Heller Uses in ADRM Board of Directors Clause

ADRM Board of Directors from Master Restructuring Agreement

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., "ADRM"), ADUROMED CORPORATION ("Aduromed"), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN ("Sherleigh"), PEQUOT CAPITAL MANAGEMENT, INC. ("Pequot"), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the "Pequot Funds"), HELLER CAPITAL INVESTMENTS ("Heller") and the individuals and entities listed on Schedule A attached hereto identified as the "Polak/Lazar Secured Parties" (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the "Bridge Loan Holders").

ADRM Board of Directors. The parties hereto agree that from and after the Effective Time (i) Pequot shall have the right to have two (2) designees elected to the ADRM Board of Directors, (ii) Sherleigh shall have the right to have two (2) designees elected to the ADRM Board of Directors, (iii) Heller shall have the right to have one (1) designee elected to the ADRM Board of Directors and to have one (1) designee attend all ADRM Board of Directors meetings as an observer, (iv) the Polak/Lazar Secured Parties shall have the right to have one (1) designee attend all ADRM Board of Directors meetings as an observer and (v) the ADRM Board of Directors shall consist of nine (9) members. Each of the parties hereto agree to vote its shares of capital stock of ADRM to give effect to the provisions of this Section 18.

ADRM Board of Directors from Master Restructuring Agreement

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., "ADRM"), ADUROMED CORPORATION ("Aduromed"), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN ("Sherleigh"), PEQUOT CAPITAL MANAGEMENT, INC. ("Pequot"), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the "Pequot Funds"), HELLER CAPITAL INVESTMENTS ("Heller") and the individuals and entities listed on Schedule A attached hereto identified as the "Polak/Lazar Secured Parties" (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the "Bridge Loan Holders").

ADRM Board of Directors. The parties hereto agree that from and after the Effective Time (i) Pequot shall have the right to have two (2) designees elected to the ADRM Board of Directors, (ii) Sherleigh shall have the right to have two (2) designees elected to the ADRM Board of Directors, (iii) Heller shall have the right to have one (1) designee elected to the ADRM Board of Directors and to have one (1) designee attend all ADRM Board of Directors meetings as an observer, (iv) the Polak/Lazar Secured Parties shall have the right to have one (1) designee attend all ADRM Board of Directors meetings as an observer and (v) the ADRM Board of Directors shall consist of nine (9) members. Each of the parties hereto agree to vote its shares of capital stock of ADRM to give effect to the provisions of this Section 18.

ADRM Board of Directors from Master Restructuring Agreement

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., "ADRM"), ADUROMED CORPORATION ("Aduromed"), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN ("Sherleigh"), PEQUOT CAPITAL MANAGEMENT, INC. ("Pequot"), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the "Pequot Funds"), HELLER CAPITAL INVESTMENTS ("Heller") and the individuals and entities listed on Schedule A attached hereto identified as the "Polak/Lazar Secured Parties" (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the "Bridge Loan Holders").

ADRM Board of Directors. The parties hereto agree that from and after the Effective Time (i) Pequot shall have the right to have two (2) designees elected to the ADRM Board of Directors, (ii) Sherleigh shall have the right to have two (2) designees elected to the ADRM Board of Directors, (iii) Heller shall have the right to have one (1) designee elected to the ADRM Board of Directors and to have one (1) designee attend all ADRM Board of Directors meetings as an observer, (iv) the Polak/Lazar Secured Parties shall have the right to have one (1) designee attend all ADRM Board of Directors meetings as an observer and (v) the ADRM Board of Directors shall consist of nine (9) members. Each of the parties hereto agree to vote its shares of capital stock of ADRM to give effect to the provisions of this Section 18.

ADRM Board of Directors from Master Restructuring Agreement

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., "ADRM"), ADUROMED CORPORATION ("Aduromed"), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN ("Sherleigh"), PEQUOT CAPITAL MANAGEMENT, INC. ("Pequot"), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the "Pequot Funds"), HELLER CAPITAL INVESTMENTS ("Heller") and the individuals and entities listed on Schedule A attached hereto identified as the "Polak/Lazar Secured Parties" (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the "Bridge Loan Holders").

ADRM Board of Directors. The parties hereto agree that from and after the Effective Time (i) Pequot shall have the right to have two (2) designees elected to the ADRM Board of Directors, (ii) Sherleigh shall have the right to have two (2) designees elected to the ADRM Board of Directors, (iii) Heller shall have the right to have one (1) designee elected to the ADRM Board of Directors and to have one (1) designee attend all ADRM Board of Directors meetings as an observer, (iv) the Polak/Lazar Secured Parties shall have the right to have one (1) designee attend all ADRM Board of Directors meetings as an observer and (v) the ADRM Board of Directors shall consist of nine (9) members. Each of the parties hereto agree to vote its shares of capital stock of ADRM to give effect to the provisions of this Section 18.

ADRM Board of Directors from Master Restructuring Agreement

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., "ADRM"), ADUROMED CORPORATION ("Aduromed"), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN ("Sherleigh"), PEQUOT CAPITAL MANAGEMENT, INC. ("Pequot"), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the "Pequot Funds"), HELLER CAPITAL INVESTMENTS ("Heller") and the individuals and entities listed on Schedule A attached hereto identified as the "Polak/Lazar Secured Parties" (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the "Bridge Loan Holders").

ADRM Board of Directors. The parties hereto agree that from and after the Effective Time (i) Pequot shall have the right to have two (2) designees elected to the ADRM Board of Directors, (ii) Sherleigh shall have the right to have two (2) designees elected to the ADRM Board of Directors, (iii) Heller shall have the right to have one (1) designee elected to the ADRM Board of Directors and to have one (1) designee attend all ADRM Board of Directors meetings as an observer, (iv) the Polak/Lazar Secured Parties shall have the right to have one (1) designee attend all ADRM Board of Directors meetings as an observer and (v) the ADRM Board of Directors shall consist of nine (9) members. Each of the parties hereto agree to vote its shares of capital stock of ADRM to give effect to the provisions of this Section 18 .

ADRM Board of Directors from Master Restructuring Agreement

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., "ADRM"), ADUROMED CORPORATION ("Aduromed"), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN ("Sherleigh"), PEQUOT CAPITAL MANAGEMENT, INC. ("Pequot"), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the "Pequot Funds"), HELLER CAPITAL INVESTMENTS ("Heller") and the individuals and entities listed on Schedule A attached hereto identified as the "Polak/Lazar Secured Parties" (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the "Bridge Loan Holders").

ADRM Board of Directors. The parties hereto agree that from and after the Effective Time (i) Pequot shall have the right to have two (2) designees elected to the ADRM Board of Directors, (ii) Sherleigh shall have the right to have two (2) designees elected to the ADRM Board of Directors, (iii) Heller shall have the right to have one (1) designee elected to the ADRM Board of Directors and to have one (1) designee attend all ADRM Board of Directors meetings as an observer, (iv) the Polak/Lazar Secured Parties shall have the right to have one (1) designee attend all ADRM Board of Directors meetings as an observer and (v) the ADRM Board of Directors shall consist of nine (9) members. Each of the parties hereto agree to vote its shares of capital stock of ADRM to give effect to the provisions of this Section 18 .

ADRM Board of Directors from Restructuring Agreement

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., "ADRM"), ADUROMED CORPORATION ("Aduromed"), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN ("Sherleigh"), PEQUOT CAPITAL MANAGEMENT, INC. ("Pequot"), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the "Pequot Funds"), HELLER CAPITAL INVESTMENTS ("Heller") and the individuals and entities listed on Schedule A attached hereto identified as the "Polak/Lazar Secured Parties" (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the "Bridge Loan Holders").

ADRM Board of Directors. The parties hereto agree that from and after the Effective Time (i) Pequot shall have the right to have two (2) designees elected to the ADRM Board of Directors, (ii) Sherleigh shall have the right to have two (2) designees elected to the ADRM Board of Directors, (iii) Heller shall have the right to have one (1) designee elected to the ADRM Board of Directors and to have one (1) designee attend all ADRM Board of Directors meetings as an observer, (iv) the Polak/Lazar Secured Parties shall have the right to have one (1) designee attend all ADRM Board of Directors meetings as an observer and (v) the ADRM Board of Directors shall consist of nine (9) members. Each of the parties hereto agree to vote its shares of capital stock of ADRM to give effect to the provisions of this Section 18.

ADRM Board of Directors from Restructuring Agreement

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., "ADRM"), ADUROMED CORPORATION ("Aduromed"), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN ("Sherleigh"), PEQUOT CAPITAL MANAGEMENT, INC. ("Pequot"), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the "Pequot Funds"), HELLER CAPITAL INVESTMENTS ("Heller") and the individuals and entities listed on Schedule A attached hereto identified as the "Polak/Lazar Secured Parties" (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the "Bridge Loan Holders").

ADRM Board of Directors. The parties hereto agree that from and after the Effective Time (i) Pequot shall have the right to have two (2) designees elected to the ADRM Board of Directors, (ii) Sherleigh shall have the right to have two (2) designees elected to the ADRM Board of Directors, (iii) Heller shall have the right to have one (1) designee elected to the ADRM Board of Directors and to have one (1) designee attend all ADRM Board of Directors meetings as an observer, (iv) the Polak/Lazar Secured Parties shall have the right to have one (1) designee attend all ADRM Board of Directors meetings as an observer and (v) the ADRM Board of Directors shall consist of nine (9) members. Each of the parties hereto agree to vote its shares of capital stock of ADRM to give effect to the provisions of this Section 18.