the next nearest whole number, of on the Board of Directors of the Company as will give PurchaserParent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of the currently serving directors on the Board of Directors of the Company (giving effect to the directors appointed or elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of the Shares beneficially owned by Parent, Purchaser Parent or any affiliate of their affiliates Parent (including for purposes of this Section 1.3 such of the Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of Shares outstanding; provided, that Parent shall not be entitled to designate a majority of the directors on the Board of Directors unless it and its affiliates beneficially own a majority of the shares of Company Common Stock then issued and outstanding. If, and at At each such times as, requested by Purchasertime, the Company will use its reasonable best efforts to also cause (i) each committee of the Board of Directors Directors, (ii) if requested by Parent, the board of directors of each of the Company Subsidiaries and the Board (iii) if requested by Parent, each committee of Directors of each Subsidiary of the Company such board to include persons designated by Purchaser Parent constituting the same percentage of each such committee and or board as Parent's designees constitute on the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the CompanyDirectors. The Company shall, upon request by PurchaserParent, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors or exercise its best efforts to secure the resignations of the Company such number of directors as is necessary to enable Purchaser’s Parent's designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall use its best efforts to cause Purchaser’s Parent's designees to be so elected; provided, however, that, if Purchaser’s in the event that Parent's designees are appointed or elected to the Board of Directors of the CompanyDirectors, until the Effective Time (as defined in Section 1.72.2 hereof) (x) Xxxx Xxxxxxxxx may continue to serve as a director of the Company and (y) the Board of Directors of the Company shall have at least two (2) three directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal Federal securities laws) of Parent (one or more of such directors, the “"Independent Directors”"); provided further, that if less at any time or from time to time fewer than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no three Independent Directors remain, the other directors, directors shall designate elect to the Board of Directors such number of persons to fill the vacancies who shall not be either neither officers of the Company or nor designees, shareholdersstockholders, affiliates or associates of Parent, and Parent so that the total of such persons and remaining Independent Directors serving on the Board of Directors is at least three. Any such person elected to the Board of Directors pursuant to the second proviso of the preceding sentence shall be deemed to be an Independent Directors Director for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser Parent has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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. Notwithstanding anything in this Agreement to the contrary, following the time directors designated by Parent constitute a majority of the Board of Directors and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required to (i) amend or terminate on behalf of the Company this Agreement or the Company Stock Option Agreement, (ii) exercise or waive any of the Company's rights or remedies hereunder or thereunder, (iii) extend the time for performance of Parent's or Purchaser's obligations hereunder or thereunder or (iv) take any other action required to be taken by the Board of Directors hereunder or thereunder.

Directors. (a) Promptly Effective upon the purchase by Purchaser acceptance for payment of Shares any shares of Company Common Stock pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such the number of directors, rounded up to the next whole number, of the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number Company’s board of directors which that equals the product of (i) the total number of directors on the Board Company’s board of Directors of the Company directors (giving effect to the election of any additional directors elected or appointed pursuant to this sentence Section) and including current directors serving as officers of the Company(ii) multiplied by the percentage that a fraction whose numerator is the aggregate number of Shares shares of Company Common Stock then beneficially owned by Parent, Purchaser Parent or any of their affiliates Acquisition Sub (including for purposes shares of this Section 1.3 such Shares as are Company Common Stock accepted for payment pursuant to the Offer), but excluding Shares held by the Company or any of its Subsidiaries) bears to and whose denominator is the total number of shares of Company Common Stock then issued and outstanding. If, and at the Company shall take all commercially reasonable actions necessary to cause Parent’s designees to be elected or appointed to the Company’s board of directors, including increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such times astime, to the extent requested by PurchaserParent, the Company will also use its all commercially reasonable best efforts actions 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 Company’s board of Directors directors and (ii) each board of the Company and the Board of Directors directors of each Subsidiary of the Company to include persons designated by Purchaser constituting (and each committee thereof) that represents the same percentage as individuals designated by Parent represent on the board of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors directors of the Company. The Company shall, upon request by Purchaser, solicit Notwithstanding the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms provisions of this Section 1.3 and 1.3, the parties hereto shall use their respective commercially reasonable efforts to cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) of the members of the Company’s board of directors, at all times prior to the Effective Time, to be individuals who were directors who are directors of the Company and were not officers or employees of the Company or any of its Subsidiaries on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “Independent Continuing Directors”); provided furtherprovided, however, that if less than at any time prior to the Effective Time there shall be in office only one (1) Continuing Director for any reason, the Company’s board of directors shall cause a person who is not an officer or employee of the Company or any of its Subsidiaries designated by the remaining Continuing Director to fill such vacancy (and such person shall be deemed to be a Continuing Director for all purposes of this Agreement), and if at any time prior to the Effective Time no Continuing Directors then remain, the other directors of the Company then in office shall use reasonable efforts to designate two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the such vacancies who shall are not be either officers or employees or affiliates of the Company Company, its Subsidiaries, Parent or designees, shareholders, Acquisition Sub or any of their respective affiliates or associates of Parent, (and such persons shall be deemed to be Independent Continuing Directors for all purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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 purchase by Purchaser of Shares --------- pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors appointed or elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser or any of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiariessubsidiaries) bears to the total number of shares of Company Common Stock then issued and outstanding. IfAt such times, and at such times as, if requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary subsidiary of the Company as Purchaser’s 's designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s 's designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s 's designees to be so elected; provided, however, that, if -------- ------- Purchaser’s 's designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7hereinafter defined) the Board of Directors of the Company shall have at least two (2) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “"Independent Directors”"); provided further, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 14f- 1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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. Notwithstanding anything in this Agreement to the contrary, during the period after the election of directors designated by Purchaser pursuant to this Section 1.3 but prior to the Effective Time, the Board of Directors of the Company shall delegate to a committee of the Board of Directors of the Company 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 the Company, but excluding a termination pursuant to Section 7.1(c)(ii) hereof, which is not delegated, (ii) the waiver of any of the Company's rights or remedies hereunder, (iii) the extension of the time for performance of Parent's or Purchaser's obligations hereunder, or (iv) the assertion or enforcement of the Company's rights under this Agreement to object to (a) a failure to consummate the Merger for a failure of the condition set forth in Section 6.2 to be satisfied or (b) a termination of this Agreement under Section 7.1(d)(iii).

Directors. (a) Promptly upon the purchase by Purchaser occurrence of Shares pursuant to the OfferAcceptance Time, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser Sub shall be entitled to designate such number of directors, rounded up to the next whole number, of the Board of Directors of directors on the Company Board as will give PurchaserSub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors of the Company equal to at least that number of directors directors, rounded up to the next whole number, which equals is the product of (i) the total number of directors on the Company Board of Directors of the Company (after giving effect to the directors elected or appointed pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by (ii) the percentage that the aggregate (A) such number of Shares beneficially shares of Company Common Stock so accepted for exchange plus the number of shares of Company Common Stock otherwise owned by Parent, Purchaser Sub or any other subsidiary of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) Parent bears to (B) the total number of shares of Company Common Stock then issued and outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaserat such time, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause PurchaserSub’s designees to be so elected; provided, however, that, if Purchaserin the event that Sub’s designees are appointed or elected to the Board of Directors of the CompanyCompany Board, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company Board shall have at least two (2) three directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the U.S. federal securities laws) of Parent or Sub (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, and the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers size of the Company or designees, shareholders, affiliates or associates of Parent, and such persons Board shall be deemed such that Sub’s designees constitute at least a majority of the members of the Company Board. At such time the Company shall also cause individuals designated by Sub to be Independent Directors for purposes constitute the number of this Agreementmembers, rounded up to the next whole number, on (i) each committee of the Company Board Table of Contents and (ii) each board of directors (or similar body) of each subsidiary of the Company identified by Sub (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board. Subject to applicable lawLaw, the Company shall take all action requested by Parent or Sub necessary to effect any such election, including mailing to its stockholders the Information Statement, and the Company shall make such mailing with the mailing of the Schedule 14D-9. In connection with the foregoing, the Company shall promptly take all action necessary pursuant to Section 14(f) accomplish the foregoing, including at the option of Sub, increasing the size of the Exchange Act and Rule 14f-1 promulgated thereunder in order Company Board or obtaining the resignation of such number of its current directors as is necessary to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed enable Sub’s designees to stockholders promptly after the commencement of the Offer (be elected or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect appointed to the Company Board as provided above. Notwithstanding anything in this Agreement to the contrary, following the time directors designated by Sub are elected or appointed to the Board of Directors and its officers and directors as is prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required under Section 14(fto (x) and Rule 14f-1 in order to fulfill its amend or terminate this Agreement on behalf of the Company, (y) exercise or waive any of the Company’s rights or remedies hereunder, or (z) extend the time for performance of Parent’s or Sub’s obligations under this Section 1.3hereunder. Parent and Purchaser will supply shall provide to the Company in writing, and be solely responsible for any information with respect to itself and its nominees, officersdirectors, directors officers and affiliates affiliates, required by such Section 14(f) and Rule 14f-1.

Directors. (a) Promptly upon the purchase of any Shares by the Purchaser of Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by the Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company is equal to that number of directors which equals the product of the total number of directors on the such Board of Directors of the Company (giving effect to the directors elected or appointed designated by Parent pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, the Purchaser or any affiliate of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) Purchaser bears to the total number of shares of Company Common Stock Shares then issued and outstanding. IfIn furtherance thereof, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors has resolved as part of the Company and the Board its approval of Directors of each Subsidiary of the Company this Agreement to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaser, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors upon the request of Parent, and upon the request of Parent, the Company shall promptly increase the size of the Company Board of Directors or use its best efforts to secure the resignations of such number of its incumbent directors as is necessary to enable Purchaser’s Parent's designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 1.3, and shall take all actions available to the Company to cause Purchaser’s Parent's designees to be so elected; provided. At such time, however, thatthe Company shall, if Purchaser’s designees are appointed or elected requested by Parent, take all actions available to it to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Board of Directors of (i) each committee of the CompanyBoard of Directors, until the Effective Time (ii) each board of directors (or similar body) of each Subsidiary (as defined in Section 1.73.1 hereof) the Board of Directors of the Company shall have at least two and (2iii) directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates each committee (or associates (within the meaning of the federal securities lawssimilar body) of Parent each such board. (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2b) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers of the Company or designees, shareholders, affiliates or associates of Parent, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the The Company shall promptly take all action necessary actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunder in order to fulfill its obligations under this Section 1.3 1.3(a) hereof, and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if the Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.31.3(a). Parent and or the Purchaser will shall supply the Company and be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1.. The provisions of this Section 1.3(b) are in addition to and shall not limit any rights which the Purchaser, 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. (c) In the event that Parent's designees are elected to the Board of Directors, subject to the other terms of this Agreement, until the Effective Time (as defined in Section 1.5 hereof), the Board of Directors shall have at least one director who is a director on the date hereof and who is neither an officer of the Company nor a designee, stockholder, affiliate or associate (within the meaning of the federal securities laws) of Parent (one or more of such directors, the "Independent Directors"), provided that, if no Independent Directors remain, the other directors shall designate one person to fill one of the vacancies who shall not be either an officer of the Company or a designee, shareholder, affiliate or associate of the Purchaser and such person shall be deemed to be an Independent Director for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Parent's designees are elected to the Company's Board of Directors, after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective Time (as hereinafter defined), the affirmative vote of a majority of the Independent Directors shall be required to (i) amend or terminate this Agreement on behalf of the Company, (ii) exercise or waive any of the Company's rights, benefits or remedies hereunder, (iii) extend the time for performance of the Purchaser's obligations hereunder or (iv) take any other action by the Company under or in connection with this Agreement required to be taken by the Board of Directors. Section 1.4

Directors. (a) Promptly upon the purchase by Purchaser of any Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, of on the Board of Directors of the Company as will give PurchaserParent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors appointed or elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser Parent or any affiliate of their affiliates Parent (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares of Company Common Stock then issued and Shares outstanding. If, and at At each such times as, requested by Purchasertime, the Company will use its reasonable best efforts to also cause (i) each committee of the Board of Directors Directors, (ii) if requested by Parent, the board of directors of each of the Company Subsidiaries and the Board (iii) if requested by Parent, each committee of Directors of each Subsidiary of the Company such board to include persons designated by Purchaser Parent constituting the same percentage of each such committee and or board as Parent's designees constitute on the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the CompanyDirectors. The Company shall, upon request by PurchaserParent, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors or exercise its best efforts to secure the resignations of the Company such number of directors as is necessary to enable Purchaser’s Parent's designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause Purchaser’s Parent's designees to be so elected; providedPROVIDED, howeverHOWEVER, that, if Purchaser’s in the event that Parent's designees are appointed or elected to the Board of Directors of the CompanyDirectors, until the Effective Time (as defined in Section 1.72.2 hereof) the Board of Directors of the Company shall have at least two (2) directors one director who are directors is a director on the date hereof and who are neither officers is not an officer of the Company nor designeesand is not a designee, stockholdersstockholder, affiliates affiliate or associates associate (within the meaning of the federal securities laws) of Parent (one or more of such directors, the “"Independent Directors”"); provided furtherPROVIDED, FURTHER, that if less than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, directors shall designate persons one person to fill one of the vacancies who shall not be either officers neither an officer of the Company nor a designee, stockholder, affiliate or designees, shareholders, affiliates or associates associate of Parent, and such persons person shall be deemed to be an Independent Directors Director for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser Parent has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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. Notwithstanding anything in this Agreement to the contrary, following the time directors designated by Parent constitute a majority of the Board of Directors and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required to (i) amend or terminate this Agreement on behalf of the Company, (ii) exercise or waive any of the Company's rights or remedies hereunder, (iii) extend the time for performance of Parent's obligations hereunder or (iv) take any other action by the Company in connection with this Agreement required to be taken by the Board of Directors.

Directors. (a) Promptly upon the purchase by Purchaser occurrence of Shares pursuant to the OfferAcceptance Time, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser Sub shall be entitled to designate such number of directors, rounded up to the next whole number, of the Board of Directors of directors on the Company Board as will give PurchaserSub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors of the Company equal to at least that number of directors directors, rounded up to the next whole number, which equals is the product of (i) the total number of directors on the Company Board of Directors of the Company (after giving effect to the directors elected or appointed pursuant to this sentence and including current directors serving as officers of the Companysentence) multiplied by (ii) the percentage that the aggregate (A) such number of Shares beneficially shares of Company Common Stock so accepted for exchange plus the number of shares of Company Common Stock otherwise owned by Parent, Purchaser Sub or any other subsidiary of their affiliates (including for purposes of this Section 1.3 such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) Parent bears to (B) the total number of shares of Company Common Stock then issued and outstanding. If, and at such times as, requested by Purchaser, the Company will use its reasonable best efforts to cause each committee of the Board of Directors of the Company and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the Company. The Company shall, upon request by Purchaserat such time, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall cause PurchaserSub’s designees to be so elected; provided, however, that, if Purchaserin the event that Sub’s designees are appointed or elected to the Board of Directors of the CompanyCompany Board, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company Board shall have at least two (2) three directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the U.S. federal securities laws) of Parent or Sub (one or more of such directors, the “Independent Directors”); provided further, that if less than two (2) Independent Directors remain, and the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the vacancies who shall not be either officers size of the Company or designees, shareholders, affiliates or associates of Parent, and such persons Board shall be deemed such that Sub’s designees constitute at least a majority of the members of the Company Board. At such time the Company shall also cause individuals designated by Sub to be Independent Directors for purposes constitute the number of this Agreementmembers, rounded up to the next whole number, on (i) each committee of the Company Board and (ii) each board of directors (or similar body) of each subsidiary of the Company identified by and (ii) each board of directors (or similar body) of each subsidiary of the Company identified by Sub (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board. Subject to applicable lawLaw, the Company shall take all action requested by Parent or Sub necessary to effect any such election, including mailing to its stockholders the Information Statement, and the Company shall make such mailing with the mailing of the Schedule 14D-9. In connection with the foregoing, the Company shall promptly take all action necessary pursuant to Section 14(f) accomplish the foregoing, including at the option of Sub, increasing the size of the Exchange Act and Rule 14f-1 promulgated thereunder in order Company Board or obtaining the resignation of such number of its current directors as is necessary to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed enable Sub’s designees to stockholders promptly after the commencement of the Offer (be elected or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect appointed to the Company Board as provided above. Notwithstanding anything in this Agreement to the contrary, following the time directors designated by Sub are elected or appointed to the Board of Directors and its officers and directors as is prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required under Section 14(fto (x) and Rule 14f-1 in order to fulfill its amend or terminate this Agreement on behalf of the Company, (y) exercise or waive any of the Company’s rights or remedies hereunder, or (z) extend the time for performance of Parent’s or Sub’s obligations under this Section 1.3hereunder. Parent and Purchaser will supply shall provide to the Company in writing, and be solely responsible for any information with respect to itself and its nominees, officersdirectors, directors officers and affiliates affiliates, required by such Section 14(f) and Rule 14f-1.

Directors. (a) Promptly upon the purchase by Purchaser of any of --------- the Shares pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such number of directorsdirectors of good repute, rounded up to the next nearest whole number, of on the Board of Directors of the Company as will give PurchaserParent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of the currently serving directors on the Board of Directors of the Company (giving effect to the directors appointed or elected or appointed pursuant to this sentence and including current directors serving as officers of the Company) multiplied by the percentage that the aggregate number of the Shares beneficially owned by Parent, Purchaser Parent or any affiliate of their affiliates Parent (including for purposes of this Section 1.3 such of the Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of Shares outstanding; provided, that Parent shall not be entitled to designate a majority of the directors on the Board of Directors unless it and its affiliates beneficially own a majority of the shares of Company Common Stock then issued and outstanding. If, and at At each such times as, requested by Purchasertime, the Company will use its reasonable best efforts to also cause (i) each committee of the Board of Directors Directors, (ii) if requested by Parent, the board of directors of each of the Company Subsidiaries and the Board (iii) if requested by Parent, each committee of Directors of each Subsidiary of the Company such board to include persons designated by Purchaser Parent constituting the same percentage of each such committee and or board as Parent's designees constitute on the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors of the CompanyDirectors. The Company shall, upon request by PurchaserParent, solicit the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors or exercise its best efforts to secure the resignations of the Company such number of directors as is necessary to enable Purchaser’s Parent's designees to be elected to the Board of Directors of the Company in accordance with the terms of this Section 1.3 and shall use its best efforts to cause Purchaser’s Parent's designees to be so elected; provided, however, that, if Purchaser’s in the event that Parent's designees are appointed or elected to the Board of Directors of the CompanyDirectors, until the Effective Time (as defined in Section 1.72.2 hereof) (x) Xxxx Xxxxxxxxx may continue to serve as a director of the Company and (y) the Board of Directors of the Company shall have at least two (2) three directors who are directors on the date hereof and who are neither officers of the Company nor designees, stockholders, affiliates or associates (within the meaning of the federal Federal securities laws) of Parent (one or more of such directors, the “"Independent Directors”"); provided further, that if less at any time or from time to time fewer than two (2) Independent Directors remain, the remaining Independent Director (if any) or if no three Independent Directors remain, the other directors, directors shall designate elect to the Board of Directors such number of persons to fill the vacancies who shall not be either neither officers of the Company or nor designees, shareholdersstockholders, affiliates or associates of Parent, and Parent so that the total of such persons and remaining Independent Directors serving on the Board of Directors is at least three. Any such person elected to the Board of Directors pursuant to the second proviso of the preceding sentence shall be deemed to be an Independent Directors Director for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 14f- 1 if Purchaser Parent has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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. Notwithstanding anything in this Agreement to the contrary, following the time directors designated by Parent constitute a majority of the Board of Directors and prior to the Effective Time, the affirmative vote of a majority of the Independent Directors shall be required to (i) amend or terminate on behalf of the Company this Agreement or the Company Stock Option Agreement, (ii) exercise or waive any of the Company's rights or remedies hereunder or thereunder, (iii) extend the time for performance of Parent's or Purchaser's obligations hereunder or thereunder or (iv) take any other action required to be taken by the Board of Directors hereunder or thereunder.

Directors. (a) Promptly Effective upon the purchase by Purchaser acceptance for payment of Shares any shares of Company Common Stock pursuant to the Offer, and from time to time thereafter as Shares are acquired by Purchaser, Parent or their affiliates, Purchaser shall be entitled to designate such the number of directors, rounded up to the next whole number, of the Board of Directors of the Company as will give Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to that number Company's board of directors which that equals the product of (i) the total number of directors on the Board Company's board of Directors of the Company directors (giving effect to the election of any additional directors elected or appointed pursuant to this sentence Section) and including current directors serving as officers of the Company(ii) multiplied by the percentage that a fraction whose numerator is the aggregate number of Shares shares of Company Common Stock then beneficially owned by Parent, Purchaser Parent or any of their affiliates Acquisition Sub (including for purposes shares of this Section 1.3 such Shares as are Company Common Stock accepted for payment pursuant to the Offer), but excluding Shares held by the Company or any of its Subsidiaries) bears to and whose denominator is the total number of shares of Company Common Stock then issued and outstanding. If, and at the Company shall take all commercially reasonable actions necessary to cause Parent's designees to be elected or appointed to the Company's board of directors, including increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such times astime, to the extent requested by PurchaserParent, the Company will also use its all commercially reasonable best efforts actions 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 Company's board of Directors directors and (ii) each board of the Company and the Board of Directors directors of each Subsidiary of the Company to include persons designated by Purchaser constituting (and each committee thereof) that represents the same percentage as individuals designated by Parent represent on the board of each such committee and the Board of Directors of each Subsidiary of the Company as Purchaser’s designees are of the Board of Directors directors of the Company. The Company shall, upon request by Purchaser, solicit Notwithstanding the resignations of up to two (2) directors on the Company’s Board of Directors and promptly increase the size of the Board of Directors of the Company as is necessary to enable Purchaser’s designees to be elected to the Board of Directors of the Company in accordance with the terms provisions of this Section 1.3 and 1.3, the parties hereto shall use their respective commercially reasonable efforts to cause Purchaser’s designees to be so elected; provided, however, that, if Purchaser’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time (as defined in Section 1.7) the Board of Directors of the Company shall have at least two (2) of the members of the Company's board of directors, at all times prior to the Effective Time, to be individuals who were directors who are directors of the Company and were not officers or employees of the Company or any of its Subsidiaries on the date hereof and (the "Continuing Directors"); provided, however, that if at any time prior to the Effective Time there shall be in office only one (1) Continuing Director for any reason, the Company's board of directors shall cause a person who are neither officers is not an officer or employee of the Company nor designeesor any of its Subsidiaries designated by the remaining Continuing Director to fill such vacancy (and such person shall be deemed to be a Continuing Director for all purposes of this Agreement), stockholdersand if at any time prior to the Effective Time no Continuing Directors then remain, affiliates or associates (within the meaning other directors of the federal securities laws) of Parent (one or more of such directors, the “Independent Directors”); provided further, that if less than Company then in office shall use reasonable efforts to designate two (2) Independent Directors remain, the remaining Independent Director (if any) or if no Independent Directors remain, the other directors, shall designate persons to fill the such vacancies who shall are not be either officers or employees or affiliates of the Company Company, its Subsidiaries, Parent or designees, shareholders, Acquisition Sub or any of their respective affiliates or associates of Parent, (and such persons shall be deemed to be Independent Continuing Directors for all purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Purchaser has not theretofore designated directors) such information with respect to the Company 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 1.3. Parent and Purchaser will supply the Company 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).