Common use of Directors Clause in Contracts

Directors. (a) Promptly following the purchase of and payment for a number of shares of Company Common Stock that satisfies the Minimum Condition, and from time to time thereafter, Purchaser shall be entitled to designate the number of directors, rounded up to the next whole number, on the Board that equals the product of (i) the total number of directors on the Board (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "

Directors. (a) Promptly following Following the purchase of Acceptance Date and the payment by Merger Sub for a such number of shares of Company Common Stock that Shares validly tendered and not properly withdrawn pursuant to the Offer as satisfies the Minimum Condition, subject to compliance with the Company’s certificate of incorporation and from time to time thereafterbylaws and applicable Legal Requirements (including the applicable Marketplace Rules of the NASDAQ), Purchaser Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Company Common Stock Shares beneficially owned by Parent and Purchaser and/or Merger Sub (including shares of Company Common Stock Shares accepted for payment and actually paid for by Merger Sub pursuant to the Offer), upon such acceptance for payment, ) bears to the total number of shares of Company Common Stock Shares outstanding, and, upon Merger Sub’s request at any time following the purchase of and payment for Company Shares pursuant to the Offer, the Company shall take all action within its power to cause Purchaser's Parent’s designees to be elected or appointed to the Company Board, including, without limitation, including by increasing the number of directors, and seeking and accepting resignations of incumbent directors. At Following the Acceptance Date and the payment by Merger Sub for such timenumber of Company Shares validly tendered and not properly withdrawn pursuant to the Offer as satisfies the Minimum Condition, subject to compliance with the Company’s certificate of incorporation and bylaws and applicable Legal Requirements (including the applicable Marketplace Rules of the NASDAQ), upon Merger Sub’s request, the Company will shall also use its best efforts to cause individual directors individuals designated by Purchaser Parent to constitute the number of members, rounded up to the next whole number, on (iA) each committee of the Company Board other than any such committee of such board established to take action under this Agreement and (iiB) each board of directors of each Subsidiary (as defined below) of the Company, Company (and each committee thereof, ) that represents the same percentage as such individuals represent on the Company Board. Notwithstanding the foregoing, in until Parent and/or Merger Sub acquires a majority of the event outstanding Company Shares on a fully-diluted basis, the Company shall use its commercially reasonable efforts to ensure that Purchaser's designees all of the members of the Company Board and such committees and boards as of the date hereof who are to be appointed or elected to not employees of the Board, Company remain members of the Company Board and such committees and boards until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "Time.

Directors. (a) Promptly following upon the purchase of acceptance for payment of, --------- and payment for a for, such number of shares of Company Common Stock that by Merger Sub pursuant to the Offer as satisfies the Minimum ConditionCondition (the "Majority Acquisition"), and -------------------- from time to time thereafter, Purchaser Merger Sub shall be entitled to designate the such number of directorsdirectors on the Board of Directors of the Company, rounded up to the next greatest whole number, on subject to compliance with Section 14(f) of the Board that equals the product of (i) the total number of directors on the Board (giving effect to the election of any additional directors pursuant to this Section) and (ii) the Exchange Act, as shall represent a percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established Directors equal to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) the percentage of the Companyoutstanding shares of Common Stock owned by Merger Sub; provided that, and each committee thereof, that represents from the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, Majority Acquisition until the Effective Time (as defined below)Time, such board of directors shall have at least -------- two directors persons who are directors of the Company on the date of this Agreement and who are not officers hereof shall be directors of the Company (the "CONTINUING DIRECTORSContinuing Directors"); and provided that in the event that further -------------------- --- -------- ------- that, if the number of Continuing Directors shall be reduced below two for any reason whatsoever, 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 as a Continuing Director for purposes of this Agreement or, if no Continuing Directors then remain, the other directors shall designate two persons to fill such vacancies who shall not be officers, directors, stockholders or affiliates of Parent, Merger Sub or the Company, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this AgreementThe Company and its Board of Directors shall, at such time, take all such action needed to cause Merger Sub's designees to be appointed to the Company's Board of Directors. Subject to applicable law, the term "Company shall take all action requested by Parent necessary 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 not later than ten days prior to the scheduled expiration date of the Offer, 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 all information required to be included in the Information Statement with respect to Merger Sub's designees). At such times, the Company will also cause (i) each committee of the Board of Directors, (ii) if requested by Merger Sub, the board of directors of each of the Company's subsidiaries and (iii) if requested by Merger Sub, each committee of such board to include persons designated by Merger Sub constituting the same percentage of each such committee or board as Merger Sub's designees are of the Board. The Company shall, upon request by Merger Sub, promptly increase the size of the Board or exercise its best efforts to secure the resignations of such number of directors as is necessary to enable Merger Sub designees to be elected to the Board and shall cause Merger Sub's designees to be so elected.

Directors. (a) Promptly following upon the purchase of acceptance for payment of, and payment for a number of shares of Company Common Stock that satisfies by Parent or Merger Sub for, any Shares pursuant to the Minimum ConditionOffer, and from time to time thereafter, Purchaser Parent or Merger Sub shall be entitled to designate such number of members of the Board of Directors of the Company as will give Merger Sub, subject to compliance with Section 14(f) of the Exchange Act, representation equal to at least that number of directors, rounded up to the next whole number, on the Board that equals which is the product of (i) the total number of directors on the Board (giving effect to the election of any additional directors elected pursuant to this Sectionsentence) and multiplied by (ii) the percentage that the (A) such number of shares of Company Common Stock beneficially owned by Parent Shares so accepted for payment and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer)Offer plus the number of Shares otherwise owned by Parent, upon such acceptance for payment, Merger Sub or any other subsidiary of Parent bears to (B) the total number of shares of Company Common Stock Shares outstanding, and the Company shall take all action within its power to shall, at such time, cause Purchaser's such designees to be elected or appointed to the Boardso elected; provided, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereofhowever, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's such designees are to be appointed or elected to the BoardBoard of Directors of the Company, until the Effective Time (as defined below), such board Board of directors Directors shall have at least two three directors who are directors on the date of this Agreement and who are not officers will be independent for purposes of Rule 10A-3 under the Company Exchange Act (the "CONTINUING DIRECTORS"“Independent Directors”); and provided that further that, in the event that such event, if the number of Continuing Independent Directors shall be reduced below two three for any reason whatsoever, any remaining Continuing Independent Directors (or Continuing Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who will be independent for purposes of Rule 10A-3 under the Exchange Act, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. As used in this AgreementSubject to applicable Law, the term "Company shall take all action requested by Parent necessary to effect any such 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, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent or Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to such designees). In connection with the foregoing, the Company shall promptly, at the option of Parent, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable such designees to be elected or appointed to the Board of Directors of the Company as provided above.

Directors. (a) Promptly following the purchase of and payment for a number of shares of Company Common Stock Provided that satisfies the Minimum ConditionCondition is satisfied, promptly after Merger Sub accepts for payment and pays for any Shares tendered and not withdrawn pursuant to the Offer (the “Appointment Time”), and from time to time at all times thereafter, Purchaser Merger Sub shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Board that equals of Directors of the Company as is equal to the product of (i) the total number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors elected or designated by Merger Sub pursuant to this Sectionsentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, Merger Sub bears to the total number of shares Shares then outstanding; provided, however, that, subject to applicable Law and the rules of the NYSE, Merger Sub shall be entitled to designate at least a majority of the directors on the Board of Directors of the Company Common Stock outstandingat all times following the Appointment Time. Upon Merger Sub’s request at any time following the Appointment Time, and the Company shall take all action within such actions, including but not limited to filling vacancies or newly created directorships on the Board of Directors of the Company, increasing the size of the Board of Directors of the Company (including by amending the Bylaws of the Company if necessary so as to increase the size of the Board of Directors of the Company) and/or requesting and accepting the resignations of such number of its power incumbent directors, as is reasonably necessary to cause Purchaser's enable Merger Sub’s designees to be so elected or appointed designated to the Board, including, without limitation, increasing Board of Directors of the number of directorsCompany, and seeking and accepting resignations of incumbent directors. At shall cause Merger Sub’s designees to be so elected or designated at such time. The Company shall, upon Merger Sub’s request following the Company will Appointment Time, also use its best efforts to cause individual directors Persons elected or designated by Purchaser Merger Sub to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Board of Directors of the Company of (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Directors of the Company, (ii) each board of directors (or similar body) of each Subsidiary Company Subsidiary, and (as defined belowiii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the rules of the NYSE. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Company, Exchange Act and each committee thereof, that represents the same percentage as such individuals represent on the BoardRule 14f-1 promulgated thereunder. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors The Company shall have at least two directors who are directors on the date promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and who are not officers Rule 14f-1 in order to fulfill its obligations under this Section 1.3(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 Merger Sub’s designees to be elected or designated to the Board of Directors of the Company. Merger Sub shall supply the Company (with, and solely be responsible for, information with respect to Merger Sub’s designees and Parent’s and Merger Sub’s respective officers, directors and affiliates to the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remainingextent required by Section 14(f) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes and Rule 14f-1. The provisions of this Agreement. As used Section 1.3(a) are in this Agreementaddition to and shall not limit any rights that any of Merger Sub, 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 term "election of directors or otherwise.

Directors. (a) Promptly following After the purchase of Purchaser accepts for payment Shares tendered and payment for a number of shares of Company Common Stock that satisfies not properly withdrawn pursuant to the Minimum ConditionOffer (the “Acceptance Time”), and from time to time at all times thereafter, Purchaser Parent shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected or designated by Parent pursuant to this Sectionsentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and Parent, the Purchaser (including shares or any of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, their respective Subsidiaries bears to the total number of shares of Company Common Stock Shares then outstanding. After the Acceptance Time, and the Company shall shall, upon Parent’s request, take all action within its power actions as are necessary or desirable to cause Purchaser's enable Parent’s designees to be so elected or appointed to the Company Board, includingincluding but not limited to promptly filling vacancies or newly created directorships on the Company Board, without limitation, promptly increasing the size of the Company Board (including by amending the Company Bylaws if necessary to increase the size of the Company Board) or promptly securing the resignations of such number of its incumbent directors, and seeking and accepting resignations of incumbent directors. At shall cause Parent’s designees to be so elected or appointed at such time. After the Acceptance Time, the Company will also use its best efforts to shall also, upon Parent’s request, cause individual the directors elected or designated by Purchaser Parent to the Company Board to serve on and constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Company Board, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the Marketplace Rules of The NASDAQ Global Market (the “Nasdaq”). After the Acceptance Time, the Company shall also, upon Parent’s request, take all action necessary to elect to be treated as a “controlled company” as defined belowby Nasdaq Marketplace Rule 5615(c)(1) and make all necessary filings and disclosures associated with such status. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that Parent, the Company, and each committee thereof, that represents the same percentage Purchaser or any of their respective affiliates may have as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed a record holder or elected beneficial owner of Shares as a matter of applicable Law with respect to the Board, until the Effective Time (as defined below), such board election of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "otherwise.

Directors. (a) Promptly following Effective upon the purchase of and acceptance for payment for a number by Merger Sub of shares of Company Common Stock that satisfies pursuant to the Minimum ConditionOffer (the "APPOINTMENT TIME"), and from time to time thereafter, Purchaser Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this SectionSection 1.3) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser or Merger Sub (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance accepted for payment, ) bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power reasonably necessary to cause PurchaserParent's designees to be elected or appointed to the BoardCompany's Board of Directors, including, without limitation, at the option of Parent, increasing the number of directors, and or seeking and accepting resignations of incumbent directors. At such time, or both; PROVIDED, HOWEVER, that prior to the Effective Time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number Company's Board of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors Directors shall always have at least two members who were directors who are directors on the date of this Agreement and who are not officers of the Company prior to consummation of the Offer (the each, a "CONTINUING DIRECTORSDIRECTOR"); provided that in the event that . If the number of Continuing Directors shall be is reduced below to fewer than two for any reason whatsoeverprior to the Effective Time, any the remaining and departing Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons a person to fill such vacancies who the vacancy. Notwithstanding anything in this Agreement to the contrary, if Parent's designees are elected to the Company's Board of Directors prior to the Effective Time, the affirmative vote of a majority of the Continuing Directors shall be deemed required for the Company to be Continuing Directors for purposes (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement. As used in , (b) waive any of the Company's rights, benefits or remedies hereunder, (c) extend the time for performance of Parent's and Merger Sub's respective obligations hereunder, or (d) approve any other action by the Company which is reasonably likely to adversely affect the interests of the stockholders of the Company (other than Parent, Merger Sub and their affiliates (other than the Company and its Subsidiaries)) with respect to the transactions contemplated by this Agreement, the term ".

Directors. (a) Promptly following Upon the purchase of Offer Closing and payment for a number of shares of Company Common Stock that satisfies the Minimum Condition, and from time to time all times thereafter, Purchaser subject to compliance with applicable Laws and the applicable rules of NASDAQ, Merger Sub shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (after giving effect to the election of any additional directors elected or designated by Merger Sub pursuant to this Sectionsentence) and multiplied by (ii) the percentage that the aggregate number of shares of Company Common Stock beneficially owned by Parent Parent, Merger Sub and Purchaser (including shares any of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, their Subsidiaries bears to the total number of shares of Company Common Stock then outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "“beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company and the Company Board shall, upon Merger Sub’s request at any time following the Offer Closing, take all such actions necessary to (A) appoint to the Company Board the individuals designated by Merger Sub and permitted to be so designated by the first sentence of this Section 1.3, including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Merger Sub’s designees to be so elected or designated to the Company Board, and (B) cause Merger Sub’s designees to be so appointed at such time. The Company shall, upon Merger Sub’s request following the Offer Closing, also cause Persons elected or designated by Merger Sub to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of each committee of the Company Board to the extent permitted by applicable Laws and the rules of NASDAQ. From and after the Offer Closing, the Company shall, at Parent’s request, take all action necessary to elect to be treated as a “controlled company” as defined in the rules of NASDAQ and make all necessary filings and disclosures associated with such status. The Company’s obligations under this Section 1.3 shall be subject to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-l in order to fulfill its obligations under this Section 1.3, including mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) of the Exchange Act and Rule 14f-l as is necessary to enable Merger Sub’s designees to be elected or designated to the Company Board. Merger Sub shall supply the Company with, and be solely responsible for, information with respect to Merger Sub’s designees and Parent’s and Merger Sub’s respective officers, directors and Affiliates to the extent required by Section 14(f) of the Exchange Act and Rule 14f-l.

Directors. (a) Promptly following After the purchase of Purchaser accepts for payment Shares tendered and payment for a number of shares of Company Common Stock that satisfies not properly withdrawn pursuant to the Minimum ConditionOffer and this Agreement (the “Acceptance Time”), and from time to time at all times thereafter, Purchaser Parent shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected or designated by Parent pursuant to this Sectionsentence) and (ii) multiplied by the percentage that the aggregate number of shares Common Shares Beneficially Owned by Parent, the Purchaser or any of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, their respective Affiliates bears to the total number of shares Common Shares then outstanding (including, in each case, any outstanding securities of the Company that are convertible or exchangeable into or exercisable for Common Stock outstandingShares on an as-converted basis). After the Acceptance Time, the Company shall, upon Parent’s request, take all actions as are necessary or desirable to enable Parent’s designees to be so elected or designated to the Company Board, including but not limited to promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the Company Bylaws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors, and shall cause Parent’s designees to be so elected or designated at such time. After the Acceptance Time, the Company shall take all action within its power to also, upon Parent’s request, cause Purchaser's designees to be the directors elected or appointed designated by Parent to the Board, including, without limitation, increasing the number of directors, Company Board to serve on and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Company Board, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the Marketplace Rules of the NASDAQ Global Market (“NASDAQ”). After the Acceptance Time, the Company shall also, upon Parent’s request, take all action necessary to elect to be treated as a “controlled company” as defined belowby NASDAQ Marketplace Rule 5615(c)(1) and make all necessary filings and disclosures associated with such status. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that Parent, the Company, and each committee thereof, that represents the same percentage Purchaser or any of their respective Affiliates may have as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed a record holder or elected Beneficial Owner of Shares as a matter of applicable Law with respect to the Board, until the Effective Time (as defined below), such board election of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "otherwise.

Directors. (a) Promptly As promptly as practicable following the purchase date hereof, and in any event within four (4) business days hereof, the Company agrees that the Board and all applicable committees of the Board shall take all actions necessary to (i) increase the size of the Board from seven (7) to eight (8) directors and payment (ii) appoint the Nominee as a director of the Company to serve on the Board and to the Nominating and Corporate Governance Committee with a term expiring at the 2017 Annual Meeting of Shareholders. The size of the 2017 Class shall be automatically reduced to two members as of the date of the Company’s 2017 Annual Meeting of Shareholders, and the Company and the Board shall use reasonable best efforts to cause the appointment at any time prior to the six month anniversary of the date hereof of a new director who has been recommended to the Board by the Nominating and Corporate Governance Committee. In addition, the Company agrees that the Board and all applicable committees of the Board (unless the Board determines in good faith that doing so would violate the Board’s fiduciary duties under applicable law or unless there has been a material breach of this Agreement by Privet Group, and so long as Xx. Xxxxxxxx has passed a background check in the manner reasonably satisfactory to the Board) shall take all actions necessary to include the Nominee on the Company’s slate of nominees for the election of directors at the 2017 Annual Meeting and recommend and solicit proxies for the election of the Nominee at the 2017 Annual Meeting in the same manner as for the other nominees nominated by the Board at the 2017 Annual Meeting, subject to the terms and conditions of the following paragraph. If the Nominee is elected to serve as director at the 2017 Annual Meeting then he should continue to serve on the Nominating and Governance Committee of the Board. The members of the Privet Group agree that the Company’s and the Board’s obligations in this Section 2.1 shall terminate, and the Nominee shall offer to the Board his resignation as a number member of the Board (and all committees thereof), at such time (the “Trigger Event Resignation Date”) as the Privet Group’s aggregate Beneficial Ownership of Common Stock decreases to less than (x) to the extent prior to the date of the 2017 Annual Meeting of Shareholders, 5.00% of the outstanding shares of Company Common Stock that satisfies and (y) to the Minimum Conditionextent after the date of the 2017 Annual Meeting of Shareholders of the Company, 3.50% of the outstanding shares of Common Stock. By entering into this Agreement, Nominee hereby irrevocably agrees to offer to the Board his resignation as a member of the Board (and all committees thereof) on the earlier of (x) the Trigger Event Resignation Date, and from time (y) the date that the Board delivers a written request to time thereafterthe Nominee and the Privet Group for the Nominee’s resignation under the circumstances described in, Purchaser and in accordance with, Section 3.1(b). The Parties acknowledge that Nominee, upon appointment or election to the Board, will be subject to the same protections and obligations regarding confidentiality, conflicts of interest, fiduciary duties, trading and disclosure and other governance guidelines and policies (collectively, “Company Policies”), and shall be required to preserve the confidentiality of the Company’s business and information, including discussions or matters considered in or for meetings of the Board or related thereto, and shall have the same rights and benefits, including with respect to insurance, indemnification, exculpation, compensation and fees, as are applicable to the independent directors of the Company. In furtherance of the foregoing, Nominee shall not share any reports, meeting materials, notices, draft minutes or other materials or information received by him in his capacity as a member of the Board with any of his Affiliates. As a condition to the Company’s obligation to nominate Nominee for election at the Company’s 2017 Annual Meeting of Shareholders, Nominee shall have provided any and all information required to be disclosed in a proxy statement or other filing under applicable law or that is otherwise consistent with the information that is required to be disclosed by all other persons standing for election as a director of the Board, stock exchange rules or listing standards, along with any additional information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal obligations, and to consent to appropriate background checks. Nominee represents and warrants to the Company that all such written information that he has heretofore provided to the Company in accordance with this Section 2.1 is and has been accurate and complete in all material respects. In the event that the Nominee (i) voluntarily resigns as a director of the Company or (ii) is unable to serve as a director of the Company due to death or incapacity or due to any removal without cause, the Privet Group shall be entitled to designate recommend a substitute person(s) to fill the number resulting vacancy, subject to (x) the approval of a majority of the Nominating and Corporate Governance Committee, it being understood that the Nominating and Corporate Governance Committee cannot unreasonably withhold their consent to such a replacement candidate and that a good faith belief that a replacement candidate’s appointment would not be in the best interest of the Company or its business does not constitute an unreasonable withholding of consent, and (y) the Board’s good faith customary due diligence process, including review of a directors’ and officers’ questionnaire, rounded up background check and interviews. In the event the Nominating and Corporate Governance Committee does not accept a substitute person recommended by the Privet Group, the Privet Group will have the right to recommend additional substitute person(s) for consideration by the next whole number, on Nominating and Corporate Governance Committee. Upon the approval of a replacement by the Board that equals the product of acting in good faith (i) the total number of directors on the Board (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed subject to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time’s good faith customary due diligence process), the Company Board will also use its best efforts take such actions as necessary to cause individual directors designated by Purchaser to constitute the number of members, rounded up appoint such replacement nominee to the next whole number, on (i) each committee of Board no later than five business days after the Board other than any such committee Nominating and Corporate Governance Committee approval of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "replacement nominee.

Directors. (a) Promptly following the purchase of and payment for a number of shares of Company Common Stock Provided that satisfies the Minimum ConditionCondition is satisfied, promptly after the first time that Purchaser accepts for payment any Shares tendered and not validly withdrawn pursuant to the Offer (the “Acceptance Time”), and from time to time at all times thereafter, Purchaser shall be entitled to designate the elect or designate, from time to time, such number of directors, rounded up to the next whole number, on the Company Board that equals of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors elected or designated by Purchaser pursuant to this Sectionsentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid Shares accepted for payment pursuant to the Offer), upon such acceptance for payment, Offer and any Top-Up Option Shares) bears to the total number of shares of Company Common Stock Shares then outstanding. Upon Purchaser’s request at any time following the Acceptance Time, and the Company shall as promptly as practicable take all action within actions, including filling vacancies or newly created directorships on the Company Board of Directors, increasing the size of the Company Board of Directors (including by amending the Company Bylaws if necessary so as to increase the size of the Company Board of Directors) and/or using its power commercially reasonable efforts to cause secure the resignations of such number of its incumbent directors, in each case as is reasonably necessary to enable Purchaser's ’s designees to be so elected or appointed designated to the Board, including, without limitation, increasing the number Company Board of directorsDirectors, and seeking and accepting resignations of incumbent directors. At shall as promptly as practicable cause Purchaser’s designees to be so elected or designated at such time. The Company shall, upon Purchaser’s request following the Company will Acceptance Time, also use its best efforts to cause individual directors Persons elected or designated by Purchaser to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of Directors of (i) each committee of the Company Board other than any such committee of such board established to take action under this Agreement and Directors, (ii) each the board of directors of each Company Subsidiary and (as defined belowiii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the Nasdaq Marketplace Rules. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Company, Exchange Act and each committee thereof, that represents the same percentage as such individuals represent on the BoardRule 14f-1 promulgated thereunder. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors The Company shall have at least two directors who are directors on the date promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and who are not officers of Rule 14f-1 in order to fulfill its obligations under this Section 1.3(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. Purchaser shall supply the "CONTINUING DIRECTORS"); provided that in Company with, and solely be responsible for, information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and affiliates to the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remainingextent required by Section 14(f) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes and Rule 14f-1. The provisions of this Agreement. As used Section 1.3(a) are in this Agreementaddition 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 term "election of directors or otherwise.

Directors. (a) Promptly following upon the purchase of acceptance for payment of, and payment for a number of shares of Company Common Stock that satisfies for, Shares by ACo pursuant to the Minimum ConditionOffer, and from time to time thereafter, Purchaser ACo shall be entitled to designate the number of directors, rounded up to the next whole number, on the Board that equals the product of (i) the total such number of directors on the TPC Board (giving effect of Directors as will give ACo, subject to compliance with Section 14(f) of the Exchange Act, a majority of such directors, and TPC shall, at such time, cause ACo's designees to be so elected by its existing Board of Directors; PROVIDED, HOWEVER, that in the event that ACo's designees are elected to the election TPC Board of any additional Directors, until the Effective Time such Board of Directors shall have at least three directors pursuant to who are directors of TPC on the date of this Section) Agreement (the "INDEPENDENT DIRECTORS"); and (ii) the percentage that PROVIDED FURTHER that, in such event, if the number of shares Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors or Director shall designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of Company Common Stock beneficially owned by Parent and Purchaser (including shares this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who shall not be officers or affiliates of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number TPC or any of shares its Subsidiaries or of Company Common Stock outstandingPHI or any of its Subsidiaries, and the Company such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, TPC shall take all action within requested by PHI necessary to effect any such election, including mailing to its power stockholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and TPC agrees to cause Purchasermake such mailing with the mailing of the Schedule 14D-9 (provided that ACo shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to ACo's designees). In connection with the foregoing, TPC will promptly, at the option of PHI, either increase the size of TPC's Board of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable ACo's designees to be elected or appointed to the Board, including, without limitation, increasing the number TPC's Board of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (Directors as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "above.

Directors. (a) Promptly following Upon the purchase Offer Acceptance Time and all times thereafter, subject to compliance with applicable Laws and the applicable rules of and payment for a number of shares of Company Common Stock that satisfies the Minimum Condition, and from time to time thereafterNYSE, Purchaser shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (after giving effect to the election of any additional directors elected or designated by Purchaser pursuant to this Sectionsentence) and multiplied by (ii) the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent Parent, Purchaser and Purchaser (including shares any of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, their Subsidiaries bears to the total number of shares of Company Common Stock then outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term "in Rule 13d-3 under the Exchange Act. The Company and the Company Board shall, upon Purchaser’s request at any time following the Offer Acceptance Time, take all such actions necessary to (A) appoint to the Company Board the individuals designated by Purchaser and permitted to be so designated by the first sentence of this Section 1.3(a), including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Company Board, and (B) cause Purchaser’s designees to be so appointed at such time. The Company shall, upon Purchaser’s request following the Offer Acceptance Time, also cause Persons elected or designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Company Board of each committee of the Company Board to the extent permitted by applicable Laws and the rules of the NYSE. From and after the Offer Acceptance Time, the Company shall, at Parent’s request, take all action necessary to elect to be treated as a “controlled company” as defined in the rules of the NYSE 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-l promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-l in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) of the Exchange Act and Rule 14f-l as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board. Purchaser shall supply the Company with, and be solely responsible for, information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and Affiliates to the extent required by Section 14(f) of the Exchange Act and Rule 14f-l.

Directors. (a) Promptly following Effective upon the purchase of and payment for a number of shares of Company Common Stock that satisfies the Minimum Condition, Acceptance Time and from time to time thereafterthereafter (including upon acceptance of Company Common Stock tendered during any subsequent offering period), Purchaser Parent shall be entitled to designate designate, to serve on the Company’s board of directors, the number of directors, rounded up to the next whole number, on the Board that equals the product of determined by multiplying: (i) the total number of directors on the Board Company’s board of directors (giving effect to any increase in the election size of any additional the Company’s board of directors effected pursuant to this Section) and Section 1.3(a)); by (ii) a fraction having a numerator equal to the percentage that the aggregate number of shares of Company Common Stock then beneficially owned by Parent and Purchaser or Acquisition Sub (including all shares of Company Common Stock paid accepted for payment pursuant to the Offer), upon such acceptance for payment, bears and having a denominator equal to the total number of shares of Company Common Stock outstandingthen issued and outstanding (provided, and however, that, in no event shall Parent’s director designees constitute less than a majority of the entire board of directors of the Company after the Acceptance Time). The Company shall take all action within its power necessary to cause Purchaser's Parent’s designees to be elected or appointed to the Board, including, without limitation, increasing the number Company’s board of directors, and 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. At such timeFrom and after the Acceptance Time, to the extent requested by Parent, the Company will shall also use its best efforts to cause individual directors individuals designated by Purchaser Parent to constitute the number of members, rounded up to the next whole number, on on: (i1) each committee of the Board other than any such committee Company’s board of such board established to take action under this Agreement directors; and (ii2) each the board of directors of each Subsidiary (as defined below) of the Company, Company (and each committee thereof, ) that represents at least the same percentage as such individuals designated by Parent represent on the Boardboard of directors of the Company. After the Acceptance Time, upon Parent’s request, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by Nasdaq Stock Market Rule 4350(c) and make all necessary filings and disclosures associated with such status. Notwithstanding the foregoingprovisions of this Section 1.3, in the event that Purchaser's designees are Company shall use commercially reasonable efforts to be appointed or elected ensure that, at all times after the Acceptance Time and prior to the BoardEffective Time, until at least two of the Effective Time (as defined below), such members of the Company’s board of directors shall have at least two are individuals who were directors who are directors of the Company on the date of this Agreement and who are not officers (“Continuing Directors”); each of whom shall be “independent directors” as defined by Rule 5605(a)(2) of the Company Nasdaq Marketplace Rules; provided, however, that: (x) if at any time after the "CONTINUING DIRECTORS"); provided that in Acceptance Time and prior to the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if Effective Time there shall be only one remaining) Continuing Director serving as a director of the Company for any reason, then the Company’s board of directors shall cause an individual who satisfies the aforementioned independence requirements and selected by the remaining Continuing Director to be appointed to serve on the Company’s board of directors (and such individual shall be entitled deemed to designate persons be a Continuing Director for all purposes under this Agreement); and (y) if at any time after the Acceptance Time and prior to fill the Effective Time no Continuing Directors remain on the Company’s board of directors, then the Company’s board of directors shall appoint two individuals who satisfy the aforementioned independence requirements and who are not officers, employees or Affiliates of the Company, Parent or Acquisition Sub to serve on the Company’s board of directors (and such vacancies who individuals shall be deemed to be Continuing Directors for all purposes of under this Agreement. As used in this Agreement, the term ").

Directors. (a) Promptly following Upon the purchase of Acceptance Time and payment for a number of shares of Company Common Stock that satisfies the Minimum Condition, and from time to time all times thereafter, Purchaser subject to compliance with applicable Laws and the applicable rules of the Applicable Exchange, Merger Sub shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (after giving effect to the election of any additional directors elected or designated by Merger Sub pursuant to this Sectionsentence) and multiplied by (ii) the percentage that the aggregate number of shares of Company Common Stock beneficially owned by Parent Parent, Merger Sub and Purchaser (including shares each of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, their Subsidiaries bears to the total number of shares of Company Common Stock then outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "“beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company and the Company Board shall, upon Merger Sub’s request at any time following the Acceptance Time, take all such actions necessary to implement the foregoing. In the event that Merger Sub’s designees are elected or designated to the Company Board pursuant to this Section 1.3, then, until the Effective Time, the Company shall cause the Company Board to maintain at least three (3) independent directors who are members of the Company Board on or prior to the date hereof and who are not officers, directors or employees of Parent, Merger Sub, or any of their Subsidiaries (the “Continuing Directors”). Notwithstanding anything in this Agreement to the contrary, after the Acceptance Time and until the Effective Time, the affirmative vote of a majority of the Continuing Directors shall be required (i) for the Company to amend or terminate this Agreement, (ii) to exercise or waive any of the Company’s rights hereunder, (iii) to amend the Company’s certificate of incorporation, or (iv) to take any other action of the Company Board under or in connection with this Agreement. The Company’s obligations under this Section 1.3 shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder and Parent and Merger Sub supplying the Company with information with respect to Merger Sub’s designees and Parent’s and Merger Sub’s respective officers, directors and Affiliates to the extent required by Section 14(f) of the Exchange Act and Rule 14f-1. Parent and Merger Sub shall be solely responsible for any such information supplied by Parent and Merger Sub.

Directors. (a) Promptly following After the purchase of Purchaser accepts for payment Shares tendered and payment for a number of shares of Company Common Stock that satisfies not properly withdrawn pursuant to the Minimum ConditionOffer (the “Acceptance Time”), and from time to time at all times thereafter, Purchaser Parent shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected or designated by Parent pursuant to this Sectionsentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and Parent, the Purchaser (including shares or any of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, their respective Subsidiaries bears to the total number of shares Shares then outstanding. After the Acceptance Time, the Company shall, upon Parent’s request, take all actions as are necessary or desirable to enable Parent’s designees to be so elected or designated to the Company Board, including but not limited to promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Common Stock outstandingBoard (including by amending the Company Bylaws if necessary to increase the size of the Company Board) or promptly securing the resignations of such number of its incumbent directors, and shall cause Parent’s designees to be so elected or designated at such time. After the Acceptance Time, the Company shall take all action within its power to also, upon Parent’s request, cause Purchaser's designees to be the directors elected or appointed designated by Parent to the Board, including, without limitation, increasing the number of directors, Company Board to serve on and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Company Board, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the Marketplace Rules of The NASDAQ Global Market (the “Nasdaq”). After the Acceptance Time, the Company shall also, upon Parent’s request, take all action necessary to elect to be treated as a “controlled company” as defined belowby Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that Parent, the Company, and each committee thereof, that represents the same percentage Purchaser or any of their respective affiliates may have as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed a record holder or elected beneficial owner of Shares as a matter of applicable Law with respect to the Board, until the Effective Time (as defined below), such board election of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "otherwise.

Directors. (a) Promptly following upon the purchase by Purchaser pursuant to the Offer of and payment for a such number of shares of Company Common Stock that satisfies Shares as shall satisfy the Minimum Condition, and from time to time thereafter, Purchaser shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as shall give Purchaser representation on the Company Board equal to the product of (i) the total number of directors on the Company Board (after giving effect to any increase in the election number of any additional directors pursuant to this SectionSection 1.3) and (ii) the percentage that the such number of shares of Company Common Stock beneficially owned by Parent and Purchaser Shares so purchased (including shares of Company Common Stock paid Shares accepted for pursuant to payment and the Offer), upon such acceptance for payment, purchased Top-Up Shares) bears to the total number of shares of Company Common Stock Shares outstanding, and the Company shall, 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 take all action within its power to cause Purchaser's ’s designees to be so elected or appointed appointed; provided, however, that Parent shall be entitled to designate at least a majority of the Board, including, without limitation, increasing directors on the number Company Board (as long as Parent and its Affiliates Beneficially Own a majority of directors, and seeking and accepting resignations the Shares of incumbent directorsthe Company). At such timeSubject to subsection (c) of this Section 1.3, the Company will shall also use its best efforts to cause individual directors individuals designated by Purchaser to constitute the number same percentage as such individuals represent of members, rounded up to the next whole number, entire Company Board (but no less than a majority) on the following: (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Company Board; (ii) each board Board of directors Directors and each committee thereof of each wholly owned Subsidiary of the Company and (as defined belowiii) the designees, appointees or other similar representatives of the Company on each Board of Directors (or other similar governing body) and each committee thereof of each non-wholly owned Subsidiary. The Company’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the CompanyExchange Act. At the request of Purchaser, the Company shall take all actions necessary to effect any such election or appointment of Purchaser’s designees, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and each committee thereofRule 14f-l promulgated thereunder which, that represents unless Purchaser otherwise elects, shall be so mailed together with the same percentage as such individuals represent on the BoardSchedule 14D-9. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected Parent and Purchaser shall supply to the BoardCompany all information with respect to themselves and their respective officers, until the Effective Time (as defined below), directors and Affiliates required by such board of directors shall have at least two directors who are directors on the date of this Agreement Section and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "Rule.

Directors. (a) Promptly following after such time as Sub purchases Shares pursuant to the purchase of and payment for a Offer, Sub shall be entitled, to the fullest extent permitted by law, to designate at its option up to that number of directors, rounded to the nearest whole number, of the Company's Board of Directors, subject to compliance with Section 14(f) of the Exchange Act, as will make the percentage of the Company's directors designated by Sub equal to the percentage of the aggregate voting power of the shares of Company Common Stock held by Parent or any of its Subsidiaries; provided, however, that satisfies the Minimum Condition, and from time to time thereafter, Purchaser shall be entitled to designate the number of directors, rounded up if Sub's designees are elected to the next whole number, on the Board that equals the product of (i) the total number of directors on the Board (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) Directors of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board Board of directors Directors shall have at least two three directors who are directors of the Company on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORSContinuing Directors"); and provided that further that, in the event that such event, (i) if the number of Continuing Directors shall be reduced below two three for any reason whatsoever, any the remaining Continuing Directors (or Continuing DirectorDirector shall designate a person or persons to fill such vacancy or vacancies, if there each of whom shall be only one remainingdeemed to be an Continuing Director for purposes of this Agreement or (ii) if no Continuing Directors then remain, the other directors shall be entitled to designate three persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its subsidiaries, or officers or affiliates of Parent or any of its subsidiaries, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement, and in the case of either clause (i) or (ii) Sub shall cause such person or persons to be elected to fill such vacancy or vacancies. As used in Following the election or appointment of Sub's designees pursuant to this Section 6.3 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Company Charter or the Amended and Restated Bylaws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Sub or Parent or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors of the Company with respect to this Agreement, will require the term "concurrence of a majority of the Continuing Directors and, except as required by applicable law, no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. To the fullest extent permitted by applicable law, the Company shall take all action requested by Parent that is reasonably necessary 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, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company will promptly, at the option of Parent, to the fullest extent permitted by law, the Company Charter and the Amended and Restated Bylaws of the Company, either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to the Company's Board of Directors as provided above.

Directors. (a) Promptly following upon the purchase of acceptance for payment of, and payment for a number of by Merger Sub for, any shares of Company Common Stock that satisfies pursuant to the Minimum ConditionOffer, and from time to time thereafterParent, Purchaser U.S. Parent or Merger Sub shall be entitled to designate designate, from time to time, such number of directors on the Company Board as will give Merger Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, on the Board that equals which is the product of (ia) the total number of directors on the Company Board (giving effect to the election of any additional directors elected pursuant to this Sectionsentence) and multiplied by (iib) the percentage that (i) such number of shares of Company Common Stock so accepted for payment and paid for by Merger Sub plus the number of shares of Company Common Stock beneficially otherwise owned by Parent, U.S. Parent and Purchaser (including shares or Merger Sub or any other subsidiary of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, Parent bears to (ii) the total number of such shares of Company Common Stock outstanding, and the Company shall take all action within its power to shall, at such time, cause Purchaser's Merger Sub’s designees to be elected or appointed to the Boardso elected; provided, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereofhowever, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's Merger Sub’s designees are to be appointed or elected to the Company Board, until the Effective Time (as defined below), such board of directors the Company Board shall have at least two three directors who are directors Directors on the date of this Agreement and who are not officers will be independent for purposes of Rule 10A-3 under the Company Exchange Act (the "CONTINUING DIRECTORS"“Independent Directors”); provided that provided, further that, in the event that such event, if the number of Continuing Independent Directors shall be reduced below two three for any reason whatsoever, any remaining Continuing Independent Directors (or Continuing Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who will be independent for purposes of Rule 10A-3 under the Exchange Act, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. As used in this AgreementSubject to applicable Law, the term "Company shall take all action requested by Parent or U.S. Parent necessary 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, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Merger Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board as provided above. At such time, the Company shall take all action necessary 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 Board and (B) each board of directors of each Company Subsidiary (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board.

Directors. (a) Promptly The Company agrees it shall cause the 2006 Annual Meeting to occur no later than July 6, 2006. The Company shall cause the Board and all applicable committees of the Board to nominate each of the Knightspoint Nominees, the Xxxxxxxxxx Nominees and the Independent Nominees for election to the Board (collectively, the “Company Nominees”) at the 2006 Annual Meeting and to solicit votes for each of these nominees’ election in the same manner as votes are solicited for each of the Xxxxxxxxxx Nominees. The Company shall cause the Board to recommend that the Company’s stockholders vote for the Company Nominees as Directors of the Company at the 2006 Annual Meeting and the Company shall include this recommendation in its proxy materials for the 2006 Annual Meeting. The Company shall cause the proxy used for the 2006 Annual Meeting to solicit authority to vote for the Company Nominees at the 2006 Annual Meeting. The Company shall use commercially reasonable efforts to solicit proxies in favor of the election of the Company Nominees at the 2006 Annual Meeting. The Company shall cause the Board to take all necessary action so that effective as of the election of Directors at the 2006 Annual Meeting the size of the Board shall be fixed at nine members. If any Independent Nominee cannot serve as a Director on the date of the 2006 Annual Meeting but can serve at a later date prior to the Company’s 2007 Annual Meeting of Stockholders (the “2007 Annual Meeting”), the Knightspoint Entities and the Company agree (i) to appoint such Independent Nominee to the Board at the time such person is able to serve following the purchase 2006 Annual Meeting and (ii) to hold open the Director seat created pursuant to the preceding sentence for the purpose of and payment for appointing such Independent Nominee. If any Knightspoint Nominee is unable or elects not to continue to serve as a number of shares of Company Common Stock that satisfies Director once elected after the Minimum Condition2006 Annual Meeting, and from time to time thereafter, Purchaser then the Knightspoint Entities shall be entitled to designate select a replacement Director, and each of the number Knightspoint Entities and the Xxxxxxxxxx Entities shall cause its respective Directors to elect such replacement Director. If any Xxxxxxxxxx Nominee is unable or elects not to continue to serve as a Director once elected at the 2006 Annual Meeting, then the Xxxxxxxxxx Entities shall be entitled to select a replacement Director, and each of directorsthe Knightspoint Entities and the Xxxxxxxxxx Entities shall cause its Directors to elect such replacement Director. If any Independent Director is unable or elects not to continue to serve as a Director once elected at the 2006 Annual Meeting, rounded up then the Company shall select a replacement Director, and each of the Knightspoint Entities and the Xxxxxxxxxx Entities shall cause its Directors to the next whole number, on elect such replacement Director. The Company and the Board that equals shall not submit any matters to a stockholder vote at the product of 2006 Annual Meeting other than: (i) the total number election of directors on the Board (giving effect Company Nominees to the election of any additional directors pursuant to this Section) Board, and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee ratification of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) appointment of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "’s outside auditor.

Directors. (a) Promptly following Subject to compliance with applicable Law, promptly upon the purchase of and payment by Purchaser for a Shares pursuant to the Offer representing at least such number of shares of Company Common Stock that satisfies Shares as shall satisfy the Minimum Condition, and from time to time thereafterthereafter as Shares are acquired by Purchaser, Purchaser shall be entitled to designate the for appointment or election such number of directors, rounded up to the next whole number, on the Board that equals of Directors of Company as is equal to the product of (i) the total number of directors on the Board of Directors of Company (determined after giving effect to the election of any additional directors pursuant to elected as contemplated by this Sectionsentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, or its Affiliates bears to the total number of Shares then outstanding (including for this purpose all Shares that are accepted for payment pursuant to the Offer, but excluding any shares of held by Company Common Stock outstandingand its Subsidiaries), and the Company shall promptly take all action within its power actions necessary to cause allow Purchaser's ’s designees to be elected or appointed to the Boardso elected, including, without limitationif necessary, (1) calling for a meeting of the Board of Directors and/or shareholders of Company to elect Purchaser’s designees, (2) to the extent necessary, calling for a meeting of the Board of Directors and shareholders of the Company for the purpose of increasing the size of such Board of Directors or obtaining the resignation of such number of directorsits directors as is necessary to give effect to the foregoing provision and (3) registering at least one Share, duly endorsed and seeking and accepting resignations delivered by the Purchaser or its Affiliates for this purpose, in the name of incumbent directorseach such designee in the books of Company to qualify him or her as a director. At such time, Company shall also, upon the Company will also use its best efforts to request of Purchaser, cause individual directors such persons designated by Purchaser to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on Company’s Board of Directors of (i) each committee of Company’s Board of Directors, subject to compliance with applicable securities laws and the Board other than any such committee rules of such board established to take action under this Agreement the Nasdaq Global Market (“NASDAQ”), SRC and PSE, and (ii) each board of directors (or similar body) of each Subsidiary (as defined below) of the Company, Company and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), of each such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "similar body).

Directors. (a) Promptly following Upon the purchase Offer Acceptance Time and all times thereafter, subject to compliance with applicable Legal Requirements and the applicable Marketplace Rules of and payment for a number of shares of Company Common Stock that satisfies the Minimum Condition, and from time to time thereafterNASDAQ, Purchaser shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Board that equals of Directors of the Company as is equal to the product of (i) the total number of directors on the Board of Directors of the Company (after giving effect to the election of any additional directors elected or designated by Purchaser pursuant to this Sectionsentence) and multiplied by (ii) the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent Parent, Purchaser and Purchaser (including shares any of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, their Subsidiaries bears to the total number of shares of Company Common Stock Shares then outstanding, and the Company Parent shall take all action within its power be entitled to cause Purchaser's have such designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee classes of the Board other than any such committee of such board established Directors of the Company so as to take action under this Agreement and (ii) each board be evenly distributed as possible among the three classes of directors of each Subsidiary (as defined below) the Board of Directors of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term "in Rule 13d-3 under the Exchange Act. The Company and the Board of Directors of the Company shall, upon Purchaser’s request at any time following the purchase of and payment for Shares pursuant to the Offer, take all such actions necessary to (A) appoint to the Board of Directors of the Company the individuals designated by Purchaser and permitted to be so designated by the first sentence of this Section 1.3(a), including promptly filling vacancies or newly created directorships on the Board of Directors of the Company, promptly increasing the size of the Board of Directors of the Company (including by amending the bylaws of the Company if necessary so as to increase the size of the Board of Directors of the Company) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Board of Directors of the Company, and (B) cause Purchaser’s designees to be so appointed at such time. The Company shall, upon Purchaser’s request following the Offer Acceptance Time, also cause Persons elected or designated by Purchaser to constitute the same percentage (rounded up to the next whole number) as is on the Board of Directors of the Company of each committee of the Board of Directors of the Company to the extent permitted by applicable Legal Requirements and the NASDAQ Marketplace Rules. From and after the Offer Acceptance Time, the Company shall, at Parent’s request, take all action necessary to elect to be treated as a “controlled company” as defined by NASDAQ Marketplace Rule 5615(c)(1) 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-l promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-l in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders (together with the Schedule 14D-9) the information required by Section 14(f) of the Exchange Act and Rule 14f-l as is necessary to enable Purchaser’s designees to be elected or designated to the Board of Directors of the Company. Purchaser shall supply the Company with, and be solely responsible for, information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and Affiliates to the extent required by Section 14(f) of the Exchange Act and Rule 14f-l. 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 Subsidiaries may have as a record holder or beneficial owner of Shares as a matter of applicable Legal Requirements with respect to the election of directors or otherwise.

Directors. (a) Promptly following upon the purchase of and payment for a number of shares of Company Common Stock that satisfies any Shares by Parent or Purchaser pursuant to the Minimum ConditionOffer, and from time to time thereafter, Purchaser Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (ix) the total number of directors on the Company Board (giving effect to the election of any additional the directors designated by Parent pursuant to this Sectionsentence) and (iiy) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid Shares so accepted for pursuant to the Offer), upon such acceptance for payment, payment bears to the total number of shares of Company Common Stock Shares then outstanding. In furtherance thereof, and the Company shall take all action within shall, upon request of Parent, use its power reasonable best efforts promptly either to cause Purchaserincrease the size of the Company Board or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent's designees to be so elected or appointed to the Company Board, including, without limitation, increasing and shall take all actions available to the number of directors, and seeking and accepting resignations of incumbent directorsCompany to cause Parent's designees to be so elected. At such time, the Company will shall also use its best efforts to cause individual directors persons designated by Purchaser Parent to constitute the number of members, rounded up to the next whole number, have appropriate representation on (i) each committee of the Board other than any such committee of such board established Company Board. The Company shall promptly take all actions required pursuant to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined belowSection 14(f) of the CompanyExchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.03, including mailing to stockholders (as part of the Schedule 14D-9 or otherwise) the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company Board (provided that Purchaser shall have provided to the Company on a timely basis all information required to be included with respect to Purchaser's designees). Parent shall supply to the Company in writing, and each committee thereofbe solely responsible for, that represents any information with respect to itself and its nominees, officers, directors and affiliates required by the same percentage as such individuals represent on the Boardaforementioned Section 14(f) and Rule 14f-1. Notwithstanding the foregoing, in In the event that PurchaserParent's designees are to be appointed or elected to the Company Board, until the Effective Time (as defined belowhereinafter defined), such board of directors the Company Board shall have at least two three directors who are directors on the date of this Agreement and who are not officers of the Company hereof (the "CONTINUING DIRECTORSOriginal Directors"); provided that that, in the event that such event, if the number of Continuing Original Directors shall be reduced below two three for any reason whatsoever, any remaining Continuing Original Directors (or Continuing Original Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Original Directors for purposes of this Agreement or, if no Original Director then remains, the other directors shall designate three persons to fill such vacancies who shall not be stockholders, affiliates or associates of Parent or Purchaser, and such persons shall be deemed to be Original Directors for purposes of this Agreement. As used Notwithstanding anything in this Agreement to the contrary, in the event that Parent's designees are elected to the Company Board prior to the Effective Time, the affirmative vote of a majority of the Original Directors shall be required for the Company to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) exercise or waive any of the term "Company's rights, benefits or remedies hereunder, (c) extend the time for performance of Parent's and Purchaser's respective obligations hereunder, (d) take any other action by the Company Board under or in connection with this Agreement, or (e) approve any other action by the Company which could adversely affect the interests of the stockholders of the Company (other than Parent, Purchaser and their affiliates (other than the Company and its Subsidiaries)), with respect to the Transactions.

Directors. (a) Promptly following Subject to compliance with applicable Law and the purchase articles of incorporation and bylaws of the Company, promptly upon the payment by Merger Sub for a Shares pursuant to the Offer representing at least such number of shares of Company Common Stock that satisfies Shares as shall satisfy the Minimum ConditionCondition (the “Election Time”), and from time to time at all times thereafter, Purchaser Parent shall be entitled to elect or designate the such number of directorsdirectors on the Company Board (“Directors”), rounded up to the next whole number, on the Board that equals as is equal to the product of (i) the total number of directors on the Board Directors (determined after giving effect to the election of any additional directors Directors elected or appointed pursuant to this Sectionsentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and Purchaser Merger Sub and their respective Affiliates (as defined in Section 9.3(a) hereof) at such time (including shares of Company Common Stock paid Shares so accepted for payment pursuant to the Offer), upon such acceptance for payment, Offer and any Top-Up Shares (as defined in Section 1.5(a) hereof) actually acquired by Merger Sub) bears to the total number of shares Shares then outstanding (disregarding any outstanding Company Stock Options or Company Warrants or any other rights to acquire Shares). In furtherance thereof, the Company shall, upon request of Company Common Stock outstandingParent, subject to compliance with applicable Law and the Company shall articles of incorporation and bylaws of the Company, promptly (and in any event no later than one Business Day after such request by Parent) (i) take all such actions as are necessary or desirable to appoint to the Company Board the individuals so designated by Parent pursuant to this Section 1.4, including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by action within its power of the Company Board and by the amendment of the bylaws of the Company, if necessary) and/or promptly seeking the resignations of such number of incumbent directors as is necessary or desirable to cause Purchaser's enable Parent’s designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, Company Board and seeking and accepting resignations of incumbent directors. At such time, (ii) cause Parent’s designees to be elected to the Company will Board. The Company shall, upon request of Parent at any time after the Election Time, subject to compliance with applicable Law and the articles of incorporation and bylaws of the Company, also promptly use its reasonable best efforts to cause individual directors individuals designated by Purchaser Parent to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (iA) each committee of the Company Board other than any such committee of such board established to take action under this Agreement and (iiincluding, without limitation, the audit committee), (B) each board of directors (or similar body) of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company and (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors C) each committee (or Continuing Director, if there shall be only one remainingsimilar body) shall be entitled to designate persons to fill of each such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "board.

Directors. (a) Promptly following Effective upon the purchase fulfillment of the Minimum Condition and upon the acceptance for payment for a number of the shares of Company Common Stock that satisfies pursuant to the Minimum ConditionOffer, and from time to time thereafter, Purchaser Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Board Company’s board of directors that equals the product of (i) the total number of directors on the Board Company’s board of directors (giving effect to the election of any additional directors pursuant to this Section) and (ii) a fraction whose numerator is the percentage that the aggregate number of shares of Company Common Stock then beneficially owned by Parent and Purchaser or Acquisition Co. (including shares of Company Common Stock paid accepted for payment pursuant to the Offer), upon such acceptance for payment, bears to and whose denominator is the total number of shares of Company Common Stock then outstanding, and the Company shall take all action within its power commercially reasonable actions necessary to cause Purchaser's Parent’s designees to be elected or appointed to the BoardCompany’s board of directors, including, without limitation, including increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, to the extent requested by Parent, the Company will also use its reasonable best efforts (i) to cause individual directors individuals designated by Purchaser Parent to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee Company’s board of such directors, that represents the same percentage as the individuals designated by Parent represent on the board established to take action under this Agreement of directors of the Company and (ii) each to cause individuals designated by Parent to constitute all of the members of the board of directors of each Subsidiary (as defined in Section 3.1 below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoingprovisions of this Section 1.3, in the event that Purchaser's designees are parties hereto shall use their reasonable best efforts to cause at least two of the members of the Company’s board of directors, at all times prior to the Effective Time, to be appointed individuals who were directors of the Company and were not officers or elected employees of the Company or any Subsidiary on the date hereof and who each meet the requirements for being considered “disinterested” under Section 302A.673 of the MBCA (the “Continuing Directors”); provided, however, that if at any time prior to the Board, until the Effective Time (as defined below)there shall be in office only one Continuing Director for any reason, such the Company’s board of directors shall have at least two directors cause a person who are directors on the date of this Agreement and who are is not officers an officer or employee of the Company or any Subsidiary 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 "CONTINUING DIRECTORS"); provided that in the event that the number of Effective Time no Continuing Directors then remain, the other directors of the Company then in office shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled use their reasonable best efforts to designate two persons to fill such vacancies who are not officers or employees or affiliates of the Company, its Subsidiaries, Parent or Acquisition Co. or any of their respective affiliates and who each meet the requirements for being considered “disinterested” under Section 302A.673 of the MBCA (and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. As used in this Agreement, the term ").

Directors. (a) Promptly following upon the purchase of and acceptance for payment for a number any Shares (including, without limitation, all Shares subject to the Tender and Option Agreement) by Acquisition Sub or any affiliate of shares of Company Common Stock that satisfies Acquisition Sub pursuant to the Offer or the Tender and Option Agreement which represents the Minimum Condition, and from time to time thereafter, Purchaser Acquisition Sub shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board that equals as is equal to the product of (i) the total number of directors then serving on the such Board (after giving effect to the election of any additional directors designated by Acquisition Sub pursuant to this Section) and (ii) multiplied by the percentage that ratio of the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent Acquisition Sub and Purchaser (including shares any of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears its affiliates to the total number of shares Shares then outstanding. The Company shall, upon request of Company Common Stock outstandingAcquisition Sub, and the Company shall take all action within its power necessary to cause PurchaserAcquisition Sub's designees to be elected or appointed to the Board, including, without limitation, increasing the size of the Board or, at the Company's election, securing the resignations of such number of directorsits incumbent directors as is necessary to enable Acquisition Sub's designees to be so elected or appointed to the Board, and seeking and accepting resignations of incumbent directorsshall cause Acquisition Sub's designees to be so elected or appointed. At such time, the Company will shall also use its best efforts to cause individual directors persons designated by Purchaser Acquisition Sub to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Board of (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Board, (ii) each board of directors (or similar body) of each Subsidiary (as defined below) of the Company, Company and (iii) each committee thereof, that represents the same percentage as (or similar body) of each such individuals represent on the Boardboard. Notwithstanding the foregoing, in In the event that PurchaserAcquisition Sub's designees are to be appointed or elected to the Board, until the Effective Time (as defined below)Time, such board of directors the Board shall have at least two directors who are directors on the date of this Agreement and who are not officers hereof (the "Company Directors"). In such event, if either of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two is unable to serve for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there the other directors shall be only one remaining) shall be entitled to designate persons a person to fill such vacancies vacancy who shall not be deemed a designee, shareholder or affiliate of Acquisition Sub to be Continuing Directors a Company Director for purposes of this Agreement. As used Notwithstanding anything in this AgreementAgreement to the contrary, in the event that Acquisition Sub's designees are elected to the Board, after the acceptance for payment of shares of Common Stock pursuant to the Offer and prior to the Effective Time, the term "affirmative vote of the Company Directors shall be required to (a) amend or terminate this Agreement by the Company, (b) exercise or waive any of the Company's rights, benefits or remedies hereunder, (c) extend the time for performance of Acquisition Sub's respective obligations hereunder or (d) take any other action by the Board of Directors of the Company in connection with this Agreement.

Directors. (a) Promptly following After the purchase of and Purchaser accepts for payment for a such number of Shares tendered and not properly withdrawn as represents no less than a majority of the voting power of the shares of capital stock of the Company Common Stock that satisfies then outstanding (determined on a fully diluted basis) pursuant to the Minimum ConditionOffer (the “Acceptance Time”), and from time to time at all times thereafter, the Purchaser shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected or designated by the Purchaser pursuant to this Sectionsentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and Purchaser (its direct or indirect wholly-owned Subsidiaries, including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for paymentPurchaser, bears to the total number of shares Shares then outstanding. After the Acceptance Time, the Company shall, upon the Purchaser’s request, take all actions as are necessary or desirable to enable the Purchaser’s designees to be so elected or designated to the Company Board, including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Common Stock outstandingBoard (including by amending the Company Bylaws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors, and shall cause the Purchaser’s designees to be so elected or designated at such time (any and all members of the Company Board immediately prior to any designees of the Purchaser joining the Company Board and who remain on the Company Board after any designees of the Purchaser join the Company Board, the “Continuing Directors”). If at any time the number of directors who are Continuing Directors is reduced to zero, then the other directors on the Company Board shall designate and appoint to the Company Board one director who is not a stockholder or affiliate of Parent or the Purchaser (other than as a result of such designation) and such director shall be deemed to be a Continuing Director for purposes of this Agreement. After the Acceptance Time, the Company shall take all action within its power to also, upon the Purchaser’s request, cause Purchaser's designees to be the directors elected or appointed designated by the Purchaser to the Board, including, without limitation, increasing the number of directors, Company Board to serve on and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Company Board, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the listing requirements of the NASDAQ Global Market (“NASDAQ”). After the Acceptance Time, the Company shall also, upon the Purchaser’s request, take all action necessary to elect to be treated as a “controlled company” as defined belowby NASDAQ Rule 4350(c) and make all necessary filings and disclosures associated with such status. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that Parent or its direct or indirect Subsidiaries, including the CompanyPurchaser, and each committee thereof, that represents the same percentage may have as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed a record holder or elected beneficial owner of Shares as a matter of applicable Law with respect to the Board, until the Effective Time (as defined below), such board election of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "otherwise.

Directors. (a) Promptly following Effective upon the purchase acceptance for payment of and payment for a number of shares of Company Common Stock that satisfies Shares pursuant to the Minimum ConditionOffer, and from time to time thereafter, Purchaser Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board that equals of Directors of the Company as will give Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to the product of (i) the total number of directors on the Board of Directors of the Company (giving effect to the election increase in the size of any additional directors such Board pursuant to this SectionSection 1.3) and (ii) the percentage that the number of shares of Company Common Stock votes represented by Shares beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid Shares accepted for payment pursuant to the Offer), upon such acceptance for payment, ) bears to the total number of shares votes represented by Shares then outstanding. In furtherance thereof, at such time the Company shall, upon request of Company Common Stock outstandingParent and in compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, promptly take all action (including, without limitation, increasing the size of its Board of Directors or securing the resignations of such number of its incumbent directors, or both), as is necessary to enable such designees of Parent to be so elected or appointed to the Company's Board of Directors, and the Company shall take all action within its power actions available to the Company to cause Purchaser's such designees of Parent to be so elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directorsappointed. At such time, the Company will shall, if requested by Parent, also use its best efforts take all action necessary to cause individual directors persons designated by Purchaser Parent to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company's Board of Directors of (i) each committee of the Company's Board other than any such committee of such board established to take action under this Agreement and Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (as defined belowiii) each committee (or similar body) of each such board. Subject to applicable law, the Company shall promptly take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder (or, at Parent's request, furnishing such information to Parent for inclusion in the Offer Documents initially filed with the SEC and distributed to the stockholders of the Company) as is necessary to enable Parent's designees to be elected to the Company's Board of Directors. Each of Parent and Merger Sub shall furnish to the Company, and each committee thereofbe solely responsible for, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoingany information with respect to itself and its nominees, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers affiliates required by Section 14(f) of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "Exchange Act and Rule 14f-1 promulgated thereunder.

Directors. (a) Promptly following Effective upon the purchase of and acceptance for payment for a number by Merger Sub of shares of Company Common Stock that satisfies pursuant to the Minimum ConditionOffer (the “Appointment Time”), and from time subject to time thereafterSection 1.3(b), Purchaser Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this SectionSection 1.3) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser or Merger Sub (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance accepted for payment, ) bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power reasonably necessary to cause Purchaser's Parent’s designees to be elected or appointed to the Company Board, including, without limitation, at the option of Parent, increasing the number of directors, and or seeking and accepting resignations of incumbent directors. At such time, or both; provided, however, that prior to the Effective Time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall always have at least two members who were directors who are directors on the date of this Agreement and who are not officers of the Company prior to consummation of the Offer (the "CONTINUING DIRECTORS"each, a “Continuing Director”); provided that in the event that . If the number of Continuing Directors shall be is reduced below to fewer than two for any reason whatsoeverprior to the Effective Time, any the remaining and departing Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons a person to fill such vacancies who the vacancy. Notwithstanding anything in this Agreement to the contrary, if Parent’s designees are elected to the Company Board prior to the Effective Time, the affirmative vote of a majority of the Continuing Directors shall be deemed required for the Company to be Continuing Directors for purposes (i) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement. As used in , (ii) waive any of the Company’s rights, benefits or remedies hereunder, (iii) extend the time for performance of Parent’s and Merger Sub’s respective obligations hereunder, or (iv) approve any other action by the Company which is reasonably likely to adversely affect the interests of the Company Stockholders (other than Parent, Merger Sub and their affiliates (other than the Company and its Subsidiaries)) with respect to the transactions contemplated by this Agreement, the term ".

Directors. (a) Promptly following After the purchase of Purchaser accepts for exchange Shares tendered and payment for a not properly withdrawn pursuant to the Offer representing at least such number of shares of Company Common Stock that satisfies Shares as shall satisfy the Minimum ConditionCondition in accordance with the terms of the Offer and this Agreement (the “Acceptance Time”), and from time to time at all times thereafter, the Purchaser shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected or designated by the Purchaser pursuant to this Sectionsentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and Purchaser (its direct or indirect wholly-owned Subsidiaries, including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for paymentPurchaser, bears to the total number of shares Shares then outstanding. After the Acceptance Time, the Company shall, upon the Purchaser’s request, take all actions as are necessary or desirable to enable the Purchaser’s designees to be so elected or designated to the Company Board, including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Common Stock outstandingBoard (including by amending the Company Bylaws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors, and shall cause the Purchaser’s designees to be so elected or designated at such time (any and all members of the Company Board immediately prior to any designees of the Purchaser joining the Company Board and who remain on the Company Board after any designees of the Purchaser join the Company Board, the “Continuing Directors”). After the Acceptance Time, the Company shall take all action within its power to also, upon the Purchaser’s request, cause Purchaser's designees to be the directors elected or appointed designated by the Purchaser to the Board, including, without limitation, increasing the number of directors, Company Board to serve on and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Company Board, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the listing requirements of NASDAQ. After the Acceptance Time, the Company shall also, upon the Purchaser’s request, take all action necessary to elect to be treated as a “controlled company” as defined belowby NASDAQ Rule 4350(c) and make all necessary filings and disclosures associated with such status. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that Parent or its direct or indirect Subsidiaries, including the CompanyPurchaser, and each committee thereof, that represents the same percentage may have as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed a record holder or elected beneficial owner of Shares as a matter of applicable Law with respect to the Board, until the Effective Time (as defined below), such board election of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "otherwise.

Directors. (a) Promptly following upon the purchase of and payment for a number of any shares of Company Common Stock that satisfies by Merger Sub pursuant to the Minimum ConditionOffer which represent at least a majority of the shares of Company Common Stock outstanding on a Fully Diluted Basis and at all times thereafter and subject to Section 1.03(b), and from time to time thereafter, Purchaser Merger Sub shall be entitled to designate the elect such number of directors, rounded up to the next whole number, on the Company’s Board that equals of Directors as is equal to the product of (i) the total number of directors on the Company’s Board of Directors (giving effect to the election of any additional directors elected or designated by Merger Sub pursuant to this Sectionsentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock beneficially owned by Parent Merger Sub and Purchaser (including shares any of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, its Affiliates bears to the total number of shares of Company Common Stock outstandingthen outstanding (such directors which Merger Sub is entitled to elect pursuant to this sentence, the “Merger Sub Designees”). The Company shall, upon Merger Sub’s request at any time following the purchase of and payment for shares of Company Common Stock pursuant to the Offer which represent at least a majority of the shares of Company Common Stock outstanding on a Fully Diluted Basis, take such reasonable actions, including promptly filling vacancies or newly created directorships on the Company’s Board of Directors, promptly increasing the size of the Company’s Board of Directors and/or promptly requesting the resignations of such number of its incumbent directors as are necessary to enable the Merger Sub Designees to be so elected or designated to the Company’s Board of Directors, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors the Merger Sub Designees to be so elected or designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any at such committee of such board established to take action time. The Company’s obligations under this Agreement and (iiSection 1.03(a) each board of directors of each Subsidiary (as defined belowshall be subject to Section 14(f) of the Company, Exchange Act and each committee thereof, that represents the same percentage as such individuals represent on the BoardRule 14f-1 promulgated thereunder. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors The Company shall have at least two directors who are directors on the date promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and who are not officers Rule 14f-1 in order to fulfill its obligations under this Section 1.03(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. Merger Sub shall supply the Company (with, and be solely responsible for, information with respect to the "CONTINUING DIRECTORS"); provided that in Merger Sub Designees and Parent’s and Merger Sub’s respective officers, directors and Affiliates to the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remainingextent required by Section 14(f) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "and Rule 14f-1.

Directors. (a) Promptly following upon the purchase of acceptance for payment of, and payment for for, a number of shares of Company Viasoft Common Stock by Merger Sub pursuant to the Offer that satisfies the Minimum Tender Condition, and from time to time thereafter, Purchaser shall Merger Sub will be entitled to designate the for appointment or election to Viasoft's Board of Directors, upon written notice to Viasoft, such number of directors, persons so that the designees of Merger Sub constitute the same percentage (but in no event less than a majority) of Viasoft's Board of Directors (rounded up to the next whole number) as the percentage of Shares acquired in connection with the Offer. Viasoft will, on upon Merger Sub's request, promptly increase the size of the Board that equals of Directors and/or secure the product resignations of (i) the total such number of directors on the Board (giving effect as is necessary to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to cause Purchaserenable Merger Sub's designees to be elected or appointed to the BoardBoard of Directors and will cause Merger Sub's designees to be so elected. Subject to applicable law, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company Viasoft will also use its best efforts take all action requested by Compuware necessary to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than effect any such committee of such board established election, including mailing to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined belowits shareholders the Information Statement containing the information required by Section 14(f) of the CompanyExchange Act and Rule 14f-1 promulgated thereunder, and each committee thereof, Viasoft agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that represents the same percentage as such individuals represent Merger Sub will have provided to Viasoft on the Board. Notwithstanding the foregoing, a timely basis all information required to be included in the event that PurchaserInformation Statement with respect to Merger Sub's designees). Following the election or appointment of Merger Sub's designees are pursuant to be appointed or elected this Section 6.7, and prior to the BoardEffective Time, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date any amendment or termination of this Agreement and who are not officers Agreement, extension for the performance or waiver of the Company obligations or other acts of Compuware or Merger Sub or exercise or waiver of Viasoft's rights or remedies hereunder, will require the concurrence of a majority of Viasoft's directors (the "CONTINUING DIRECTORS"); provided that in the event that the number including, if Compuware so elects, a majority of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors Viasoft's non-employee directors) (or Continuing Directorthe concurrence of the sole remaining director, if there shall be is only one remaining) shall be entitled to designate then in office who are directors of Viasoft on the date hereof, or are directors (other than directors designated by Merger Sub in accordance with this Section 6.7) designated by such persons or person to fill such vacancies who shall be deemed to be any vacancy (the "Continuing Directors for purposes of this Agreement. As used in this Agreement, the term Directors").

Directors. (a) Promptly following upon the purchase satisfaction of the Minimum Tender Condition and the acceptance for payment of, and payment for a number of shares of by Merger Sub for, any Company Common Stock that satisfies Shares pursuant to the Minimum ConditionOffer, Merger Sub shall, subject to compliance with Section 14(f) of the Exchange Act and from time to time thereafterRule 14f-1 promulgated thereunder, Purchaser shall be entitled to designate such number of directors on the Company Board as will give Merger Sub representation on the Company Board equal to that number of directors, rounded up down to the next whole number, on the Board that equals which is the product of (ia) the total number of directors on the Company Board (giving effect to the election of any additional directors elected pursuant to this Sectionsentence) and multiplied by (iib) a fraction, the percentage that numerator of which is the number of shares Company Common Shares so accepted for payment and paid for by Merger Sub and the denominator of which is the number of Company Common Stock beneficially owned by Parent and Purchaser (including shares Shares outstanding at the time of acceptance for payment of Company Common Stock paid for Shares pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to shall, promptly upon such designation by Merger Sub, cause PurchaserMerger Sub's designees to be elected or appointed to the Company Board; provided, includinghowever, without limitation, increasing that during the number period commencing with the election or appointment of directors, and seeking and accepting resignations of incumbent directors. At such time, Merger Sub's designees to the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below)or earlier termination of this Agreement, such board of directors the Company Board shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company or representatives of any affiliates of the Company (the "CONTINUING DIRECTORSIndependent Directors"); and provided further, however, that in the event that if during such period the number of Continuing Independent Directors shall be reduced below two for any reason whatsoever, any the remaining Continuing Independent Directors (or Continuing Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill any such vacancies who shall be deemed to be Continuing Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, affiliates, associates or shareholders of Parent or Merger Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. As used in Subject to applicable law, the Company shall take all action requested by Parent for the purpose of effecting any such election or appointment of Merger Sub's designees. In connection with the foregoing, the Company shall promptly, at the option of Merger Sub, either increase the size of the Company Board or accept the resignations (which resignations the Company will obtain on or before the date of this Agreement, and which resignations shall only be effective as of the term "time of, and shall be conditional upon, acceptance for payment of any Company Common Shares pursuant to the Offer) of such number of its current directors as is necessary to enable Merger Sub's designees to be elected or appointed to the Company Board as provided above. Prior to the Effective Time, the Company shall cause each member of the Company Board, other than Merger Sub's designees, to execute and deliver a letter effectuating his or her resignation as a director of the Company Board effective immediately prior to the Effective Time.

Directors. (a) Promptly following after Purchaser first accepts for payment any Shares tendered and not withdrawn pursuant to the purchase of and payment for a number of shares of Company Common Stock that satisfies Offer (the Minimum Condition“Appointment Time”), and from time to time thereafterthereafter as Shares are accepted for payment by Purchaser, Purchaser shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors elected or designated by Purchaser pursuant to this Sectionsentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent Parent, Purchaser and Purchaser (including shares any of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, its affiliates bears to the total number of shares Shares then outstanding; provided that in no event shall the number of Purchaser designees constitute less than a majority of the Company Common Stock outstandingBoard of Directors. The Company shall, upon Purchaser’s request at any time following the purchase of and payment for Shares pursuant to the Offer, take such actions, including but not limited to promptly (and in any event to the extent reasonably practicable within one (1) Business Day) filling vacancies or newly created directorships on the Company Board of Directors, promptly (and in any event to the extent reasonably practicable within one Business Day) increasing the size of the Company Board of Directors (including by amending the Amended and Restated Certificate of Incorporation of the Company (the “Company Certificate”), the Amended and Restated Bylaws of the Company (the “Company Bylaws”, and together with the Company shall take all action Certificate, the “Company Governing Documents”) of the Company if necessary so as to increase the size of the Company Board of Directors) and/or promptly (and in any event to the extent reasonably practicable within one Business Day) securing the resignations of such number of its power incumbent directors as are necessary or desirable to cause enable Purchaser's ’s designees to be so elected or appointed designated to the Board, including, without limitation, increasing the number Company Board of directorsDirectors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also shall use its best efforts to cause individual directors Purchaser’s designees to be so elected or designated at such time. Any and all members of the Company Board of Directors immediately prior to such appointments by Parent who remain on the Company Board after such appointments by Parent shall be referred to as “Continuing Directors” and each a “Continuing Director”. The Company shall, upon Purchaser’s request following the Appointment Time, also cause Persons elected or designated by Purchaser to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of Directors of (i) each committee of the Company Board other than any such committee of such board established to take action under this Agreement and Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (as defined belowiii) each committee (or similar body) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoingboard, in the event that Purchaser's designees are to be appointed or elected each case to the Board, until extent permitted by applicable Law and the Effective Time Marketplace Rules of the Nasdaq Global Market (as defined belowthe “Nasdaq”), such board of directors . The Company shall have at least two directors who are directors on the date promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and who are not officers of Rule 14f-1 in order to fulfill its obligations under this Section 1.3(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. Purchaser shall supply the "CONTINUING DIRECTORS"); provided that in Company with information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and affiliates to the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remainingextent required by Section 14(f) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes and Rule 14f-1. The provisions of this Agreement. As used Section 1.3(a) are in this Agreementaddition 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 term "election of directors or otherwise.

Directors. (a) Promptly following the purchase of and payment for a number of shares of Company Common Stock that satisfies the Minimum Condition, and from time to time thereafter, Purchaser shall be entitled to designate the number of directors, rounded up to the next whole number, on the Board that equals the product of (i) the total number of directors on the Board (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORSContinuing Directors"); provided that in the -------------------- event that the number of Continuing Continu- ing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Con tinuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "Subsidiary" when used with respect to any ---------- party means any corporation or other organization, whether incorporated or unincorporated, of which such party directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization, or any organization of which such party is a general partner.

Directors. (a) Promptly following Subject to applicable Law and provided that the purchase of Minimum Tender Condition is satisfied, promptly after Acquisition Sub accepts for payment and payment pays for a number of any shares of Company Common Stock that satisfies tendered and not withdrawn pursuant to the Minimum ConditionOffer (the “Appointment Time”), and from time to time at all times thereafter, Purchaser Acquisition Sub shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Board that equals board of directors of the Company as is equal to the product of (i) the total number of directors on the Board board of directors of the Company (giving effect to the election of any additional directors elected or designated by Acquisition Sub pursuant to this Sectionsentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, Acquisition Sub bears to the total number of shares of Company Common Stock then outstanding; provided, however, that, subject to applicable Law and the rules of the NYSE, Acquisition Sub shall be entitled to designate at least a majority of the directors on the board of directors of the Company shall at all times following the Appointment Time. Upon Acquisition Sub’s request at any time following the Appointment Time, the Company shall, subject to the terms of the Restated Certificate of Incorporation and the Bylaws of the Company, take all action within such actions, including but not limited to filling vacancies or newly created directorships on the board of directors of the Company, increasing the size of the board of directors of the Company (including by amending the Bylaws of the Company if necessary so as to increase the size of the board of directors of the Company) and/or requesting and accepting the resignations of such number of its power incumbent directors, as is reasonably necessary to cause Purchaser's enable Acquisition Sub’s designees to be so elected or appointed designated to the Board, including, without limitation, increasing board of directors of the number of directorsCompany, and seeking and accepting resignations of incumbent directors. At shall cause Acquisition Sub’s designees to be so elected or designated at such time. The Company shall, upon Acquisition Sub’s request following the Company will Appointment Time, also use its best efforts to cause individual directors Persons elected or designated by Purchaser Acquisition Sub to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the board of directors of the Company of (i) each committee of the Board other than any such committee board of such board established to take action under this Agreement and directors of the Company, (ii) each board of directors (or similar body) of each Subsidiary (as defined below) subsidiary of the Company, and (iii) each committee thereof, that represents the same percentage as (or similar body) of each such individuals represent on the Board. Notwithstanding the foregoingboard, in each case to the event that Purchaser's extent permitted by applicable Law and the rules of the NYSE. The Company’s obligations under this Section 2.4(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 2.4(a), including mailing to the Company’s 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 Acquisition Sub’s designees are to be appointed elected or elected designated to the Board, until the Effective Time (as defined below), such board of directors of the Company. Parent shall have at least two supply the Company with, and solely be responsible for, information with respect to Acquisition Sub’s designees and Parent’s and Acquisition Sub’s respective officers, directors who are directors on and affiliates to the date extent required by Section 14(f) and Rule 14f-1. The provisions of this Agreement Section 2.4(a) are in addition to and who are shall not officers limit any rights that any of Acquisition Sub, Parent or any of their respective affiliates may have as a record holder or beneficial owner of shares of Company Common Stock as a matter of applicable Law with respect to the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number election of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (directors or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "otherwise.

Directors. (a) Promptly following upon the purchase of acceptance for payment of, and payment for a number of shares of Company Common Stock that satisfies by Acquisition for, all Xxxxxxxx Shares tendered and not withdrawn pursuant to the Minimum ConditionOffer, and from time to time thereafter, Purchaser Acquisition shall be entitled to designate such number of directors on the Board of Directors of Xxxxxxxx as will give Acquisition, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors, rounded up to the next whole number, on number (and in no event less than a majority of the Board that equals of Directors), which is the product of (ia) the total number of directors on the such Board of Directors (giving effect to the election of any additional directors elected pursuant to this Sectionsentence) multiplied by (b) the percentage that (i) such number of Xxxxxxxx Shares so accepted for payment and paid for by Acquisition or otherwise owned by Acquisition and its affiliates bears to (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock Xxxxxxxx Shares outstanding, and the Company shall take all action within its power to Xxxxxxxx shall, at such time, cause PurchaserAcquisition's designees to be elected or appointed to the Boardso elected; provided, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereofhowever, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that PurchaserAcquisition's designees are to be appointed or elected to the BoardBoard of Directors of the Company, until the Effective Time (as defined below), of the Merger such board Board of directors Directors shall have at least two directors who are directors on the date of this Agreement and hereof or who are otherwise not officers officers, directors or affiliates of Acquisition and are independent directors under the rules of the Company American Stock Exchange (the "CONTINUING DIRECTORSIndependent Directors"); ) and provided that further that, in the event that such event, if the number of Continuing Independent Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Independent Directors (or Continuing Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who shall not be officers, stockholders or affiliates of Acquisition and who shall be independent directors under the rules of the American Stock Exchange, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. As used Subject to applicable law, Xxxxxxxx shall take all action requested by Acquisition necessary to effect any such 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, and Xxxxxxxx agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Acquisition shall have provided to Xxxxxxxx on a timely basis all information required to be included in this Agreementthe Information Statement with respect to Acquisition's designees). In connection with the foregoing, Xxxxxxxx will promptly, at the term "option of Acquisition, either increase the size of Xxxxxxxx'x Board of Directors or obtain the resignation of such number of its current directors as is necessary to enable Acquisition's designees to be elected to Xxxxxxxx'x Board of Directors as provided above.

Directors. (a) Promptly following upon the purchase by Merger Sub of and payment for a number majority of shares of Company Common Stock that satisfies the Minimum Conditionoutstanding Shares pursuant to the Offer, and from time to time thereafterthereafter as Shares are acquired by Merger Sub, Purchaser Merger Sub shall be entitled entitled, subject to compliance with Section 14(f) of the Exchange Act, to designate the such number of directors, rounded up to the next greatest whole number, on the Board as will give Merger Sub representation on the Board equal to that number of directors which equals the product of (i) the total number of directors on the Board (giving effect to the election of any additional directors appointed or elected pursuant to this Sectionsentence and including current directors serving as officers of the Company) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and Purchaser Merger Sub or any affiliate of Merger Sub (including shares for purposes of Company Common Stock paid this Section 1.03 such Shares as are accepted for payment pursuant to the Offer), upon such acceptance for payment, but excluding Shares held by the Company or any of its affiliates) bears to the total number of shares of Company Common Stock Shares outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such timetimes, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Directors, (ii) each if requested by Merger Sub, the board of directors of each Subsidiary of the Company's subsidiaries and (iii) if requested by Merger Sub, each committee of such board to include persons designated by Merger Sub constituting the same percentage of each such committee or board as defined belowMerger Sub's designees are of the Board. The Company shall, upon request by Merger Sub, promptly increase the size of the Board or exercise its best efforts to secure the resignations of such number of directors as is necessary to enable Merger Sub designees to be elected to the Board and shall cause Merger Sub's designees to be so elected. (b) Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Company, Exchange Act and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.03 and shall include in the event that Purchaser's designees are Schedule 14D-9 mailed to be appointed stockholders promptly after the commencement of the Offer (or elected an amendment thereof or an information statement pursuant to Rule 14f-1 if Merger Sub has not theretofore designated directors) such information with respect to the Board, until the Effective Time (Company and its officers and directors as defined below), such board of directors shall have at least two directors who are directors on the date of is required under Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Agreement Section 1.03. Parent and who are not officers of Merger Sub will supply the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall and be reduced below two solely responsible for any reason whatsoeverinformation with respect to itself and its nominees, any remaining Continuing Directors (or Continuing Directorofficers, if there shall be only one remainingdirectors and affiliates required by Section 14(f) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreementand Rule 14f-1. As used in this Agreement, the term "ARTICLE II THE MERGER SECTION 2.01.

Directors. (a) Promptly following after the purchase of first time at which the Purchaser accepts for payment and payment pays for a number of any shares of Company Common Stock that satisfies pursuant to the Minimum ConditionOffer (the “Acceptance Time”), and from time to time thereafterthereafter as shares of Company Common Stock are accepted for payment and paid for by the Purchaser, the Purchaser shall be entitled to designate the such number of directorsmembers of the Company Board (the “Purchaser Designees”), rounded up to the next nearest whole number, as will give the Purchaser representation on the Company Board that equals equal to the product of (i) the total number of directors on members of the Company Board (after giving effect to the election of any additional directors elected pursuant to this Sectionsentence) and (ii) multiplied by the percentage that the number of shares of Company Common Stock beneficially owned by the Parent and or the Purchaser at such time (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance so accepted for payment, ) bears to the total number of shares of Company Common Stock then outstanding; provided that in no event shall the Purchaser Designees constitute less than a majority of the Company Board. In furtherance thereof, the Company shall, upon the request of the Purchaser, use its reasonable best efforts promptly (and in any event within one business day) either to increase the size of the Company Board or to secure the resignations of 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 the Purchaser Designees to be so elected or appointed to the Company Board and the Company shall take all action within its power actions necessary to cause Purchaser's designees the Purchaser Designees to be so elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directorsappointed. At such time, the Company will shall, if requested by the Purchaser, also use its best efforts take all action necessary to cause individual directors persons designated by the Purchaser to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Company Board, (ii) each board of directors (or similar body) of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company and (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors iii) each committee (or Continuing Director, if there shall be only one remainingsimilar body) shall be entitled to designate persons to fill of each such vacancies who shall be deemed to be Continuing Directors for purposes board. The provisions of this Agreement. As used Section 1.3 are in this Agreementaddition to and shall not limit any rights which the Purchaser, the term "Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of applicable law with respect to the election of directors or otherwise.

Directors. (a) Promptly following upon the purchase satisfaction of the Minimum --------- Tender Condition and the acceptance for payment of, and payment for a number of shares of by Merger Sub for, any Company Common Stock that satisfies Shares pursuant to the Minimum ConditionOffer, Merger Sub shall, subject to compliance with Section 14(f) of the Exchange Act and from time to time thereafterRule 14f-1 promulgated thereunder, Purchaser shall be entitled to designate such number of directors on the Company Board as will give Merger Sub representation on the Company Board equal to that number of directors, rounded up down to the next whole number, on the Board that equals which is the product of (ia) the total number of directors on the Company Board (giving effect to the election of any additional directors elected pursuant to this Sectionsentence) and multiplied by (iib) a fraction, ---------- -- the percentage that numerator of which is the number of shares Company Common Shares so accepted for payment and paid for by Merger Sub and the denominator of which is the number of Company Common Stock beneficially owned by Parent and Purchaser (including shares Shares outstanding at the time of acceptance for payment of Company Common Stock paid for Shares pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to shall, promptly upon such designation by Merger Sub, cause PurchaserMerger Sub's designees to be elected or appointed to the Company Board; provided, includinghowever, without limitation, increasing that during the number period -------- ------- commencing with the election or appointment of directors, and seeking and accepting resignations of incumbent directors. At such time, Merger Sub's designees to the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below)or earlier termination of this Agreement, such board of directors the Company Board shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company or representatives of any affiliates of the Company (the "CONTINUING DIRECTORSIndependent Directors"); --------------------- and provided further, however, that in the event that if during such period the number of Continuing -------- ------- ------- Independent Directors shall be reduced below two for any reason whatsoever, any the remaining Continuing Independent Directors (or Continuing Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill any such vacancies who shall be deemed to be Continuing Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, affiliates, associates or shareholders of Parent or Merger Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. As used in Subject to applicable law, the Company shall take all action requested by Parent for the purpose of effecting any such election or appointment of Merger Sub's designees. In connection with the foregoing, the Company shall promptly, at the option of Merger Sub, either increase the size of the Company Board or accept the resignations (which resignations the Company will obtain on or before the date of this Agreement, and which resignations shall only be effective as of the term "time of, and shall be conditional upon, acceptance for payment of any Company Common Shares pursuant to the Offer) of such number of its current directors as is necessary to enable Merger Sub's designees to be elected or appointed to the Company Board as provided above. Prior to the Effective Time, the Company shall cause each member of the Company Board, other than Merger Sub's designees, to execute and deliver a letter effectuating his or her resignation as a director of the Company Board effective immediately prior to the Effective Time.

Directors. (a) Promptly following Effective upon the purchase acceptance for payment of and payment for a number of shares of Company Common Stock that satisfies any Shares pursuant to the Minimum ConditionOffer, and from time to time thereafter, Purchaser Parent shall be entitled to designate the number of directorsdirectors (the "Parent Designees"), rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to any increase in the election number of any additional directors pursuant to this Section) and multiplied by (ii) the percentage that the number of shares of Company Common Stock Shares beneficially owned by Parent and or Purchaser (including shares following the acceptance for payment of Company Common Stock paid for Shares pursuant to the Offer), upon such acceptance for payment, Offer bears to the total number of shares of Company Common Stock Shares outstanding, and the Company shall promptly take all action within its power necessary to cause Purchaser's designees each of the Parent Designees to be elected or appointed to the Company Board, including, without limitation, including increasing the number size of directorsthe Company Board and seeking, accepting and seeking and accepting securing resignations of incumbent directors. At such time, and from time to time thereafter, to the extent requested by Parent, the Company will also shall use its best efforts to cause individual directors individuals designated by Purchaser Parent to constitute the number of members, rounded up to the next whole number, on (iA) each committee of the Company Board other than any such committee of such board established to take action under this Agreement and (iiB) each board Board of directors Directors of each Company Subsidiary (as defined below) of the Companyhereinafter defined), and each committee thereof, that represents the same percentage as such individuals the Parent Designees represent on the Company Board. Notwithstanding the foregoingforegoing provisions of this Section 1.4, in the event parties hereto shall use their respective best efforts to ensure that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two of the members of the Company Board shall, at all times prior to the Effective Time, be directors of the Company who are were directors of the Company on the date of this Agreement and who are not officers of the Company hereof (the "CONTINUING DIRECTORSContinuing Directors"); , provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) in office fewer than two Continuing Directors for any reason, the Company Board shall cause a person designated by the remaining Continuing Director to fill such vacancy who shall be entitled 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 then in office shall designate two persons to fill such vacancies who are not officers or employees or affiliates of the Company, Parent or Purchaser or any of their respective affiliates and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. As used in this Agreement, the term ".

Directors. (a) Promptly Subject to applicable Law and applicable marketplace rules of The NASDAQ Stock Market LLC applicable to the Company at such time, promptly following the purchase acceptance for payment of and payment by Merger Sub for a number of shares of Company Common Stock that satisfies Shares pursuant to and in accordance with the Offer satisfying the Minimum ConditionTender Condition (the “Acceptance Time”), and from time to time thereafteras long as Parent directly or indirectly beneficially owns not less than a majority of the issued and outstanding Shares, Purchaser Merger Sub shall be entitled to designate such number of directors on the Company Board as will give Merger Sub representation on the Company Board equal to that number of directors, rounded up to the next whole number, on the Board that equals is the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected pursuant to this Sectionsentence) and multiplied by (ii) the percentage that (A) the number of shares of Company Common Stock beneficially Shares owned by Parent, Merger Sub or any other Subsidiary of Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to (B) the total number of shares of Company Common Stock outstanding, Shares that are issued and the outstanding (not determined on a Fully Diluted Basis). The Company shall take all action within its power to also, upon the request of Parent, cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors Persons designated by Purchaser Merger Sub to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on (i) the Company Board of each committee of the Board Company Board, subject to compliance with applicable securities Laws and the marketplace rules of The NASDAQ Stock Market LLC (other than any such committee comprised solely of such board Continuing Directors established to take action under this Agreement and (iiAgreement, which shall be permitted to meet without the presence of other directors solely for purposes of considering and, if necessary, taking action referred to in Section 1.3(c) each board of directors of each Subsidiary (as defined below) of the Company); provided, and each committee thereofhowever, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's Merger Sub’s designees are to be appointed or elected to the Company Board, until the Effective Time (as defined below)Time, such board of directors the Company Board shall have at least two (2) directors who are directors on the date of this Agreement and who are not officers qualify as independent directors for purposes of the Company continued listing requirements of The NASDAQ Stock Market LLC and the SEC rules and regulations (such directors, the "CONTINUING DIRECTORS"“Continuing Directors”); and provided that further that, in the event that such event, if the number of Continuing Directors shall be reduced below two (2) for any reason whatsoever, any the Company Board shall cause the Person(s) designated by the remaining Continuing Directors (or Continuing DirectorDirector(s) to fill such vacancy(ies), if there shall be only one remainingand such Person(s) shall be entitled deemed to be a Continuing Director(s) for purposes of this Agreement or, if no Continuing Directors then remain, the other directors of the Company then in office shall designate persons two (2) Persons to fill such vacancies who are not officers, employees, shareholders or Affiliates of the Company, Parent, Merger Sub or any other Subsidiary of Parent, and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this AgreementIn connection with the foregoing, the term "Company shall either increase the size of the Company Board or obtain the irrevocable resignation of such number of its current directors, or both, as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board as provided above, and the Company shall take all actions available to the Company to cause Merger Sub’s designees to be so elected or appointed (the date on which the majority of the Company’s directors are designees of Merger Sub that have been effectively appointed to the Company Board in accordance herewith, the “Board Appointment Date”). The Company shall use its reasonable best efforts to cause the Board Appointment Date to be the same day as the Acceptance Time. Upon request by Parent, prior to the Acceptance Time, the Company shall obtain the applicable irrevocable resignations from that number of directors which represents one (1) director more than a simple majority of the Company Board, which resignations will each be contingent solely upon the consummation of the Offer, and the Company shall provide to Parent complete and correct copies of such resignations promptly (and in no event later than two (2) Business Days) following the request therefor. The parties hereto acknowledge and agree that, from and after the Acceptance Time and for so long as Parent, Merger Sub and any Subsidiary of Parent or Merger Sub (excluding the Company) own at least a majority of the issued and outstanding shares of the Company Common Stock, the Company shall be a “controlled company” (within the meaning of the listing requirements of the NASDAQ Global Market).

Directors. (a) Promptly following Simultaneously with the purchase execution of and payment for a number of shares of this Agreement, the Company Common Stock that satisfies the Minimum Condition, and from time to time thereafter, Purchaser shall be entitled to designate the number of directors, rounded up to the next whole number, on the Board that equals the product of (i) increase the total number size of directors on the Board from nine (giving effect 9) to the election of any additional ten (10) directors pursuant to this Section) and (ii) appoint the percentage Nominee as a director of the Company to serve on the Board with a term expiring at the 2017 Annual Meeting. In addition, the Company agrees that the number Board and all applicable committees of shares the Board (unless a court of Company Common Stock beneficially owned competent jurisdiction concludes that the Gilead Group has violated any provision of this Agreement) shall take all actions necessary to include the Nominee on the Company’s slate of nominees for the election of directors at the 2017 Annual Meeting and recommend and solicit proxies for the election of the Nominee at the 2017 Annual Meeting in the same manner as for the other nominees nominated by Parent and Purchaser the Board at the 2017 Annual Meeting (including shares of Company Common Stock paid for pursuant subject to the Offerterms and conditions of the following paragraph), upon such acceptance for payment, bears to . The members of the total number of shares of Company Common Stock outstandingGilead Group agree that the Company’s and the Board’s obligations in this Section 1.1(a) shall terminate, and the Company Nominee shall take resign as a member of the Board (and all action within its power committees thereof), at such time (the “Trigger Event Resignation Date”) as a court of competent jurisdiction concludes that the Gilead Group has violated any provision of this Agreement. By entering into this Agreement, the Nominee hereby (a) waives any right to cause Purchaser's designees receive equity compensation in connection with his service on the Board until the 2018 Annual Meeting and (b) irrevocably agrees to be elected offer to the Board in writing his resignation as a member of the Board (and all committees thereof) upon the Trigger Event Resignation Date. The parties acknowledge that the Nominee, upon appointment or appointed election to the Board, includingwill be subject to the same protections and obligations regarding confidentiality, without limitationconflicts of interest, increasing the number of directorsfiduciary duties, trading and disclosure and other governance guidelines and policies (collectively, “Company Policies”), and seeking shall be required to preserve the confidentiality of the Company’s business and accepting resignations of incumbent directors. At such timeinformation, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee including discussions or matters considered in or for meetings of the Board other than any such committee of such board established or related thereto, and shall have the same rights and benefits, including with respect to take action under this Agreement insurance, indemnification, exculpation, compensation and (ii) each board of fees, as are applicable to the independent directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding In furtherance of the foregoing, the Nominee shall not share any reports, meeting materials, notices, draft minutes or other materials or information received by him in his capacity as a member of the event that Purchaser's designees are to be appointed or elected to Board with any of his Affiliates unless such Affiliates enter into a confidentiality agreement with the Board, until Company in substantially the Effective Time (as defined below), such board of directors shall have at least two directors who are directors same form executed by the Gilead Group on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "hereof.

Directors. (a) Promptly following Effective upon the purchase acceptance for payment pursuant to the Offer of and payment for a number of shares of Company Common Stock Cxxxx Shares that satisfies the Minimum Condition, and from time to time thereafter, Purchaser Acquiror shall be entitled to designate the number of directors, rounded up to the next whole number, on the Board of Directors of Cxxxx that equals the product of (i) the total number of directors on the Board of Directors of Cxxxx (giving effect to the election of any additional directors pursuant to this SectionSection 1.3) and (ii) the percentage that the number of shares of Company Common Stock Cxxxx Shares beneficially owned by Parent and Purchaser Acquiror and/or Acquisition Subsidiary (including shares of Company Common Stock paid Cxxxx Shares accepted for payment pursuant to the Offer), upon such acceptance for payment, ) bears to the total number of shares of Company Common Stock Cxxxx Shares outstanding, and the Company Cxxxx shall take all action within its power necessary to cause Purchaser's Acquiror’s designees to be elected or appointed to the BoardBoard of Directors of Cxxxx, including, without limitation, including increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company Cxxxx will also use its best commercially reasonable efforts to cause individual directors individuals designated by Purchaser Acquiror to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement Directors of Cxxxx and (ii) each board of directors of each Cxxxx Subsidiary identified by Acquiror (as defined below) of the Company, and each committee thereof, ) that represents the same percentage as such individuals represent on the BoardBoard of Directors of Cxxxx, in each case only to the extent permitted by applicable Law including the rules of The Nasdaq Global Market or any other exchange on which the Cxxxx Shares are listed. Notwithstanding the foregoingprovisions of this Section 1.3, in the event parties hereto shall use commercially reasonable efforts to ensure that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors of the members of the Board of Directors of Cxxxx, who are not officers, employees or affiliates of Cxxxx, Acquiror or Acquisition Subsidiary or any of their respective Subsidiaries or affiliates, shall, at all times prior to the Effective Time, be individuals who were independent directors of Cxxxx (for purposes of the continued listing requirements of The Nasdaq Global Market) on the date of this Agreement and who are not officers of the Company hereof (the "CONTINUING DIRECTORS"“Continuing Directors”); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) in office fewer than two Continuing Directors for any reason, the Board of Directors of Cxxxx shall cause a person designated by the remaining Continuing Director to fill such vacancy who shall be entitled deemed to be a Continuing Director for all purposes of this Agreement, or if no Continuing Directors then remain, the other directors of Cxxxx then in office shall designate two persons to fill such vacancies who will not be directors, officers, employees or affiliates of Cxxxx, Acquiror or Acquisition Subsidiary or any of their respective Subsidiaries or affiliates and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. As used in The Board of Directors of Cxxxx shall not delegate any matter covered by this AgreementSection 1.3 to any committee of the Board of Directors of Cxxxx, unless such committee consists only of the term "Continuing Directors.

Directors. (a) Promptly following Effective as of the purchase of and payment for a number of shares of Company Common Stock that satisfies the Minimum Condition, Offer Closing and from time to time thereafterthereafter (as long as Parent and its affiliates beneficially own a majority of the outstanding shares of Company Common Stock), Purchaser Acquisition Sub shall be entitled to designate such number of directors on the Company Board as will give Acquisition Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, on the Board that equals which is the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected pursuant to this Sectionsentence) and multiplied by (ii) the percentage that (A) such number of shares of Company Common Stock so accepted for payment and paid for by Acquisition Sub plus the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares Acquisition Sub or any direct or indirect wholly-owned Subsidiary of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, Parent bears to (B) the total number of such shares of Company Common Stock outstanding, and the Company shall take all action within its power to shall, at such time, cause Purchaser's Acquisition Sub’s designees to be elected or appointed to the Boardso elected; provided, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereofhowever, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's Acquisition Sub’s designees are to be appointed or elected to the Company Board, until the Effective Time (as defined below), such board of directors the Company Board shall have at least two four directors who are directors members of the Company Board on the date of this Agreement and independent directors for purposes of the continuing listing requirements of Nasdaq, but who are not officers affiliates or employees of the Company Parent or any of its Subsidiaries (the "CONTINUING DIRECTORS"“Independent Directors”); provided that further that, in the event that such event, if the number of Continuing Independent Directors shall be reduced below two four for any reason whatsoever, any remaining Continuing Independent Directors (or Continuing Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate four persons to fill such vacancies who are not, at the time of appointment, officers, stockholders or affiliates of the Company, Parent or any of its Subsidiaries and such persons shall be deemed to be Independent Directors for purposes of this Agreement. As used in this AgreementSubject to applicable Law, the term "Company shall take all action requested by Parent necessary to effect any such election, including mailing to holders of Company Common Stock the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and Acquisition Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Acquisition Sub’s designees to the Company Board in accordance with Section 2.2(a)). Parent and Acquisition Sub will be solely responsible for any information with respect to them and their nominees, officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. In connection with the foregoing, the Company shall promptly, at the option of Acquisition Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Acquisition Sub’s designees to be elected or appointed to the Company Board as provided above.

Directors. (a) Promptly following The Board has duly adopted a resolution providing that immediately prior to the purchase 2007 Annual Meeting, the size of and payment for a number of shares of Company Common Stock that satisfies the Minimum ConditionBoard shall be decreased to 9 members, and from time to time thereafter, Purchaser such resolution is in full force and effect and shall not be entitled to designate the number rescinded or modified. A true and correct copy of directors, rounded up such resolution has been provided to the next whole numberIcahn Parties. From and after the date hereof until the completion of the 2007 Annual Meeting, on the Board that equals the product of (i) the total number of directors on the Board (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all no other action within its power to cause Purchaser's designees to be elected (i) otherwise change the size (whether by increase or appointed to decrease) of the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and as contemplated herein, (ii) each board amend, in any respect, the certificate of directors of each Subsidiary (as defined below) incorporation or bylaws of the Company, other than as contemplated herein, (iii) issue any of its securities to any person, other than pursuant to the Company's employee benefits and/or incentive plans or agreements existing as of the date hereof, in each case, in the ordinary course of business and each committee thereofconsistent with past practice, that represents (iv) make any change to its capital structure, (v) amend the same percentage Rights Plan in any respect, other than as such individuals represent on the Board. Notwithstanding contemplated herein, or (vi) enter into any agreement to do any of the foregoing, in each case, without the event that Purchaser's designees are to prior written consent of the Icahn Parties, which consent shall not be appointed unreasonably withheld, conditioned or elected delayed. The Board has also duly adopted a resolution nominating each of the Incumbent Nominees, the Icahn Nominees and the Other Stockholders Nominees, for election to the BoardBoard at the 2007 Annual Meeting and directing the Company and its officers and agents to solicit votes for the election of each of the Incumbent Nominees, until the Effective Time (Icahn Nominees and the Other Stockholders Nominees in the same manner, and such resolution has not been rescinded or modified. A true and correct copy of such resolution has been provided to the Icahn Parties. The Board has duly adopted a resolution in which it recommends to the Company's shareholders that they vote for each of the Incumbent Nominees, the Icahn Nominees and the Other Stockholders Nominees as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers Directors of the Company at the 2007 Annual Meeting and directing that the Company include this recommendation in its proxy materials (as amended or supplemented) for the "CONTINUING DIRECTORS"); 2007 Annual Meeting, and such resolution has not been rescinded or modified. A true and correct copy of such resolution has been provided that to the Icahn Parties. The Company shall cause the proxy used for the 2007 Annual Meeting to solicit authority to vote for each of the Incumbent Nominees, the Icahn Nominees and the Other Stockholders Nominees at the 2007 Annual Meeting. The Company shall use commercially reasonable efforts to solicit proxies in favor of the election of each of the Incumbent Nominees, the Icahn Nominees and the Other Stockholders Nominees at the 2007 Annual Meeting. Such nomination, recommendation and solicitation shall be effected in a reasonable manner and shall be undertaken for each such nominee in the event that same manner. The Icahn Parties will provide, as promptly as reasonably practicable, all information relating to the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors Icahn Nominees (or Continuing Directorand other information, if there shall be only one remainingany) shall be entitled to designate persons to fill the extent the Icahn Parties are advised by their legal counsel that such vacancies who shall be deemed information is required under applicable law to be Continuing Directors for purposes of this Agreementincluded in the Company's proxy statement and any other solicitation materials to be delivered to its shareholders in connection with the 2007 Annual Meeting or as may be reasonably requested by the Company. As used in this AgreementTo the extent possible, the term "Company's proxy statement and/or soliciting materials for the 2007 Annual Meeting shall contain the same type of information concerning the Icahn Nominees and the Other Stockholders Nominees as provided for the Incumbent Nominees. Notwithstanding anything herein to the contrary, if at any time prior to the 2007 Annual Meeting, the Board becomes aware of any fact with respect to any one or more of the Incumbent Nominees, the Icahn Nominees or the Other Stockholders Nominees that would be required to be disclosed in the Company's proxy materials (as amended or supplemented) under the Exchange Act and the applicable rules and regulations thereof and which fact is not contained in the Company's proxy materials (as amended or supplemented), the Company shall immediately notify the Icahn Parties thereof and shall promptly amend or supplement the Company's proxy materials (as amended or supplemented) as may be required by the Exchange Act and the applicable rules and regulations thereof.

Directors. (a) Promptly following the purchase of upon acceptance for payment of, and payment for a number of by Merger Sub for, any shares of the Company Common Stock that satisfies pursuant to the Minimum ConditionOffer, and from time to time thereafter, Purchaser the Parent or Merger Sub shall be entitled to designate designate, from time to time, such number of persons for election or appointment to the Company Board as will give Merger Sub representation on the Company Board equal to at least such number of directors, rounded up to the next nearest whole number, on the Board that equals is the product of (ia) the total number of directors on the Company Board (giving effect to the election of any additional directors elected or appointed pursuant to this Sectionsentence) multiplied by (b) a fraction (i) the numerator of which shall be the number of shares of the Company Common Stock so accepted for payment and paid for by Merger Sub plus the number of shares of the Company Common Stock otherwise owned by Parent or Merger Sub or any Subsidiary of Parent and (ii) the percentage that denominator of which shall be the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to shall, at such time, cause Purchaser's Merger Sub’s designees to be so elected or appointed to the Boardappointed; provided, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereofhowever, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's Merger Sub’s designees are to be appointed or elected to the Company Board, until the Effective Time (as defined below), such board of directors the Company Board shall have at least two three (3) directors who are directors on the date of this Agreement and who are not officers will be independent for purposes of Rule 10A-3 under the Company Exchange Act (the "CONTINUING DIRECTORS"“Independent Directors”); provided that provided, further, that, in the event that such event, if the number of Continuing Independent Directors shall be reduced below two three (3) for any reason whatsoever, any remaining Continuing Independent Directors (or Continuing Independent Director, if there shall be only one (1) remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three (3) persons to fill such vacancies who will be independent for purposes of Rule 10A-3 under the Exchange Act and the applicable stock exchange requirements, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. As used in The Company’s obligations under this AgreementSection 7.16 shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Subject to applicable law, the term "Company shall make commercially reasonable efforts to effect any such 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, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of the Parent or Merger Sub, either increase the authorized number of directors of the Company Board or use reasonable efforts to obtain the resignation of such number of its current directors as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board as provided above. At such time, the Company shall, if requested by Parent, take commercially reasonable efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the nearest whole number, on (A) each committee of the Company Board and (B) each board of directors of each of the Company’s Subsidiaries (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board in each case to the extent permitted by applicable law or the rules of the Nasdaq.

Directors. The Company shall within 10 Business Days of the Closing Date increase the size of its Board by two and fill the vacancies with the representatives designated (aas provided below) Promptly following by the purchase Investors (each, a “Designated Director”). One of the Designated Directors shall be in a class whose terms ends in 2002 and payment the other in a class whose term ends in 2004. For so long as the original Investors as of the Closing Date and/or their Affiliates together hold at least 50% of the shares of Series A Preferred Stock and the principal amount of the Notes issued on the Closing Date, the Investors shall have the right to designate a maximum two (2) Designated Directors, and the Board shall recommend at each meeting of shareholders at which any Designated Director is to be elected to include a Designated Director in the Board’s slate of nominees for election to the Board or to fill a number vacancy left by a departed Designated Director, in each case in order so that there may be two Designated Directors, and shall not take any action which is inconsistent with making such recommendation. For so long as the original Investors as of the Closing Date and/or their Affiliates together hold at least 30% of the shares of Series A Preferred Stock and the principal amount of the Notes issued on the Closing Date, the Investors shall have the right to designate one (1) Designated Director, and the Board shall recommend at each meeting of shareholders at which such Designated Director is to be elected to include such Designated Director in the Board’s slate of nominees for election to the Board or to fill a vacancy left by a departed Designated Director, in each case in order so that there may be one Designated Director, and shall not take any action which is inconsistent with making such recommendation. With respect to any Holder, any calculation of ownership of shares of Company Series A Preferred Stock and principal amount of the Notes under this Section 4 shall include the Common Stock that satisfies issued in conversion of Series A Preferred Stock or the Minimum Condition, and from time to time thereafter, Purchaser shall be entitled to designate the number of directors, rounded up to the next whole number, on the Board that equals the product of (i) the total number of directors on the Board (giving effect to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned Notes held by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the BoardHolder. Notwithstanding the foregoing, in the Company may refuse a request by the Investors to designate (or continue to designate) a particular person if the Board determines that such person is subject to removal for cause or that such person’s status as a director would raise significant regulatory or competitive issues. In such case, the Investors may designate a substitute person who would not be so disqualified. In the event that Purchaser's designees are to be appointed or elected the shareholders do not elect a Designated Director at a meeting of shareholders at which such Designated Director is nominated for election, then the Board shall convene a Board meeting promptly at which it shall increase the size of the Board by one member and appoint such Designated Director to the Board, until subject to the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that numerical limitations contained in the event that the number Company’s Certificate of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "Incorporation.

Directors. (a) Promptly following Subject to compliance with applicable Law, promptly upon the purchase acceptance for payment by Merger Sub of and payment for a shares of Common Stock pursuant to the Tender Offer representing at least such number of shares of Company Common Stock that satisfies as shall satisfy the Minimum ConditionCondition (the time of such acceptance, the “Acceptance Time”), and from time to time thereafter, Purchaser Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on to the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (determined after giving effect to the election of any additional directors elected pursuant to this Sectionsentence) and (ii) multiplied by the percentage that of the total number of outstanding shares of Common Stock at such time represented by the aggregate number of shares of Company Common Stock beneficially owned by Parent and Purchaser or its Affiliates at such time (including shares of Company Common Stock paid so accepted for pursuant payment); provided, however, that Parent shall be entitled to designate at least a majority of the Offer)directors on the Company Board as long as Parent and its Affiliates beneficially own a majority of the shares of Common Stock of the Company. In furtherance thereof, the Company shall, upon such acceptance for paymentrequest of Parent, bears to the total number of shares of Company Common Stock outstanding, and the Company shall promptly take all action within its power actions necessary to cause Purchaser's Parent’s designees to be so elected or appointed by the incumbent directors of the Company and each Subsidiary of the Company (as applicable) prior to the BoardAcceptance Time, including, without limitation, including increasing the number size of directors, and seeking and accepting the Company Board and/or securing the resignations of one or more incumbent directorsdirectors and/or filling any vacancies so created with Parent’s designees. At such time, the Company will shall, upon request of Parent, also use its best efforts promptly take, and cause any incumbent directors of the Company and each Subsidiary of the Company (as applicable) prior to the Acceptance Time to take, all actions necessary to cause individual directors individuals designated by Purchaser Parent to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Company Board, (ii) each board of directors (or similar body) of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that including in the event that case of GWR Operating Partnership, L.L.L.P. taking any actions necessary to cause Parent’s designees to become “Continuing Directors” as such term is defined in the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors 2017 First Mortgage Indenture) and (iii) each committee (or Continuing Directorsimilar body) of each such board, in each case, subject to applicable Law and, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreementapplicable, the term "rules and regulations of the Applicable Exchange.

Directors. (a) Promptly following upon the purchase of Offer Acceptance Time and payment for a number of shares of Company Common Stock that satisfies the Minimum Condition, and from time to time all times thereafter, Purchaser subject to compliance with applicable Laws and the applicable Marketplace Rules of The NASDAQ Stock Market LLC (“NASDAQ”), Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board that equals board of directors of the Company as is equal to the product of (i) the total number of directors on the Board board of directors of the Company (after giving effect to the election of any additional directors designated by Parent pursuant to this Sectionsentence) and multiplied by (ii) the percentage that the aggregate number of shares of Company Common Stock at such time beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock then issued and outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term "in Rule 13d-3 under the Exchange Act. The Company shall, upon Parent’s request at any time following the Offer Acceptance Time, take all such actions necessary to (A) appoint to the Company Board the individuals designated by Parent and permitted to be so designated by the first sentence of this Section 1.3, including, but not limited to, promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Parent’s designees to be so elected or designated to the Company Board, and (B) cause Parent’s designees to be so appointed at such time. The Company’s obligations under this Section 1.3 shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 in order to fulfill its obligations under this Section 1.3, including mailing to shareholders the Schedule 14D-9, which will include the information required by Section 14(f) of the Exchange Act and Rule 14f-1. Parent shall supply the Company with, and be solely responsible for, information with respect to its designees and Parent’s officers, directors and Affiliates to the extent required by Section 14(f) of the Exchange Act and Rule 14f-1. The provisions of this Section 1.3 are in addition to and shall not limit any rights that Parent or any of their respective Affiliates may have as a record holder or beneficial owner of shares of Common Stock as a matter of applicable Laws with respect to the election of directors or otherwise.

Directors. (a) Promptly following Subject to the purchase terms of the Stockholder Agreement, dated September 19, 2001 (the “Company Stockholder Agreement”), among Xxxxxxx-Xxxxx Squibb Company and the Company, after the Purchaser accepts for payment for a number of shares of Company Common Stock that satisfies Shares tendered and not properly withdrawn pursuant to the Minimum ConditionOffer (the “Acceptance Time”), and from time to time at all times thereafter, Purchaser Parent shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected or designated by Parent pursuant to this Sectionsentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and Parent, the Purchaser (including shares or any of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, their respective affiliates bears to the total number of shares Shares then outstanding (including without limitation, in each case, any outstanding securities of the Company Common Stock outstandingowned by Parent, the Purchaser or any of their respective affiliates that are convertible or exchangeable into or exercisable for Shares on an as-converted basis). After the Acceptance Time, the Company shall, upon Parent’s request, take all actions as are necessary or desirable to enable Parent’s designees to be so elected or designated to the Company Board, including but not limited to promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including without limitation by amending the Company Bylaws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors, and shall cause Parent’s designees to be so elected or designated at such time. Subject to the terms of the Company Stockholder Agreement, after the Acceptance Time, the Company shall take all action within its power to also, upon Parent’s request, cause Purchaser's designees to be the directors elected or appointed designated by Parent to the Board, including, without limitation, increasing the number of directors, Company Board to serve on and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Company Board, (ii) each the board of directors of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable Law and the Marketplace Rules of the Nasdaq Global Market (“Nasdaq”). After the Acceptance Time, the Company shall also, upon Parent’s request, take all action necessary to elect to be treated as a “controlled company” as defined belowby Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that Parent, the Company, and each committee thereof, that represents the same percentage Purchaser or any of their respective affiliates may have as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed a record holder or elected beneficial owner of Shares as a matter of applicable Law with respect to the Board, until the Effective Time (as defined below), such board election of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "otherwise.

Directors. (a) Promptly Within three (3) business days following the purchase date of and payment for a number of shares of Company Common Stock that satisfies the Minimum Conditionthis Agreement, and from time to time thereafter, Purchaser shall be entitled to designate the number of directors, rounded up to the next whole number, on the Board that equals of Directors of the product of Company (the “Board”) shall in compliance with applicable law and the Company's governing documents (i) increase the total number size of directors on the Board from six (giving effect 6) to the election of any additional directors pursuant to this Section) and eight (8) directors, (ii) the percentage that the number appoint each of shares of Company Common Stock beneficially owned by Parent Rxxxxxx X. Xxxxxxxx and Purchaser Rxxxxxx Xxxxx (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such timetogether with any replacements therefor, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i“Director Designees”) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) a director of the Company, and each committee thereof(iii) appoint Cxxxxx X. XxXxxxxxxx as a director of the Company. At the Company’s 2015 annual shareholders’ meeting (the “2015 Annual Meeting”), that represents which the same percentage as such individuals represent on Company covenants and agrees to hold, unless otherwise agreed to by Clinton, no later than July 31, 2015, the BoardBoard will nominate the Director Designees and Mx. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected XxXxxxxxxx for election to the Board, until will recommend in the Effective Time (Company’s definitive proxy statement in connection with the 2015 Annual Meeting that the Company’s shareholders vote to elect the Director Designees and Mx. XxXxxxxxxx at the 2015 Annual Meeting and will solicit the vote of the Company's shareholders for the Director Designees and Mx. XxXxxxxxxx in the same manner as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers other nominees of the Company (standing for election as directors. If during the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two Standstill Period Mx. XxXxxxxxxx is unwilling or unable for any reason whatsoeverto serve as a director, any remaining Continuing Directors (or Continuing Director, if there the Clinton Group and the Board shall be only one remaining) shall be entitled to designate persons to fill such vacancies mutually agree on a replacement director who shall be deemed to be Continuing Directors qualifies as an “independent director” for purposes of this AgreementSection 303A of the Listed Company Manual of the New York Stock Exchange and the Board shall appoint such director as promptly as practicable. As used If during the Standstill Period either of the Director Designees is unwilling or unable for any reason to serve as a director, the Clinton Group shall have the right to submit the name of a replacement person (the “Replacement”) who qualifies as an “independent director” for purposes of Section 303A of the Listed Company Manual of the New York Stock Exchange, has relevant financial and business experience to serve on the Board, and is otherwise reasonably acceptable to the Nominating Committee of the Board. If the proposed Replacement is not accepted by the Nominating Committee, the Clinton Group shall have the right to submit another proposed Replacement for consideration by the Nominating Committee. The Clinton Group shall have the right to continue submitting the name of a proposed Replacement for consideration by the Nominating Committee until the Nominating Committee approves that such Replacement may serve as a nominee for election as director or serve as a director for the remainder of the term of such Director Designee, whereupon the Board shall appoint such director as promptly as practicable. All references in this Agreement, the term "Agreement to one or more Director Designees shall include any Replacement of any such Director Designees.

Directors. (a) Promptly following Effective upon the purchase acceptance for payment of and payment for a number of shares of Company Common Stock that satisfies any Shares pursuant to the Minimum ConditionOffer (the "Share Acceptance Time"), and from time to time at all times thereafter, Purchaser Parent shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (giving effect to the election or appointment of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Company Common Stock Shares beneficially owned by Parent and Purchaser and/or Merger Sub (including shares of Company Common Stock paid Shares accepted for pursuant to payment and the Offer)purchased Top-Up Option Shares, upon such acceptance for payment, if any) bears to the total number of shares of Company Common Stock Shares outstanding, and the Company shall promptly take all action within its power actions necessary to cause PurchaserParent's designees to be elected or appointed to the Company Board, including, without limitationincluding increasing the size of the Company Board (including by amending the Amended and Restated Bylaws of the Company (the "Company Bylaws") if necessary), increasing the number of directors, and and/or seeking and accepting resignations of incumbent directorsdirectors (the date on which Parent's designees are elected or appointed to the Company Board, the "Director Appointment Date"). At such timeAfter the Share Acceptance Time, the Company will shall also use its best efforts to cause individual directors individuals designated by Purchaser Parent to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Company Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors (or similar body) of each Subsidiary (as defined below) of the Company, 's Subsidiaries (and each committee (or similar body) thereof, if any) that represents the same percentage as such individuals represent on the Company Board. After the Acceptance Time, the Company shall also, upon Merger Sub's request, take all action necessary to elect to be treated as a "controlled company" as defined by NASDAQ Marketplace Rule 5615 and make all necessary filings and disclosures associated with such status. The provisions of this Section 1.03(a) are in addition to and shall not limit any rights that Parent, Merger Sub 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. Notwithstanding the foregoing, in following the event that Purchaserelection or appointment of Parent's designees are to be appointed or elected to the Board, Company Board and until the Effective Time Time, the Company Board shall at all times include, and the Company, Parent and Merger Sub shall cause the Company Board to at all times include, at least three (as defined below), such 3) Continuing Directors and each committee of the Company Board and the board of directors shall have at least two directors who are directors on the date (or similar body) of this Agreement and who are not officers each Subsidiary of the Company shall at all times include, and the Company, Parent and Merger Sub shall cause each committee of the Company Board and the board of directors (or similar body) of each Subsidiary of the Company to at all times include, at least one (1) Continuing Director. A "CONTINUING DIRECTORSContinuing Director" shall mean a person who is a member of the Company Board as of the Agreement Date or a person selected by the Continuing Directors then in office, each of whom shall be an ")independent director" as defined by Rule 5605 (a)(2) of the NASDAQ Marketplace Rules and eligible to serve on the Company's audit committee under the Exchange Act and NASDAQ Marketplace Rules and, at least one of whom shall be an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K and the instructions thereto; provided provided, however that in the event that if the number of Continuing Directors shall be is reduced below two for any reason whatsoeverto less than three (3) prior to the Effective Time, any remaining Continuing Directors (or Continuing Director, if there shall be only one (1) 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 shall be deemed to be a Continuing Director for all purposes of this Agreement, or, if no Continuing Directors then remain, the other directors shall designate three (3) persons to fill such vacancies who are not officers, directors, stockholders or designees of Parent or any of its Affiliates, and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. As used in this Agreement, the term ".

Directors. (a) Promptly following upon the purchase of acceptance for payment of, and payment for a number of shares of Company Common Stock that satisfies for, Shares by Acquisition pursuant to the Minimum ConditionOffer, and from time to time thereafter, Purchaser Acquisition shall be entitled to designate the such number of directors, rounded up to the next whole number, directors on the Board that equals of Directors of the Company as will give Acquisition, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company's Board of Directors equal to the product of (i) the total number of directors on the Company's Board (giving effect to the election of any additional directors pursuant to this Section) Directors and (ii) the percentage that the number of shares of Company Common Stock beneficially owned Shares purchased by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to Acquisition in the Offer), upon such acceptance for payment, Offer bears to the total number of shares of Company Common Stock Shares outstanding, and the Company shall take all action within its power to shall, at such time, cause PurchaserAcquisition's designees to be so elected or appointed to the Board, including, without limitation, increasing the number by its existing Board of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereofDirectors; provided, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that PurchaserAcquisition's designees are to be appointed or elected to the BoardBoard of Directors of the Company, until the Effective Time (as defined below), such board Board of directors Directors shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company or any of its Subsidiaries (the "CONTINUING DIRECTORSIndependent Directors")) and; provided that further that, in the event that such event, if the number of Continuing Independent Directors shall be reduced below two for any reason whatsoever, any the remaining Continuing Directors (or Continuing DirectorIndependent Director shall designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if there no Independent Directors then remain, the other directors of the Company on the date hereof shall be only one remaining) shall be entitled to designate two persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its Subsidiaries, or officers or affiliates of Lucent or any of its Subsidiaries, and such persons shall be deemed to be Continuing Independent Directors for purposes of this Agreement. As used in this AgreementSubject to applicable law, the term "Company shall take all action requested by Lucent necessary 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, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Acquisition shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Acquisition's designees). In connection with the foregoing, the Company will promptly, at the option of Lucent, either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Acquisition's designees to be elected or appointed to, and to constitute a majority of the Company's Board of Directors as provided above.

Directors. (a) Promptly Subject to applicable Law and applicable marketplace rules of The NASDAQ Stock Market LLC applicable to the Company at such time, promptly following the purchase acceptance for payment of and payment by Merger Sub for a number of shares of Company Common Stock that satisfies Shares pursuant to and in accordance with the Offer satisfying the Minimum ConditionTender Condition (the “Acceptance Time”), and from time to time thereafteras long as Parent directly or indirectly beneficially owns not less than a majority of the issued and outstanding Shares, Purchaser Merger Sub shall be entitled to designate such number of directors on the Company Board as will give Merger Sub representation on the Company Board equal to that number of directors, rounded up to the next whole number, on the Board that equals is the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected pursuant to this Sectionsentence) and multiplied by (ii) the percentage that (A) the number of shares of Company Common Stock beneficially Shares owned by Parent, Merger Sub or any other Subsidiary of Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to (B) the total number of shares of Company Common Stock Shares that are issued and outstanding, and the . The Company shall take all action within its power to also, upon the request of Parent, cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors persons designated by Purchaser Merger Sub to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on (i) the Company Board of each committee of the Board Company Board, subject to compliance with applicable securities Laws and the marketplace rules of The NASDAQ Stock Market LLC (other than any such committee comprised solely of such board Continuing Directors established to take action under this Agreement and (iiAgreement, which shall be permitted to meet without the presence of other directors solely for purposes of considering and, if necessary, taking action referred to in Section 1.3(c) each board of directors of each Subsidiary (as defined below) of the Company); provided, and each committee thereofhowever, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's Merger Sub’s designees are to be appointed or elected to the Company Board, until the Effective Time (as defined below)Time, such board of directors the Company Board shall have at least two (2) directors who are directors on the date of this Agreement and who are not officers qualify as independent directors for purposes of the Company continued listing requirements of The NASDAQ Stock Market LLC and the SEC rules and regulations (such directors, the "CONTINUING DIRECTORS"“Continuing Directors”); and provided that further that, in the event that such event, if the number of Continuing Directors shall be reduced below two (2) for any reason whatsoever, any the Company Board shall cause the Person(s) designated by the remaining Continuing Directors (or Continuing DirectorDirector(s) to fill such vacancy(ies), if there shall be only one remainingand such person(s) shall be entitled deemed to be a Continuing Director(s) for purposes of this Agreement or, if no Continuing Directors then remain, the other directors of the Company then in office shall designate two (2) persons to fill such vacancies who are not officers, employees, stockholders or Affiliates of the Company, Parent, Merger Sub or any other Subsidiary of Parent, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this AgreementIn connection with the foregoing, the term "Company shall either increase the size of the Company Board or obtain the resignation of such number of its current directors, or both, as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board as provided above, and the Company shall take all actions available to the Company to cause Merger Sub’s designees to be so elected or appointed (the date on which the majority of the Company’s directors are designees of Merger Sub that have been effectively appointed to the Company Board in accordance herewith, the “Board Appointment Date”). The parties hereto acknowledge and agree that, from and after the Acceptance Time and for so long as Parent, Merger Sub and any Subsidiary of Parent or Merger Sub (excluding the Company) own at least a majority of the issued and outstanding shares of the Company Common Stock, the Company shall be a “controlled company” (within the meaning of the listing requirements of the Nasdaq Global Market).

Directors. (a) Promptly following In the purchase Merger Agreement, the Company has agreed that, subject to compliance with applicable law, promptly upon the payment by the Purchaser for Shares purchased pursuant to the Offer representing not less than a majority of and payment for the outstanding Shares on a number of shares of Company Common Stock that satisfies the Minimum Conditionfully diluted basis, and from time to time thereafter, Purchaser shall the Company will, upon request of Parent, promptly take all actions necessary to cause a majority of the directors of the Company to consist of Parent's designees, including by accepting the resignations of those incumbent directors designated by the Company or increasing the size of the 21 Company's Board of Directors and causing Xxxxxx's designees to be entitled elected. The Company's obligations to designate the number of directors, rounded up appoint Xxxxxx's designees to the next whole numberBoard are subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, on if applicable. Following the election or appointment of Xxxxxx's designees as described in this paragraph and prior to the Effective Time, any amendment or termination of the Merger Agreement by the Company or the Company's Board of Directors, any extension by the Company or the Company's Board of Directors, of the time for the performance of any of the obligations or other acts of Parent or the Purchaser or waiver of any of the Company's rights under the Merger Agreement or any other action by the Company concerning the Merger Agreement or any of the transactions contemplated thereby, will require the concurrence of a majority of the directors of the Company then in office who were not designated by Parent. REPRESENTATIONS AND WARRANTIES. The Merger Agreement contains certain representations and warranties by the Company, including representations and warranties concerning: the organization and qualification of the Company and its subsidiaries; the capitalization of the Company; the authority of the Company relative to the execution and delivery of, and consummation of the transactions contemplated by, the Merger Agreement and approval by the Board of Directors of the Company regarding certain related matters; the absence of any violations of the corporate documents and certain instruments of the Company or its subsidiaries or of any statute, rule, regulation, order or decree, subject to certain exceptions; the accuracy of reports and documents filed by the Company with the Commission since January 1, 1994 and certain financial statements of the Company; the absence since November 30, 1996 (except as amended or supplemented in filings prior to the date of the Merger Agreement with the Commission) to the date of the Merger Agreement of any event or occurrence (including the incurrence or existence of any liability) which, individually or in the aggregate, would have a Company Material Adverse Effect (as defined in the Merger Agreement); the absence of litigation which could have a Company Material Adverse Effect; compliance by the Company with applicable laws, regulations, and similar matters; payment by the Company of taxes; compliance with certain laws relating to employee benefit plans; the possession of right, title and interest by the Company and its subsidiaries in certain intellectual property; the absence of ongoing infringement by the Company of intellectual property rights belonging to a third-party, indemnification by the Company for any such infringement or claims or demands against the Company for any such infringement; the absence of pending or threatened challenges, or grounds for a challenge, to the rights of the Company to use certain trade secrets or proprietary or confidential information; the absence of any material defect in the programming and operation of the Company's software; the absence of material rights of third parties to use the Company's software; the taking by the Board of Directors of the Company of all appropriate and necessary action such that equals the product provisions of Section 203 of the DGCL will not apply to the transactions contemplated by the Merger Agreement; and incurrence of broker's and similar fees. The Merger Agreement also contains certain representations and warranties by Parent and the Purchaser, including that Parent or the Purchaser has and will have at the time of acceptance for payment and purchase of Shares under the Offer and at the Effective Time the funds necessary to consummate the Offer and the Merger and the transactions contemplated thereby and to pay related fees and expenses. CONDITIONS TO THE MERGER. Under the Merger Agreement, the respective obligations of each party to effect the Merger are subject to the fulfillment of each of the following conditions: (i) the total number of directors on the Board (giving effect Purchaser shall have accepted for payment and paid for Shares pursuant to the election of any additional directors pursuant to this Section) and Offer in accordance with the terms thereof; (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee vote of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers stockholders of the Company necessary to consummate the transactions contemplated by the Merger Agreement shall have been obtained, if required by applicable law; and (the "CONTINUING DIRECTORS"); provided iii) no statute, rule, regulation, judgment, writ, decree, order or injunction shall have been promulgated, enacted, entered or enforced, and no other action shall have been taken, by any domestic, foreign or supranational government or governmental, administrative or regulatory authority or agency of competent jurisdiction or by any court or tribunal of competent jurisdiction, domestic, foreign or supranational, that in any of the event that foregoing cases has the number effect of Continuing Directors shall be reduced below two for any reason whatsoevermaking illegal or directly or indirectly restraining, any remaining Continuing Directors (prohibiting or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes restricting the consummation of this Agreementthe Merger. As used in this Agreement, the term "22

Directors. (a) Promptly following Promptly, upon (and in any event within 48 hours of) the purchase later of the consummation of the Offer in accordance with applicable Law and payment for the terms of the Tender Agreement or the Company’s receipt of written notice of Merger Subsidiary’s nominees, the Company shall, subject to compliance with applicable Law, use commercially reasonable efforts to take all actions necessary to call a number shareholder meeting at which Merger Subsidiary’s nominees are nominated as directors of shares the Company Board, provided that the powers of Company Common Stock that satisfies the Minimum Conditionsuch directors will be limited as set forth in Section 1.03(b). At such shareholder meeting, and from time to time thereafter, Purchaser Merger Subsidiary shall be entitled to designate the nominate such number of directors, rounded up to the next whole number, on the Board that equals directors which is the product of (i) the total number of directors on the Company Board (after giving effect to the election of any additional directors elected pursuant to this Sectionsentence) and multiplied by (ii) the percentage that (A) such number of Shares so accepted for purchase in the Offer plus the number of shares of Company Common Stock beneficially Shares otherwise owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, Merger Subsidiary bears to (B) the total number of shares of Company Common Stock Shares outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the BoardBoard shall, includingin accordance with applicable Law, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At at such time, cause Merger Subsidiary’s nominees to be recommended and nominated for election to Company Board. To the extent permitted by applicable Law, at such time the Company will shall also use its best commercially reasonable efforts to take all actions necessary to cause individual directors individuals designated by Purchaser Merger Subsidiary to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Company Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors (or similar body) of each subsidiary of the Company identified by Merger Subsidiary (as defined below) of the Company, and each committee thereof, ) that represents the same percentage as such individuals represent on the Company Board. Notwithstanding The Company shall take all action requested by Merger Subsidiary necessary to effect any such election. In connection with the foregoing, in the event that Purchaser's Company shall promptly take all action necessary to accomplish the foregoing, including at the option of Merger Subsidiary, convening a shareholder meeting to consider increasing the size of the Company Board or obtaining the resignation of such number of its current directors as is necessary to enable Merger Subsidiary’s designees are to be elected or appointed or elected to the BoardCompany Board as provided above. Upon written notice to the Company by Merger Subsidiary following the Company Board calling a shareholder meeting, until and recommending and nominating Merger Subsidiary’s nominees to the Effective Time (as defined belowCompany Board pursuant to this Section 1.03(a), such board of directors the Company shall have at least two use its commercially reasonable efforts to cause directors who are directors on not parties to the date of this Tender Agreement and who are not officers of to resign from the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "Board.

Directors. (a) Promptly following upon the purchase of acceptance for payment of, and payment for a number of by Merger Sub for, any shares of Company Common Stock that satisfies pursuant to the Minimum ConditionOffer, and from time to time thereafter, Purchaser Merger Sub shall be entitled to designate such number of directors on the Company Board as will give Merger Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, on the Board that equals which is the product of (ia) the total number of directors on the Company Board (giving effect to the election of any additional directors elected pursuant to this Sectionsentence) and multiplied by (iib) the percentage that (i) such number of shares of Company Common Stock so accepted for payment and paid for by Merger Sub plus the number of shares of Company Common Stock beneficially otherwise owned by Parent, Holdings or Merger Sub or any other subsidiary of Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to (ii) the total number of such shares of Company Common Stock outstanding, and the Company shall take all action within its power to shall, at such time, cause Purchaser's Merger Sub’s designees to be elected or appointed to the Boardso elected; provided, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereofhowever, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's Merger Sub’s designees are to be appointed or elected to the Company Board, until the Effective Time (as defined below), such board of directors the Company Board shall have at least two three directors who are directors on the date of this Agreement and who are not officers will be independent for purposes of Rule 10A-3 under the Company Exchange Act (the "CONTINUING DIRECTORS"“Independent Directors”); and provided that further that, in the event that such event, if the number of Continuing Independent Directors shall be reduced below two three for any reason whatsoever, any remaining Continuing Independent Directors (or Continuing Independent Director, if there shall be only one remaining) shall be entitled to designate persons Persons to fill such vacancies who shall be deemed to be Continuing Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three Persons to fill such vacancies who will be independent for purposes of Rule 10A-3 under the Exchange Act, and such Persons shall be deemed to be Independent Directors for purposes of this Agreement. As used in this AgreementSubject to applicable Law, the term "Company shall take all action necessary 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, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Merger Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board as provided above. Table of Contents

Directors. (a) Promptly following The Merger Agreement provides that promptly upon the purchase by Purchaser of and payment for a number Shares constituting 66 2/3% of shares of Company Common Stock that satisfies the Minimum Conditionaggregate outstanding Shares pursuant to the Offer, and from time to time thereafter, Purchaser shall be entitled to Parent may designate the number of directors, rounded up to the next whole number, on the Board that equals the product of (i) the total number of directors on the Board (after giving effect to the election of any additional directors pursuant to this Sectionas provided in Section 1.3 of the Merger Agreement) and (ii) the percentage that the number of shares of Company Common Stock beneficially Shares owned by Parent and or Purchaser (including shares of Company Common Stock paid any Shares accepted for payment pursuant to the Offer), upon such acceptance for payment, ) bears to the total number of shares of Company Common Stock outstandingoutstanding Shares, and the Company shall take all action within its power necessary to cause Purchaserthe Parent's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting or obtaining resignations from that number of incumbent directorsdirectors as is necessary to enable Parent's designees to be elected to the Board. At such timetimes, the Company will also use its best efforts to cause individual directors persons designated by Purchaser Parent to constitute the same percentage as the number of members, rounded up Parent's designees to the next whole number, Board bears to the total number of directors on the Board on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Board, (ii) each board of directors of each Subsidiary subsidiary of the Company and (iii) each committee of each such board. The Company's obligations to appoint Xxxxxx's designees to the Board shall be subject to Section 14(f) of the Exchange Act, and Rule 14f-1 promulgated thereunder. THE MERGER. The Merger Agreement provides that, following the consummation of the Offer and subject to the terms and conditions of the Merger Agreement, at the Effective Time, Purchaser will be merged with and into the Company, the separate corporate existence of Purchaser will cease, and the Company will continue as defined belowthe Surviving Corporation and a wholly owned subsidiary of Parent) although Parent reserves the right to modify the structure of the Merger Agreement with notice to the Company. CONDITIONS TO THE MERGER. The respective obligations of Parent, Purchaser and the Company to effect the Merger is subject to the satisfaction or waiver of the following conditions: (i) Purchaser shall have accepted and purchased Shares pursuant to the Offer, (ii) all waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been earlier terminated; (iii) no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated by the Merger Agreement shall be in effect; and there shall not be any statute, rule or regulation that makes the consummation of the transactions contemplated by the Merger Agreement illegal; and (iv) the Merger Agreement and the Merger shall have been approved by the shareholders of the Company, if and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until extent a vote of the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers stockholders of the Company (is required in respect of the "CONTINUING DIRECTORS"); provided that Merger Agreement and the Merger in accordance with the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "NYBCL.

Directors. (a) Promptly following Section 1.3.1 Effective upon the purchase of and payment first acceptance for a number exchange by Merger Sub of shares of Company Common Stock that satisfies pursuant to the Minimum ConditionOffer (the “Appointment Time”), and from time to time thereafter, Purchaser Manpower shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this SectionSection 1.3) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser Manpower or Merger Sub (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance accepted for payment, ) bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power reasonably necessary to cause Purchaser's Manpower’s designees to be elected or appointed to the Company Board, including, without limitation, at the option of Manpower, increasing the number of directors, and or seeking and accepting resignations of incumbent directors. At such time, or both; provided, however, that prior to the Effective Time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall always have at least two members who were directors who are directors on the date of this Agreement and who are not officers of the Company prior to consummation of the Offer (the "CONTINUING DIRECTORS"each, a “Continuing Director”); provided that in the event that . If the number of Continuing Directors shall be is reduced below to fewer than two for any reason whatsoeverprior to the Effective Time, any the remaining and departing Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate a person to fill the vacancy who shall be deemed to be a Continuing Director for purposes of this Agreement or, if no Continuing Directors then remain, the other directors shall designate two persons to fill such vacancies who shall not be officers or affiliates of Manpower or any of its subsidiaries, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. As used Notwithstanding anything in this Agreement to the contrary, if Manpower’s designees are elected to the Company Board prior to the Effective Time, the affirmative vote of a majority of the Continuing Directors shall be required for the Company to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) waive compliance with any of the term "agreements or conditions contained herein for the benefit of the Company or Company Shareholders or any of its or their rights, benefits or remedies hereunder, (c) extend the time for performance of Manpower’s and Merger Sub’s respective obligations hereunder, or (d) approve any other action by the Company which is reasonably likely to adversely affect the interests of the Company Shareholders (other than Manpower, Merger Sub and their affiliates (other than the Company and its Subsidiaries)) with respect to the transactions contemplated by this Agreement.

Directors. (a) Promptly following upon the purchase by Purchaser of and payment for a number of shares of Company Common Stock that satisfies any Shares pursuant to the Minimum ConditionOffer, and from time to time thereafterthereafter as Shares are acquired by Purchaser, Purchaser Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board of Directors as will give Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors equal to at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors appointed or elected pursuant to this Sectionsentence and including current directors serving as officers of the Company) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and Purchaser or any affiliate of Parent (including shares for purposes of Company Common Stock paid this Section 1.3 such Shares as are accepted for payment pursuant to the Offer), upon such acceptance for payment, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares of Company Common Stock Shares outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At each such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Directors, (ii) each if requested by Parent, the board of directors of each Subsidiary (as defined below) of the CompanySubsidiaries and (iii) if requested by Parent, and each committee thereof, that represents of such board to include persons designated by Parent constituting the same percentage of each such committee or board as such individuals represent Parent's designees constitute on the BoardBoard of Directors. Notwithstanding The Company shall, upon request by Parent, promptly increase the foregoingsize of the Board of Directors or exercise its best efforts to secure the resignations of such number of directors as is necessary to enable Parent's designees to be elected to the Board of Directors in accordance with the terms of this Section 1.3 and shall cause Parent's designees to be so elected; provided, however, that, in the event that PurchaserParent's designees are to be appointed or elected to the BoardBoard of Directors, until the Effective Time (as defined below), such board in Section 2.2 hereof) the Board of directors Directors shall have at least two directors who are directors on the date of this Agreement hereof and who are not neither officers of the Company Company, Contributing Shareholders nor designees, shareholders, affiliates or associates (within the meaning of the Federal securities laws) of Parent or any Contributing Shareholder (such directors, the "CONTINUING DIRECTORSIndependent Directors"); provided further, that in if at any time or from time to time there are fewer than two Independent Directors, the event other directors shall elect to the Board of Directors such number of persons who shall be neither officers of the Company, Contributing Shareholders nor designees, shareholders, affiliates or associates of Parent or any Contributing Shareholder so that the number total of Continuing such persons and remaining Independent Directors shall be reduced below two for any reason whatsoever, any remaining Continuing serving on the Board of Directors (or Continuing Director, if there shall be only one remaining) shall be entitled is at least two. Any such person elected to designate persons the Board of Directors pursuant to fill such vacancies who the second proviso of the preceding sentence shall be deemed to be Continuing Directors an Independent Director for purposes of this Agreement. As used 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 shareholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if 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 will supply the Company 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 AgreementAgreement 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 term "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 following Effective upon the purchase acceptance for --------- payment by Merger Sub of and payment for a number of shares of Company Common Stock that satisfies Shares pursuant to the Minimum ConditionOffer (the "Appointment Time"), and from time to time thereafter, Purchaser Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company's Board of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors pursuant to this SectionSection 1.3) and (ii) the percentage that the number of shares of Company Common Stock beneficially Shares owned by Parent and Purchaser or Merger Sub (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance Shares accepted for payment, ) bears to the total number of shares of Company Common Stock Shares outstanding, and the Company shall take all action within its power reasonably necessary to cause PurchaserParent's designees to be elected or appointed to the BoardCompany's Board of Directors, including, without limitation, increasing the number of directors, and or seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts or both; provided that, prior to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board Company's Board of directors Directors shall always have at least two members who were directors who are directors on the date of this Agreement and who are not officers Company prior to consummation of the Company Offer (the each, a "CONTINUING DIRECTORSContinuing Director"); provided that in the event that . If the number of Continuing Directors shall be is reduced below to less than two for any reason whatsoeverprior to the Effective Time, any the remaining and departing Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons a person to fill such vacancies who the vacancy. Notwithstanding anything in this Agreement to the contrary, if Parent's designees are elected to Company's Board of Directors prior to the Effective Time, the affirmative vote of the Continuing Directors shall be deemed required for Company to be Continuing Directors for purposes (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement. As used in , (b) waive any of Company's or any Company stockholder's rights, benefits or remedies hereunder, (c) extend the time for performance of Parent's and Merger Sub's respective obligations hereunder, or (d) approve any other action by Company which is reasonably likely to adversely affect the interests of the stockholders of Company (other than Parent, Merger Sub and their affiliates (other than Company and its subsidiaries)), with respect to the transactions contemplated by this Agreement. (b) Company's obligations to appoint designees to its board of directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. Company shall promptly take all actions required pursuant to Section 1.3 and Rule 14f-l in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to Company and its officers and directors as is required under Section 14(f) and Rule 14f-l to fulfill its obligations under this Section 1.3. Parent will supply to Company in writing and be solely responsible for any information with respect to itself and its nominees, the term "officers, directors and affiliates required by Section 14(f) and Rule 14f-1.

Directors. (ai) Promptly following As of the purchase of and payment for a number of shares of Company Common Stock that satisfies the Minimum ConditionAcceptance Date, and from time to time at all times thereafter, Purchaser Parent shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected or designated by Parent pursuant to this Sectionsentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock beneficially owned by Parent Parent, Acquisition Sub and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, their Affiliates bears to the total number of shares of Company Common Stock then outstanding. After the Acceptance Date, and the Company shall shall, upon Parent's reasonable request, take all action within its power actions as are reasonably necessary or desirable to cause Purchaserenable Parent's designees to be so elected or appointed designated to the Company Board, includingincluding promptly filling vacancies or newly created directorships on the Company Board, without limitation, promptly increasing the size of the Company Board (including amending the Company By-Laws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of directorsits incumbent directors as is necessary to effect the foregoing agreement, and seeking and accepting resignations of incumbent directors. At shall cause the Parent's designees to be so elected or designated at such time. After the Acceptance Date, the Company will also use its best efforts shall also, upon Parent's request, cause the directors elected or designated be Parent to cause individual directors designated by Purchaser the Company Board to serve on and constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Company Board, (ii) each board of directors (or similar body) of each Subsidiary (as defined below) of the Company, 's Subsidiaries and (iii) each committee thereof, that represents the same percentage as (or similar body) of each such individuals represent on the Board. Notwithstanding the foregoingboard, in each case to the event that Purchaserextent permitted by applicable Law and the Nasdaq. After the Acceptance Date, the Company shall also, upon Parent's designees are request, take all action necessary to elect to be appointed 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 provisions of this Section 2.2(c) are in addition to and shall not limit any rights that Parent, Acquisition Sub or elected any of their respective Affiliates may have as a record holder or beneficial owner of shares of Company Common Stock as a matter of applicable Law with respect to the Board, until the Effective Time (as defined below), such board election of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "otherwise.

Directors. Subject to compliance with Section 14(f) of the Exchange Act (a) Promptly following including Rule 14f-1), promptly upon the purchase acquisition by Offeror pursuant to the Offers of and payment for a such number of shares Shares which carry a majority of Company Common Stock that satisfies the Minimum Conditionvotes attached to the outstanding Shares on the date of acquisition (taking into account the conversion of Class A Shares deposited under the Class A Offer upon Offeror taking up and paying for such shares), and from time to time thereafterthereafter as Shares are acquired by Offeror, Purchaser Offeror shall be entitled to designate the such number of directorsdirectors of the Corporation (“Offeror’s Designees”), rounded up to the next whole number, on the Board that equals as is equal to the product of (i) the total number of directors on the Board of Directors (after giving effect to any increase in the election number of any additional directors pursuant to this Section) Section 1.4, and (ii) the percentage that the number of shares of Company Common Stock beneficially votes attached to Shares owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, Offeror bears to the total aggregate number of shares votes attached to all of Company Common Stock outstandingthe Shares outstanding (taking into account the conversion of Class A Shares deposited under the Class A Offer upon Offeror taking up and paying for such shares). The Corporation shall, upon request by Offeror, promptly take all commercially reasonable action necessary to so cause Offeror’s Designees to be elected to the Board of Directors, including without limitation (i) increasing the size of the Board of Directors or (ii) securing the resignation of one or more directors of the Corporation, commencing with those directors with the longest remaining terms of office, or both; provided, however, that the last director required to resign shall be an Independent Director, as defined in the NASDAQ Marketplace Rules, and the Company second and third last directors required to so resign shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, Xxx Xxxxxx and seeking and accepting resignations of incumbent directorsXxxxx Xxxxxx. At such time, the Company will Corporation shall, if requested by Offeror, also use its best efforts take all action necessary to cause individual directors persons designated by Purchaser Offeror to constitute at least the same percentage (with the exact number of memberspersons, being rounded up to the next whole number, on ) of the members of (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Corporation, and (as defined belowiii) each committee (or similar body) of the Companyeach such board. The provisions of this Section 1.4 are in addition to and not in limitation of any rights which Offeror, and each committee thereof, that represents the same percentage Parent or any of their affiliates may otherwise have as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed a holder or elected beneficial owner of Shares with respect to the Board, until the Effective Time (as defined below), such board election of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "otherwise.

Directors. (a) Promptly following upon the purchase of acceptance for payment of, and payment for a number of shares of Company Common Stock that satisfies by Parent or Merger Sub for, any Shares pursuant to the Minimum ConditionOffer, and from time to time thereafter, Purchaser Parent or Merger Sub shall be entitled to designate such number of members of the Board of Directors of the Company as will give Merger Sub, subject to compliance with Section 14(f) of the Exchange Act, representation equal to at least that number of directors, rounded up to the next whole number, on the Board that equals which is the product of (i) the total number of directors on the Board (giving effect to the election of any additional directors elected pursuant to this Sectionsentence) and multiplied by (ii) the percentage that the (A) such number of shares of Company Common Stock beneficially owned by Parent Shares so accepted for payment and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer)Offer plus the number of Shares otherwise owned by Parent, upon such acceptance for payment, Merger Sub or any other subsidiary of Parent bears to (B) the total number of shares of Company Common Stock Shares outstanding, and the Company shall take all action within its power to shall, at such time, cause Purchaser's such designees to be elected or appointed to the Boardso elected; provided, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereofhowever, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's such designees are to be appointed or elected to the BoardBoard of Directors of the Company, until the Effective Time (as defined below), such board Board of directors Directors shall have at least two three directors who are directors on the date of this Agreement and who are not officers will be independent for purposes of Rule 10A-3 under the Company Exchange Act (the "CONTINUING DIRECTORS"“Independent Directors”); and provided that further that, in the event that such event, if the number of Continuing Independent Directors shall be reduced below two three for any reason whatsoever, any remaining Continuing Independent Directors (or Continuing Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who will be independent for purposes of Rule 10A-3 under the Exchange Act, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. As used in this AgreementSubject to applicable Law, the term "Company shall take all action requested by Parent necessary 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, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent or Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to such designees). In connection with the foregoing, the Company shall promptly, at the option of Parent, use reasonable efforts to either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable such designees to be elected or appointed to the Board of Directors of the Company as provided above. STRICTLY CONFIDENTIAL (b) Following the election or appointment of Parent’s or Merger Sub’s designees pursuant Section 6.14(a) and prior to the Effective Time, any amendment or termination of this Agreement approved by the Company, extension for the performance or waiver of the obligations of Parent or Merger Sub or waiver of the Company’s rights hereunder shall require the concurrence of a majority of the Independent Directors.

Directors. (a) Promptly following upon the purchase of acceptance for payment of, and payment for a number of by Merger Sub for, any shares of Company Common Stock that satisfies pursuant to the Minimum ConditionOffer, and from time to time thereafter, Purchaser Merger Sub shall be entitled to designate such number of directors on the Company Board as will give Merger Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, on the Board that equals which is the product of (ia) the total number of directors on the Company Board (giving effect to the election of any additional directors elected pursuant to this Sectionsentence) and multiplied by (iib) the percentage that (i) such number of shares of Company Common Stock so accepted for payment and paid for by Merger Sub plus the number of shares of Company Common Stock beneficially otherwise owned by Parent, Holdings or Merger Sub or any other subsidiary of Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to (ii) the total number of such shares of Company Common Stock outstanding, and the Company shall take all action within its power to shall, at such time, cause Purchaser's Merger Sub’s designees to be elected or appointed to the Boardso elected; provided, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereofhowever, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's Merger Sub’s designees are to be appointed or elected to the Company Board, until the Effective Time (as defined below), such board of directors the Company Board shall have at least two three directors who are directors on the date of this Agreement and who are not officers will be independent for purposes of Rule 10A-3 under the Company Exchange Act (the "CONTINUING DIRECTORS"“Independent Directors”); and provided that further that, in the event that such event, if the number of Continuing Independent Directors shall be reduced below two three for any reason whatsoever, any remaining Continuing Independent Directors (or Continuing Independent Director, if there shall be only one remaining) shall be entitled to designate persons Persons to fill such vacancies who shall be deemed to be Continuing Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three Persons to fill such vacancies who will be independent for purposes of Rule 10A-3 under the Exchange Act, and such Persons shall be deemed to be Independent Directors for purposes of this Agreement. As used in this AgreementSubject to applicable Law, the term "Company shall take all action necessary 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, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Merger Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board as provided above. 45

Directors. (a) Promptly following upon the purchase of and payment for a number of shares of Company Common Stock that satisfies Shares pursuant to the Minimum ConditionOffer, and from time to time thereafter, Purchaser shall (i) Parent will be entitled to designate the such number of directorsdirectors ("PARENT'S DESIGNEES"), rounded up to the next whole number, as will give Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board that equals equal to the product of (iA) the total number of directors on the Company Board (giving effect to any increase in the election number of any additional directors pursuant to this SectionSection 1.5) and (B) the percentage that such number of Shares so purchased bears to the aggregate number of Shares outstanding (such number being, the "BOARD PERCENTAGE"); PROVIDED, HOWEVER, that if the number of Shares purchased pursuant to the Offer equals or exceeds a majority of the outstanding Shares, the Board Percentage will in all events be a majority of the members of the Company Board, and (ii) the percentage that Company will, upon request by Parent, promptly satisfy the Board Percentage by (A) increasing the size of the Company Board or (B) using its reasonable best efforts to secure the resignations of such number of shares directors as is necessary to enable Parent's Designees to be elected to the Company Board, or both, and will use its reasonable best efforts to cause Parent's Designees promptly to be so elected, subject in all instances to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Promptly after the date hereof, Parent shall provide to the Company Common Stock beneficially owned by Parent the names of its designees for election to the Company Board and Purchaser (including shares all other information relating to such designees necessary for the Company to comply with Section 14(f) of Company Common Stock paid for the Exchange Act and Rule 14f-1 promulgated thereunder. At the request of Parent, upon the purchase of Shares pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its reasonable best efforts to cause individual directors such individuals designated by Purchaser the Parent to constitute the number same Board Percentage of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Company Board, (ii) each the Company's representation on the board of directors of each any Subsidiary (as defined below) of the Company, and each (iii) the Company's representation on any committee thereofof the board of directors of any Subsidiary of the Company. At the request of Parent, that represents the same percentage as Company will take, at its expense, all reasonable action necessary to effect any such individuals represent on election. Parent will supply to the BoardCompany in writing and be solely responsible for any information with respect to itself, Xxxxxx's Designees and Xxxxxx's officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder to be included in Schedule 14D-9. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected at all times prior to the BoardEffective Time, until the Effective Time (as defined below), such board of directors shall have Company Board will include at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remainingas defined in Section 1.5(b) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "below.

Directors. (a) Promptly following Upon the purchase of Offer Acceptance Time and payment for a number of shares of Company Common Stock that satisfies the Minimum Conditionat all times thereafter, and from time subject to time thereaftercompliance with applicable Legal Requirements, Purchaser shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (after giving effect to the election of any additional directors elected or designated by Purchaser pursuant to this Sectionsentence) and multiplied by (ii) the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent Parent, Purchaser and Purchaser (including shares any of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, their Subsidiaries bears to the total number of shares of Company Common Stock Shares then outstanding, and the Company Parent shall take all action within its power be entitled to cause Purchaser's have such designees to be elected or appointed to such classes of the Company Board so as to be evenly distributed as possible among the three classes of directors of the Company Board. As used in this Agreement, the term “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company and the Company Board shall, upon Purchaser’s request at any time following the purchase of and payment for Shares pursuant to the Offer, take all such actions necessary to (A) appoint to the Company Board the individuals designated by Purchaser and permitted to be so designated by the first sentence of this Section 1.3(a), including promptly filling vacancies or newly created directorships on the Company Board, including, without limitation, promptly increasing the size of the Company Board (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of directorsits incumbent directors as are necessary or desirable to enable Purchaser’s designees to be so elected or designated to the Company Board, and seeking and accepting resignations of incumbent directors. At (B) cause Purchaser’s designees to be so appointed at such time. The Company shall, upon Purchaser’s request following the Company will Offer Acceptance Time, also use its best efforts to cause individual directors Persons elected or designated by Purchaser to constitute the number of members, members (rounded up to the next whole number, ) (1) on (i) each committee of the Company Board other than any such committee of such board established to take action under this Agreement and (ii2) each as requested by Parent, to the extent practicable or permitted by applicable Legal Requirements in non-U.S. jurisdictions, on the board of directors of each Subsidiary (as defined below) of the Company, Company (and each committee thereof), in each case that represents the same percentage as such individuals represent on the Company Board. Notwithstanding From and after the foregoingOffer Acceptance Time, in the event that Purchaser's designees are Company shall, at Parent’s request, take all actions necessary to elect to be appointed or elected to the Board, until the Effective Time (treated as a “controlled company,” as defined belowby NASDAQ Marketplace Rule 5615(c)(1), and make all necessary filings and disclosures associated with such board status. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of directors the Exchange Act and Rule 14f-l promulgated thereunder. The Company shall have at least two directors who are directors on the date promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) of the Exchange Act and who are not officers Rule 14f-l in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders of the Company (together with the "CONTINUING DIRECTORS"); provided that in Schedule 14D-9) the event that information required by Section 14(f) of the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled Exchange Act and Rule 14f-l as is necessary to designate persons to fill such vacancies who shall be deemed enable Purchaser’s designees to be Continuing Directors for purposes elected or designated to the Company Board. Purchaser shall supply the Company with, and be solely responsible for, information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and Affiliates to the extent required by Section 14(f) of the Exchange Act and Rule 14f-l. The provisions of this Agreement. As used Section 1.3(a) are in this Agreementaddition to and shall not limit any rights that any of Purchaser, Parent or any of their respective Subsidiaries may have as a record holder or beneficial owner of Shares as a matter of applicable Legal Requirements with respect to the term "election of directors or otherwise.

Directors. (a) Promptly following after such time as Sub purchases the purchase of and payment for a Offer Securities pursuant to the Offer, Sub shall be entitled, to the fullest extent permitted by law, to designate at its option up to that number of directors, rounded to the nearest whole number, of the Company's Board of Directors, subject to compliance with Section 14(f) of the Exchange Act, as will make the percentage of the Company's directors designated by Sub equal to the percentage of the aggregate voting power of the shares of Company Common Stock that satisfies held by Parent or any of its Subsidiaries (determined after giving effect to the Minimum Conditiondirectors elected pursuant to this Section 6.3); PROVIDED, HOWEVER, that, subject to the next sentence, if Parent and from time to time thereafterits subsidiaries shall hold at least 90% of the aggregate voting power of the shares of Common Stock, Purchaser Sub shall be entitled to designate all of the members of Company's Board of Directors; PROVIDED, FURTHER, that if Sub shall have purchased the Revised Minimum Number of Shares in the Offer, such number of directors, directors shall be rounded up to the next greatest whole number, on the Board that equals the product of (i) the total number of directors on the Board (giving effect plus one to the election of any additional directors pursuant to this Section) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee give Sub at least a majority of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) members of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board's Board of Directors. Notwithstanding the foregoing, in In the event that PurchaserSub's designees are to be appointed or elected to the BoardBoard of Directors of the Company, until the Effective Time (as defined below), such board Board of directors Directors shall have at least two three directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING INDEPENDENT DIRECTORS"); provided that PROVIDED, HOWEVER, that, in the event that such event, if the number of Continuing Independent Directors shall be reduced below two three for any reason whatsoever, any the remaining Continuing Independent Directors (or Continuing DirectorDirector shall designate a person or persons to fill such vacancy or vacancies, each of whom shall be deemed to be an Independent Director for purposes of this Agreement or, if there no Independent Directors then remain, the other directors shall be only one remaining) shall be entitled to designate three persons to fill such vacancies who shall not be officers or affiliates of the Company, or officers or affiliates of Parent or any of its subsidiaries, and such persons shall be deemed to be Continuing Independent Directors for purposes of this Agreement. As used in Following the election or appointment of Sub's designees pursuant to this Section 6.3 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Company Charter or the Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Sub or waiver or assertion of any of the Company's rights hereunder, and any other consent or action by the Board of Directors of the Company with respect to this Agreement, will require the term "concurrence of a majority of the Independent Directors and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. To the fullest extent permitted by applicable law, the Company shall take all action requested by Parent that is reasonably necessary to effect any such 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, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's

Directors. (a) Promptly following Simultaneously with the purchase execution of and payment for this Agreement, the Company shall appoint the Nominee as a number Class I director of shares of the Company Common Stock that satisfies the Minimum Condition, and from time to time thereafter, Purchaser shall be entitled to designate the number of directors, rounded up to the next whole number, serve on the Board with a term expiring at the Company’s 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). The members of the Gilead Group agree that equals the product Company’s and the Board’s obligations in this Section 1.1(a) shall terminate, and the Nominee shall resign as a member of (i) the total number of directors on the Board (giving effect to and all committees thereof), at such time (the election “Trigger Event Resignation Date”) as a court of any additional directors pursuant to this Section) and (ii) the percentage competent jurisdiction concludes that the number Gilead Group has violated any provision of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of or the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time Confidentiality Agreement (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in By entering into this Agreement, the Nominee hereby irrevocably agrees to offer to the Board in writing his resignation as a member of the Board (and all committees thereof) upon the Trigger Event Resignation Date. The parties acknowledge that the Nominee, upon appointment or election to the Board, will be subject to the same protections and obligations as all other members of the Board regarding confidentiality, conflicts of interest, fiduciary duties, trading, disclosure and other governance guidelines and policies (collectively, “Company Policies”), including the obligation to submit an irrevocable contingent resignation to the Board prior to the expiration of the Nominee’s term "at the 2021 Annual Meeting in accordance with Company Policies, and shall be required to preserve the confidentiality of the Company’s business and information, including discussions or matters considered in or for meetings of the Board or related thereto, and shall have the same rights and benefits, including with respect to insurance, indemnification, exculpation, compensation and fees, as are applicable to the independent directors of the Company. In furtherance of the foregoing, the Nominee shall not share any reports, meeting materials, notices, draft minutes or other materials or information received by him in his capacity as a member of the Board with any of his Affiliates unless such Affiliates enter into a confidentiality agreement with the Company in substantially the same form as the confidentiality agreement (the “Confidentiality Agreement”) executed by the Gilead Group and the Company on the date hereof.

Directors. (a) Promptly following After the purchase of and payment for a number of shares of Company Common Stock that satisfies the Minimum ConditionOffer Closing, and from time to time at all times thereafter, Purchaser subject to compliance with applicable Law and the rules and regulations of the NYSE, Merger Sub shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected or designated by Merger Sub pursuant to this Sectionsentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and Purchaser (its direct or indirect wholly-owned Subsidiaries, including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for paymentMerger Sub, bears to the total number of shares Shares then outstanding. After the Offer Closing, the Company shall, upon Merger Sub’s request, promptly take all actions as are necessary to enable Merger Sub’s designees to be so elected or designated to the Company Board, including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Common Stock outstandingBoard (including by amending the bylaws of the Company if necessary to increase the size of the Company Board) or, subject to this Section 2.3, promptly securing the resignations of such number of its incumbent directors, and shall cause Merger Sub’s designees to be so elected or designated at such time. Notwithstanding the foregoing, in no event shall the Company’s Chief Executive Officer be required to resign from the Company Board pursuant to this Section 2.3(a). After the Offer Closing, the Company shall take all action within its power to also, upon Merger Sub’s request, promptly cause Purchaser's designees to be the directors elected or appointed designated by Merger Sub to the Board, including, without limitation, increasing the number of directors, Company Board to serve on and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Company Board, (ii) each board of directors (or similar body) of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company and (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors iii) each committee (or Continuing Directorsimilar body) of each such board (or similar body), if there in each case, to the extent permitted by applicable Law and the rules of the NYSE. After the Offer Closing, the Company shall be only one remaining) shall be entitled also, upon Merger Sub’s request, take all action necessary to designate persons to fill such vacancies who shall be deemed elect to be Continuing Directors for purposes treated as a “controlled company” as defined by NYSE Rule 303A and make all necessary filings and disclosures associated with such status. The provisions of this Agreement. As used Section 2.3(a) are in this Agreementaddition to any rights that Parent or its direct or indirect Subsidiaries, including Merger Sub, may have as a record holder or beneficial owner of Shares as a matter of applicable Law with respect to the term "election of directors or otherwise.

Directors. (a) Promptly following the purchase of and payment for a the number of shares Shares of Company Common Stock that satisfies the Minimum Condition, and from time to time thereafter, Purchaser shall be entitled to designate for election as directors of the Company such number of directors, rounded up to the next whole number, on the Board that equals as is equal to the product of (i) the total number of directors on of the Company constituting the whole Board of Directors (giving effect to any increase in the election number of any additional directors pursuant in order to comply with this SectionSection 1.03) and (ii) the percentage that the number voting power of shares Shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares Shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, bears to the total number voting power of shares Shares of Company Common Stock then outstanding, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the BoardBoard of Directors, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also also, upon the request of Parent or Purchaser, use its reasonable best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board of Directors other than any such committee of such board the Board of Directors established to take action under this Agreement and (ii) each the board of directors of each Significant Subsidiary (as defined belowherein defined) of the Company, and each committee thereof, that represents the same percentage as such individuals Purchaser's designees represent on the BoardBoard of Directors. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the BoardBoard of Directors, the Board of Directors shall at all times until the Effective Time (as defined below), such board of directors shall herein) have at least two directors who are directors on the date of this Agreement and who are or otherwise not officers affiliates of the Company Parent (the "CONTINUING DIRECTORSContinuing Directors"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any the Board of Directors shall cause the person designated by the remaining Continuing Directors (or Director to fill such vacancy and such person shall be deemed to be a Continuing DirectorDirector for all purposes of this Agreement or, if there no Continuing Directors then remain, the other directors of the Company then in office shall be only one remaining) shall be entitled to designate two persons to fill such vacancies who are not officers, directors, employees or affiliates of the Company or Parent or any of their respective Subsidiaries and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. As used The Company's obligations to appoint Purchaser's designees to the Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions and shall include in the Schedule 14D-9 (or an amendment thereto 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 Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this AgreementSection. Parent and Purchaser shall supply to the Company, the term "and be solely responsible for, any information with respect to themselves and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1.

Directors. After the date on which the Offeror and its affiliates take up and pay for at least a majority of the outstanding Common Shares (a) Promptly following calculated on an undiluted basis), the purchase of and payment for a number of shares of Company Common Stock that satisfies the Minimum Condition, and from time to time thereafter, Purchaser Offeror shall be entitled to designate the such number of directorsdirectors (or, at Offeror’s election, request the resignation of such number of directors then on the Board of Directors), rounded up to the next whole number, to serve on the Board of Directors as will give Offeror representation of at least that number of directors which equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this SectionSection 2.5) and (ii) the percentage that the number of shares of Company Common Stock Shares beneficially owned by Parent Offeror and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, its affiliates bears to the total number of shares Common Shares then outstanding. Subject to applicable Law, the Company shall cause individuals designated by Offeror to constitute the same percentage as is on the Board of Directors (after giving effect to the foregoing provisions of this Section 2.5) to be on each committee of the Board of Directors. From and after such time that Offeror has a right pursuant to this Section 2.5 to designate a majority of the members of the Board of Directors and until the completion of a Compulsory Acquisition or a Subsequent Acquisition Transaction, the Company Common Stock outstandingand Offeror shall use commercially reasonable best efforts to ensure that at least one of the independent directors (to be specified by Offeror) who is, and as of the date of this Agreement, a member of the board of directors of RBH, shall continue to be one of the members of the board of directors of RBH. The Company shall take all action within its power actions necessary to cause Purchaser's Offeror’s designees to be elected or appointed to the Board, including, without limitation, increasing the number Board of directors, and seeking and accepting resignations of incumbent directors. At such timeDirectors, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute committees thereof and the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) RBH, including, subject to applicable Laws, increasing or decreasing the board or committee size at Offeror’s request, and, in the case of RBH, amending its articles of amalgamation and by-laws to increase or decrease the Companyminimum and/or maximum number of directors provided therein and its by-laws to make the Canadian residency requirements consistent with the CBCA at Offeror’s request, and each committee thereof, that represents and/or securing the same percentage as such individuals represent on the Boardresignations of incumbent directors specified by Offeror. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Boardforegoing provisions of this Section 2.5, until such time as Offeror has acquired direct or indirect ownership of all of the Effective Time (outstanding Common Shares, the Company shall use its commercially reasonable best efforts to cooperate with the Offeror to cause its Board of Directors as defined below), such well as the board of directors shall have at least two directors who are directors on of RBH to always comply with both the date of this Agreement and who are not officers Canadian residency requirements of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two CBCA and any applicable independence requirements for any reason whatsoever, any remaining Continuing Directors (board or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "committee members under Applicable Securities Laws.

Directors. (a) Promptly following the purchase of Upon Purchaser accepting for payment and payment paying for a such number of shares of Company Common Stock that Shares validly tendered and not properly withdrawn pursuant to the Offer as satisfies the Minimum ConditionCondition (the “Acceptance Time”), and from time at all times thereafter, subject to time thereaftercompliance with the Company Charter Documents, applicable Law and the applicable Listing Rules of the NASDAQ, Purchaser shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors (after giving effect to the election of any additional directors elected or designated by Purchaser pursuant to this Sectionsentence) and multiplied by (ii) the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent Parent, Purchaser and Purchaser (including shares any of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, their Affiliates bears to the total number of shares Shares then outstanding. The Company shall, upon Purchaser’s request at any time following the purchase of Company Common Stock outstandingand payment for Shares pursuant to the Offer, take all such actions necessary and desirable to (I) appoint to the Company shall take all action within Board of Directors the individuals designated by Purchaser and permitted to be so designated by the first sentence of this Section 1.3(a), including, but not limited to, promptly filling vacancies or newly created directorships on the Company Board of Directors, promptly increasing the size of the Company Board of Directors (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 power incumbent directors as are necessary or desirable to cause enable Purchaser's ’s designees to be so elected or appointed designated to the Board, including, without limitation, increasing the number Company Board of directorsDirectors, and seeking and accepting resignations of incumbent directors. At (II) cause Purchaser’s designees to be so appointed at such time. The Company shall, upon Purchaser’s request following the Company will Acceptance Time, also use its best efforts to cause individual directors Persons elected or designated by Purchaser to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on (i) the Company Board of Directors of each committee of the Company Board other than any of Directors to the extent permitted by applicable Law and the NASDAQ Listing Rules. From and after the Acceptance Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by NASDAQ Listing Rule 5615(c) and make all necessary filings and disclosures associated with such committee of such board established to take action 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. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3(a), including, not later than 10 calendar days prior to the Expiration Date, mailing to stockholders and filing with the SEC 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 (the “14(f) Information”). The Company may elect to either (i) mail the 14(f) Information to its stockholders and file the 14(f) Information with the SEC together with the Schedule 14D-9 or (ii) each board mail the 14(f) Information to its stockholders and file the 14(f) Information with the SEC separately from the mailing and filing of the Schedule 14D-9 (any such separate mailing and filing, being referred to as an “14(f) Information Statement”). Purchaser 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. 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 of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "otherwise.

Directors. (a) Promptly following upon the purchase of acceptance for payment of, and payment for for, any Shares by Sub pursuant to the Offer which represent at least a number majority of shares of Company Common Stock that satisfies the Minimum Conditionoutstanding Shares (on a fully diluted basis), and from time to time thereafter, Purchaser Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board that equals of Directors of the Company as will give Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors equal to the product of (ia) the total number of directors on the Board (giving effect to the election of any additional directors pursuant to this Section) Directors and (iib) the percentage that the number of shares of Company Common Stock beneficially owned purchased by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, Sub bears to the total number of shares of Company Common Stock outstanding; PROVIDED, and the Company shall take all action within its power to cause Purchaser's designees to be elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereofHOWEVER, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that PurchaserSub's designees are to be appointed or elected to the BoardBoard of Directors of the Company, until the Effective Time (as defined below), such board Board of directors Directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company (the "CONTINUING INDEPENDENT DIRECTORS"); provided that and PROVIDED FURTHER that, in the event that such event, if the number of Continuing Independent Directors shall be reduced below two for any reason whatsoever, any the remaining Continuing Directors (or Continuing DirectorIndependent Director shall designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if there no Independent Directors then remain, the other directors shall be only one remaining) shall be entitled to designate two persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its subsidiaries, or officers or affiliates of Parent or any of its subsidiaries, and such persons shall be deemed to be Continuing Independent Directors for purposes of this Agreement. As used in this AgreementSubject to applicable law, the term "Company shall take all action requested by Parent necessary to effect any such 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, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company will promptly, at the option of Parent, either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to, and to constitute a majority of, the Company's Board of Directors as provided above.

Directors. (a) Promptly following upon the purchase acceptance of and payment any Shares for a number of shares of Company Common Stock that satisfies exchange pursuant to the Minimum ConditionOffer, and from time to time thereafterthereafter as Shares are acquired pursuant to the Offer, Purchaser Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board as will give Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors which equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors appointed or elected pursuant to this Sectionsentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and Purchaser or any affiliate of Parent (including shares for purposes of Company Common Stock paid this Section 1.5 such Shares as are accepted for payment pursuant to the Offer), upon such acceptance for payment, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares Shares outstanding. The Company shall, upon request by Parent, promptly increase the size of Company Common Stock outstanding, and the Company shall take all action within Board or exercise its power best efforts to cause Purchaser's secure the resignations of such number of directors as is necessary to enable Parent’s designees to be elected or appointed to the BoardCompany Board in accordance with the terms of this Section 1.5 and shall cause Parent’s designees to be so elected; provided, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up that Parent’s director designees shall be subject to the next whole number, on (i) each committee reasonable approval of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of then-serving directors of each Subsidiary (as defined below) of the Company, and each committee thereofwhich approval shall not be unreasonably withheld, that represents the same percentage as such individuals represent on the Boardconditioned or delayed. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined belowin Section 2.2 hereof), such board of directors the Company Board shall have at least two three (3) directors who are directors on the date of this Agreement hereof and who are not neither officers nor employees of the Company nor designees, stockholders, affiliates or associates (within the "CONTINUING DIRECTORS"meaning of the Federal securities laws) of Parent (such directors, the “Independent Directors“); provided . It is the intent of the parties hereto that in such Independent Directors will be the event directors who serve as members of the Audit Committee of the Company Board as of the date hereof, and such Independent Directors will continue to serve on the Audit Committee of the Company Board and will be responsible for reviewing any Company filings under the Exchange Act and any earnings releases of the Company during the interim period between Parent’s acceptance of any Shares pursuant to the Offer and the Effective Time. If at any time or from time to time fewer than three (3) Independent Directors remain on the Company Board, the other directors shall elect to the Company Board such number of persons who shall be neither officers nor employees of the Company nor designees, shareholders, affiliates or associates of Parent and who shall be reasonably acceptable to any remaining Independent Directors so that the number total of Continuing such persons and the remaining Independent Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors serving on the Company Board is at least three (or Continuing Director, if there shall be only one remaining) shall be entitled 3). Any such person elected to designate persons the Company Board pursuant to fill such vacancies who the preceding sentence shall be deemed to be Continuing Directors an Independent Director for purposes of this Agreement. As used 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 1.5 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 such Rule 14f-1 if Parent has not theretofore designated directors) such information with respect to the Company and its officers and directors as is required under such Section 14(f) and such Rule 14f-1 in order to fulfill its obligations under this such Section 1.5. Parent shall supply the Company any information with respect to itself and its nominees, officers, directors and affiliates required by such Section 14(f) and such Rule 14f-1. Notwithstanding anything in this Agreement to the contrary, following the time directors designated by Parent constitute a majority of the Company Board and prior to the Effective Time, the affirmative vote of the Independent Directors shall be required to (i) amend or terminate on behalf of the Company this Agreement, (ii) exercise or waive any of the term "Company’s rights or remedies hereunder or thereunder, (iii) extend the time for performance of Parent’s or Acquisition’s obligations hereunder or thereunder, (iv) take any other action required to be taken by the Company Board hereunder or thereunder or (v) take any other action of the Company Board under or in connection with this Agreement if such action would materially and adversely affect holders of Shares other than Parent or Acquisition; provided, that if there shall be no Independent Directors, then such actions may be effected by majority vote of the entire Company Board. If at any time the Independent Directors deem it necessary to consult legal counsel in connection with their duties as Independent Directors or actions taken, being taken or to be taken by the Company, the Independent Directors may retain one firm as legal counsel for such purpose in each such instance, and the Company shall pay, at the Independent Directors’ discretion, the reasonable, documented fees and expenses of any such firm acting as legal counsel incurred in connection herewith.

Directors. (a) Promptly As promptly as practicable following the purchase date of the Company’s next Board meeting and, in any event, on or before September 30, 2016, General Jxxxxx X. Xxxxxxxx shall resign from the Board and payment for a number the Company agrees that the Board and all applicable committees of shares the Board shall take all actions necessary to (i) increase the size of Company Common Stock that satisfies the Minimum Condition, and Board from time seven (7) to time thereafter, Purchaser shall be entitled to designate the number of eight (8) directors, rounded up (ii) appoint the Director Designees as directors of the Company to the next whole number, serve on the Board with a term expiring at the 2016 Annual Meeting and shall appoint one Director Designee to the Audit Committee and the other Director Designee to the Compensation Committee, subject to Section 2.1(b), and (iii) include the Director Designees on the Company’s slate of nominees for the election of directors at the 2016 Annual Meeting and recommend and solicit proxies for the election of the Director Designees at the 2016 Annual Meeting in the same manner as for the other nominees nominated by the Board at the 2016 Annual Meeting. The members of the Privet Group agree that equals the product of (i) the total number one of directors on its two Director Designees will resign as a member of the Board (giving and all committees thereof) if five or more calendar days have elapsed since the First Trigger Event and the Board has requested in writing the Director Designee’s resignation, in which case the resignation shall take effect at the time the Board has delivered such request to the election of any additional directors pursuant to this Section) Director Designee and the Privet Group and (ii) all of its Director Designees will resign as members of the percentage Board (and all committees thereof) if five or more calendar days have elapsed since the Final Trigger Event and the Board has requested in writing the Director Designee(s)’s resignation(s), in which case the resignation(s) shall take effect at the time the Board has delivered such request to the Director Designee and the Privet Group. By entering into this Agreement, each Director Designee hereby irrevocably agrees to resign as a member of the Board (and all committees thereof) on the earlier of (x) the Trigger Event Resignation Date, and (y) the date that the number of shares of Company Common Stock beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant Board delivers a written request to the OfferDirector Designee and the Privet Group for the Director Designee’s resignation under the circumstances described in, and in accordance with, Section 3.1(b). If the Standstill Period has not expired on the first day of the advanced notice period for shareholders to nominate directors for election at the Company’s 2017 Annual Meeting, upon such acceptance unless the Board determines in good faith that doing so would violate the Board’s fiduciary duties under applicable law, the Board shall nominate the Director Designees for payment, bears election to the total number Board at the 2017 Annual Meeting and will recommend and solicit proxies for the election of shares of Company Common Stock outstanding, the Director Designees at the 2017 Annual Meeting in the same manner as for the other nominees nominated by the Board at the 2017 Annual Meeting. The Board and the Company shall take all action within its power have no obligation to cause Purchaser's designees to be elected or appointed to nominate any Director Designee for election at the Company’s 2018 Annual Meeting. The Company further agrees that without the unanimous approval of the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directors. At such timeincluding each Director Designee, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee size of the Board other than any such committee of such board established shall not exceed nine (9) directors following the 2016 Annual Meeting and prior to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing2018 Annual Meeting; however, in the event that Purchaser's designees are to be appointed or elected a ninth (9th) director is added to the Board, until Board at any time prior to the Effective Time (as defined below)2018 Annual Meeting, such board of directors director shall have at least two directors who are directors on the date of this Agreement and who are not officers of be mutually agreed upon by the Company (and the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "Privet Group.

Directors. (a) Promptly following upon the purchase of and acceptance for payment for a number of shares of Company Common Stock and Company Preferred Stock by Newco pursuant to the Tender Offer, in the event that satisfies Parent elects to cause Newco to commence the Minimum ConditionTender Offer, and from time to time thereafter, Purchaser Newco shall be entitled to designate the such number of directors, rounded up to the next whole number, directors on the Board that equals of Directors of Company as will give Newco, subject to compliance with Section 14(f) of the Exchange Act, representation on Company's Board of Directors equal to the product of (i) the total number of directors on the Company's Board (giving effect to the election of any additional directors pursuant to this Section) Directors and (ii) the percentage that the number of shares of Company Common Stock beneficially owned and Company Preferred Stock purchased by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to Newco in the Offer), upon such acceptance for payment, Tender Offer bears to the total number of shares of Company Common Stock outstandingand Company Preferred Stock outstanding at such time, and the Company shall take all action within its power to shall, at such time, cause PurchaserNewco's designees to be so elected or appointed to the Board, including, without limitation, increasing the number by its existing Board of directors, and seeking and accepting resignations of incumbent directors. At such time, the Company will also use its best efforts to cause individual directors designated by Purchaser to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and (ii) each board of directors of each Subsidiary (as defined below) of the Company, and each committee thereofDirectors; provided, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that PurchaserNewco's designees are to be appointed or elected to the BoardBoard of Directors of Company, until the Effective Time (as defined below), such board Board of directors Directors shall have at least two directors who are directors of Company on the date of this Agreement and who are not officers or employees of the Company (the "CONTINUING INDEPENDENT DIRECTORS")) and; provided that further that, in the event that such event, if the number of Continuing Independent Directors shall be reduced below two for any reason whatsoever, any the remaining Continuing Directors (or Continuing DirectorIndependent Director shall designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if there no Independent Directors then remain, the other directors of Company on the date hereof shall be only one remaining) shall be entitled to designate two persons to fill such vacancies who shall not be officers or employees of Company, or officers or affiliates of Newco, and such persons shall be deemed to be Continuing Independent Directors for purposes of this Agreement. As used in this AgreementSubject to applicable law, Company shall take all action requested by Newco necessary to effect any such election, including mailing to its shareholders the term "information statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. In connection with the foregoing, Company will promptly, at the option of Newco, either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Newco's designees to be elected or appointed to, and to constitute a majority of, Company's Board of Directors as provided above.

Directors. (a) Promptly following upon the purchase of and payment for a number of shares of Company Common Stock that satisfies Shares by Acquisition Sub pursuant to the Minimum Condition, Offer and from time to time thereafter, Purchaser shall Acquisition Sub will be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as will give Acquisition Sub representation on the Company Board equal to the product of (i) the total number of directors on the Company Board (after giving effect to any increase in the election number of any additional directors pursuant to this SectionSection 1.4(a)) and (ii) the percentage that the number of shares of Company Common Stock Shares beneficially owned by Parent and Purchaser (including shares of Company Common Stock paid for pursuant to the Offer), upon such acceptance for payment, Acquisition Sub bears to the total number of shares of Company Common Stock Shares then outstanding, and the Company shall and Company Board will take all action within necessary to promptly cause, upon request by Acquisition Sub, the increase of the size of the Company Board or use its power reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Acquisition Sub with such level of representation and Company and Company Board will take all action necessary to cause PurchaserAcquisition Sub's designees to be so elected or appointed to the Board, including, without limitation, increasing the number of directors, and seeking and accepting resignations of incumbent directorsappointed. At such time, the Company will also use its reasonable best efforts to cause individual directors individuals designated by Purchaser Acquisition Sub to constitute the number same percentage of members, rounded up the entire Company Board to the next whole number, on constitute: (i) each committee of the Board other than any such committee of such board established to take action under this Agreement and Company Board; (ii) each board of directors and each committee thereof of each wholly owned Subsidiary of Company; and (as defined belowiii) the designees, appointees or other similar representatives of Company on each board of directors and each committee thereof of each non-wholly owned Subsidiary. Company's obligations to appoint designees to the Company Board will be subject to Section 14(f) of the CompanyExchange Act. At the request of Acquisition Sub, and each committee thereofCompany will take all actions necessary to effect any such election or appointment of Acquisition Sub's designees, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected including mailing to the Board, until Company Shareholders the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder which, unless Acquisition Sub otherwise elects, will be so mailed together with the Schedule 14D-9. Acquisition Sub will supply to Company (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoeverall information with respect to itself and its officers, any remaining Continuing Directors (or Continuing Director, if there shall be only one remaining) shall be entitled to designate persons to fill directors and Affiliates required by such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "section and rule.

Directors. (a) Promptly following Effective upon the purchase of and payment for a number of shares of Company Common Stock that satisfies the Minimum ConditionOffer Closing, and from time to time at all times thereafter, Purchaser Parent shall be entitled to designate designate, from time to time, such number of members of the Board of Directors of the Company as will give Parent, subject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, representation equal to at least that number of directors, rounded up to the next whole number, on the Board that equals is the product of (ia) the total number of directors on the Board (giving effect to the election of any additional directors elected or appointed pursuant to this Sectionsentence) and multiplied by (iib) the percentage that (i) the number of shares of Company Common Stock beneficially owned by Parent and Purchaser its Subsidiaries (including shares of Company Common Stock paid accepted for payment pursuant to the Offer), upon such acceptance for payment, ) bears to (ii) the total number of shares of the Company Common Stock then outstanding; provided, and however, that in the event that Parent’s designees are appointed or elected to the Board of Directors of the Company, until the Effective Time Parent shall use its reasonable best efforts to cause the Board of Directors of the Company to have at least three Continuing Directors. The Company shall promptly take all action within requested by Parent necessary or desirable to effect any such election or appointment, including (A) increasing the size of the Board of Directors of the Company (including by amending the Company Bylaws if necessary to increase the size of the Board of Directors of the Company), (B) filling vacancies or newly created directorships on the Board of Directors of the Company and (C) obtaining the resignation of such number of its power current directors as is, in each case, necessary to cause Purchaser's enable such designees to be so elected or appointed to the Board, Board of Directors of the Company in compliance with applicable Law (including, without limitationto the extent applicable prior to the Effective Time, increasing Rule 10A-3 under the number Exchange Act and applicable NASDAQ Rules). The Company shall promptly take all actions required pursuant to Section 14(f) of directorsthe Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.9(a), including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, and seeking the Company agrees to make such mailing concurrently with the mailing of the Schedule 14D-9. Parent and accepting resignations of incumbent directorsMerger Sub shall provide to the Company on a timely basis all information required to be included in the Information Statement with respect to such designees and with respect to Parent’s officers, directors and Affiliates. At such timeAfter the Offer Closing, the Company will also use its best efforts to shall also, upon Parent’s request, cause individual the directors elected or designated by Purchaser Parent to the Board of Directors of the Company to serve on and constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Board of Directors of the Company of (i) each committee of the Board other than of Directors of the Company, except for any such committee of such board established to take action under with respect to the subject matter of this Agreement and Agreement, (ii) each the board of directors of each Subsidiary (as defined below) of the Company, and each committee thereof, that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, in the event that Purchaser's designees are to be appointed or elected to the Board, until the Effective Time (as defined below), such board of directors shall have at least two directors who are directors on the date of this Agreement and who are not officers of the Company and (the "CONTINUING DIRECTORS"); provided that in the event that the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors iii) each committee (or Continuing Directorsimilar body) of each such board, if there shall be only one remaining) shall be entitled in each case to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. As used in this Agreement, the term "extent permitted by applicable Law and the NASDAQ Marketplace Rules.