Common use of Board Representation Clause in Contracts

Board Representation. The merger agreement provides that promptly after the later to occur of (1) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directors.

Board Representation. The merger agreement provides that promptly after the later to occur of (1) Promptly upon the purchase by Acquisition Sub of Shares pursuant to the Offer and payment for any shares by our from time to time thereafter, Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation number on the board equal to Board that equals the product of (i) the total number of directors on the board Board (giving effect to the election of any additional directors elected pursuant to this Section) and (ii) the percentage that the number of Shares owned by Acquisition Sub and its affiliates (including any Shares purchased pursuant to the merger agreementOffer) multiplied by the percentage of bears to the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent willoutstanding Shares, and the Company shall upon request of our by Parent, use its best efforts subject to the provisions of Section 1.3(b), promptly either to increase the size of the Board (and shall, if necessary, amend the Company's by-laws to permit such an increase) or use its board of directors or reasonable best efforts to secure the resignations resignation of such number of its incumbent directors, or both directors as is necessary to enable such Parent's designees of our to be elected to the Board and shall cause Parent designees to be so elected or appointed elected; provided, that, at all times prior to Convergentthe Effective Time, the Company's board of directors, and Convergent will take all actions available to Convergent to cause such Board shall include at least two members who are not designees of our Parent to be so elected or appointed at that timeParent. At that timePromptly upon request by Parent, Convergent the Company will, if requested by our Parentsubject to the provisions of Section 1.3(b), also take all action necessary use its reasonable best efforts to cause persons designated by our Parent to have constitute the same percentage representation as the number of Parent's designees to the Board bears to the total number of directors on the Board on (i) each committee of Convergent's board of directorsthe Board, (ii) each board of directors (or similar body) governing body or bodies of each subsidiary of Convergent, the Company designated by Parent and (iii) each committee (or similar body) of each such board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsbody.

Board Representation. The merger agreement provides that promptly after the later to occur of (1) Promptly upon the purchase of and payment for any shares by our Shares pursuant to the Offer, Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors the Company Board as will give our Parent representation on the board is equal to the product of (a) the total number of directors on the board Company Board (after giving effect to the directors elected designated by Parent pursuant to this sentence) and (b) the merger agreement) multiplied percentage that the total votes represented by such number of Shares in the election of directors of the Company so purchased bears to the total votes represented by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially ownsShares outstanding. Convergent willIn furtherance thereof, the Company shall, upon request of our by Parent, use its best efforts promptly either to increase the size of the Company Board and/or exercise its board of directors or commercially reasonable best efforts to secure the resignations of such number of its incumbent directors, or both directors as is necessary to enable such Parent's designees of our Parent to be elected to the Company Board and shall take all actions to cause Parent's designees to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that timethe Company Board. At that such time, Convergent will, if requested by our Parent, the Company shall also take all action necessary to cause persons designated by our Parent to have constitute at least the same percentage representation (rounded up to the next whole number) as is on the Company Board of (i) each committee of Convergent's board of directorsthe Company Board, (ii) each board of directors (or similar body) of each subsidiary Subsidiary (as defined in Section 10.2 hereof) of Convergentthe Company (each, a "COMPANY SUBSIDIARY") and (iii) each committee (or similar body) of each board of directorssuch board. The parties Company shall take, at its expense, all action required pursuant to Section 14(f) and Rule 14f-1 of the Exchange Act in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 to its stockholders such information with respect to the Company and its officers and directors as is required by such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3. Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3 are in addition to and shall not limit any rights which Acquisition Sub, Parent or any of their affiliates may have agreed as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. In the event that Parent's designees are elected to the Company Board, until the Effective Time (as hereinafter defined), the Company Board shall have at least two directors who are directors on the date hereof (the "INDEPENDENT DIRECTORS"); provided that, in such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining Independent Director shall be entitled to designate the person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Director then remains, the other directors shall designate two persons to fill such vacancies who shall not be stockholders, affiliates or associates of Parent or Acquisition Sub and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that our Parent's designees are elected or appointed to Convergent's board the Company Board, after the acceptance for payment of directorsShares pursuant to the Offer and prior to the Effective Time, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will Independent Directors shall be required after the acceptance for payment of shares pursuant in addition to our offer and prior any other applicable requirement to the effective time (a) amend this Agreement in any material respect in a manner adverse to any stockholder of the merger, before Convergent (1) amends Company or terminates the merger agreementany intended third-party beneficiary of this Agreement, (2b) exercises terminate this Agreement by the Company, (c) exercise or waives waive any of its the Company's material rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent)hereunder, (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4d) take any other action on behalf extend the time for performance of Convergent in connection with the merger agreement required to be taken by ConvergentParent's board of directorsor Acquisition Sub's respective obligations hereunder.

Board Representation. The merger agreement provides that (a) Subject to applicable Law and to the extent permitted by the NYSE, promptly after upon the later acceptance for payment of any Shares pursuant to occur of (1) the purchase of and payment for any shares by our Offer, Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, to serve on Convergent's board the Board of directors Directors of the Company as will give our Parent Merger Subsidiary representation on the board Board of Directors of the Company equal to the product of (i) the total number of directors on the board Board of Directors (giving effect to the election of any additional directors elected pursuant to the merger agreementthis Section) multiplied by and (ii) the percentage of that the total outstanding number of shares that we or any affiliate of ours Shares beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either owned by Parent and/or Merger Subsidiary (including Shares accepted for payment) bears to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is Shares outstanding. The Company shall take all actions necessary to enable such cause Parent’s designees of our Parent to be so elected or appointed to Convergent's board the Company’s Board of directorsDirectors, including increasing the size of the Board of Directors and/or securing the resignations of incumbent directors (including, if necessary, to ensure that a sufficient number of independent directors are serving on the Board of Directors of the Company in order to satisfy the NYSE listing requirements). Unless waived in writing by Parent, the Company shall, prior to the expiration of the Offer, deliver to Parent such resignations of directors conditioned upon acceptance of Shares for payment and Convergent will take all actions available evidence of the valid election of Parent’s designees to Convergent the Company’s Board of Directors conditioned upon acceptance of Shares for payment so as to effect the provisions of this Section 2.03(a). Subject to applicable Law, the Company shall cause such designees of our individuals designated by Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have constitute the same percentage representation as is on the entire Board of Directors of the Company (after giving effect to this Section 2.03(a)) to be on (i) each committee of Convergent's board the Board of directors, Directors of the Company and (ii) each board Board of directors (or similar body) of each subsidiary of Convergent, Directors and each committee (or similar bodythereof of each Subsidiary of the Company. The Company’s obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of each board the Exchange Act. At the request of directors. The parties have agreed thatParent, the Company shall promptly take, at its expense, all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfil its obligations under this Section 2.03(a) and shall include in the event that our Parent's designees are elected Schedule 14D-9 or appointed otherwise timely mail to Convergent's board of directorsits stockholders all necessary information to comply therewith. Parent will supply to the Company, and be solely responsible for, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be information with respect to itself and its officers, directors and Affiliates required after the acceptance for payment of shares pursuant to our offer by Section 14(f) and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies Rule 14f-1 under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsExchange Act.

Board Representation. The merger agreement provides that (a) Subject to applicable law and to the extent permitted by the NYSE, promptly after upon the later acceptance for payment of any Shares pursuant to occur of (1) the purchase of and payment for any shares by our Offer, Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, to serve on Convergent's board the Board of directors Directors of the Company as will give our Parent Merger Subsidiary representation on the board Board of Directors of the Company equal to the product of (i) the total number of directors on the board Board of Directors (giving effect to the election of any additional directors elected pursuant to the merger agreementthis Section) multiplied by and (ii) the percentage of that the total outstanding number of shares that we or any affiliate of ours Shares beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either owned by Parent and/or Merger Subsidiary (including Shares accepted for payment) bears to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is Shares outstanding. The Company shall take all actions necessary to enable such cause Parent's designees of our Parent to be so elected or appointed to Convergentthe Company's board Board of directorsDirectors, including increasing the size of the Board of Directors and/or securing the resignations of incumbent directors (including, if necessary, to ensure that a sufficient number of independent directors are serving on the Board of Directors of the Company in order to satisfy the NYSE listing requirements). Subject to applicable law and Convergent will take all actions available to Convergent to the extent permitted by the NYSE, the Company shall cause such designees of our individuals designated by Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have constitute the same percentage representation as is on the entire Board of Directors of the Company (after giving effect to this Section 2.03(a)) to be on (i) each committee of Convergent's board the Board of directors, Directors of the Company and (ii) each board Board of directors (or similar body) of each subsidiary of Convergent, Directors and each committee (or similar bodythereof of each Subsidiary of the Company. The Company's obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of each board the Exchange Act. At the request of directors. The parties have agreed thatParent, the Company shall promptly take, at its expense, all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 2.03(a) and shall include in the event that our Parent's designees are elected Schedule 14D-9 or appointed otherwise timely mail to Convergent's board of directorsits stockholders all necessary information to comply therewith. Parent will supply to the Company, and be solely responsible for, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be information with respect to itself and its officers, directors and affiliates required after the acceptance for payment of shares pursuant to our offer by Section 14(f) and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies Rule 14f-1 under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsExchange Act.

Board Representation. The merger agreement provides that promptly after (a) Subject to applicable Law, immediately upon payment by Offeror for shares of Company Common Stock accepted at the later Acceptance Time, and from time to occur time thereafter as shares of (1) the purchase of and payment for any shares Company Common Stock are acquired by our Parent or any of its subsidiaries as a result of which our Offeror, Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, to serve on Convergent's board the Board of directors Directors of the Company as will give our Parent Offeror representation on the board equal to Board of Directors of the Company of at least that number of directors which equals the product of (i) the total number of directors on the board Board of Directors (giving effect to the election of any additional directors elected pursuant to the merger agreementthis Section) multiplied by and (ii) the percentage of that the total outstanding number of shares that we or any affiliate of ours Company Common Stock beneficially owns. Convergent will, upon request owned by Parent and/or Offeror (including for purposes of our Parent, use its best efforts promptly either this Section 1.03 such shares of Company Common Stock accepted for payment) bears to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is shares of Company Common Stock then outstanding. The Company shall take all actions necessary to enable such cause Parent’s designees of our Parent to be so elected or appointed to Convergent's board the Company’s Board of Directors, including, subject to applicable Law and the Company’s Certificate of Incorporation, increasing the size of the Board of Directors and/or securing the resignations of incumbent directors. Subject to applicable Law, and Convergent will take all actions available to Convergent to the Company shall cause such designees of our individuals designated by Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have constitute the same percentage representation as is on the entire Board of Directors of the Company (after giving effect to this Section 1.03(a)) to be on (i) each committee of Convergent's board the Board of directorsDirectors of the Company and (ii) subject to applicable Law and the Company’s Certificate of Incorporation, each board Board of directors (or similar body) of each subsidiary of Convergent, Directors and each committee (or similar bodythereof of each Subsidiary of the Company. The Company’s obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of each board the Exchange Act. Subject to applicable Law, and subject to Parent supplying the Company with the information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) of directorsthe Exchange Act and Rule 14f-1 promulgated thereunder, at the request of Parent, the Company shall promptly take, at its expense, all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.03(a) and shall include in the originally filed Schedule 14D-9 and otherwise timely mail to its stockholders all necessary information to comply therewith. Parent will supply to the Company, and be solely responsible for, all information with respect to itself and its officers, directors and Affiliates required by Section 14(f) and Rule 14f-1 under the Exchange Act. The parties have agreed hereto acknowledge and agree that, in from and after the event that our Parent's designees are elected or appointed to Convergent's board of directorsAcceptance Date, all members the Company shall be a “controlled company” (within the meaning of the special committee listing requirements of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our ParentNASDAQ), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directors.

Board Representation. The merger agreement provides Effective upon the IPO Closing, the Purchaser shall have the right to designate one individual (the “Purchaser Designee”) to be, at Purchaser’s election, either (a) a non-voting observer (a “Board Observer”) of the Company’s board of directors (the “Board”) or (b) elected as a member of the Board. Any Board Observer shall be entitled to attend meetings of the Board, and to receive all information provided to the members of the Board during the period in which such person is a Board Observer; provided, that promptly after the later Board Observer shall not be entitled to occur of (1) vote on any matter submitted to the purchase of and payment for any shares by our Parent Board or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) committees nor to offer any motions or resolutions to the Board or such committees. In the event of the Exchange ActPurchaser Designee’s death, disability or resignation from the Board prior to the Business Combination Closing, the Purchaser shall have the right to designate a replacement Purchaser Designee. In the event the Purchaser designates a Purchaser Designee to be elected to the Board pursuant to clause (b) above, the Sponsor hereby agrees to vote all of its shares in the Company in favor of the election of the Purchaser Designee, and Rule 14f-1 thereunder, our Parent will the Purchaser Designee shall be entitled to designate up an indemnification agreement in the form attached hereto as Exhibit D. The Company may exclude any Board Observer from access to such number of directorsany material or meeting or portion thereof if: (i) the Board concludes in good faith, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product upon advice of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares Company’s counsel, that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as exclusion is reasonably necessary to enable preserve the attorney-client privilege between the Company and such designees counsel; or (ii) such portion of our Parent a meeting is an executive session limited solely to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all independent director members of the special committee Board, independent auditors and/or legal counsel, as the Board may designate, and the Board Observer (assuming the Board Observer were a member of the board will remain Board) would not meet the then-applicable standards for independence adopted by the NASDAQ Capital Market, or such other exchange on Convergent's board of directorswhich the Company’s securities are then traded. The affirmative vote of In the event the Purchaser designates a majority of the special committee will be required after the acceptance for payment of shares Board Observer pursuant to our offer and prior clause (a) above, Purchaser’s Board Observer shall have no duties, fiduciary or otherwise, to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsCompany.

Board Representation. The merger agreement provides that promptly after the later to occur (a) Upon consummation of (1) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) sale of the Exchange ActSeries B Preferred Stock and the Warrant pursuant to Section 2.1 hereof, and Rule 14f-1 thereunder, our Parent will Purchaser shall be entitled to designate up to such number of directors, rounded up for appointment to the next whole numberBoard of Directors six (6) out of the ten (10) members of the Board of Directors, on Convergent's board which designees (the "Purchaser Designees") shall be distributed evenly among the three classes of directors as will give our Parent representation on members of the board equal Board of Directors. Prior to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent willClosing, upon request of our Parent, use its best efforts promptly either Company shall take all necessary corporate action to increase the size of its board Board of Directors to ten (10) members and obtain all necessary resignations in consultation with Purchaser for existing directors to enable all six Purchaser Designees to be appointed to the Board of Directors, and Company shall cause the Board of Directors to fill the vacancies created thereby by electing the Purchaser Designees effective as of the Closing. If a vacancy shall exist on the Board of Directors as a result of the resignation, removal, death or failure to stand for re-election of a Purchaser Designee, Purchaser shall be entitled to designate a successor who shall be appointed to the Board of Directors by the remaining Directors. If a vacancy shall exist on the Board of Directors as a result of the resignation, removal, death or failure to stand for re-election of a Continuing Director (as such term is defined in Article IX of Company's Restated Certificate of Incorporation), the remaining Continuing Directors shall be entitled to designate a successor who shall be appointed to the Board of Directors by the remaining directors pursuant to the recommendation of the remaining Continuing Directors. If, prior to Closing, the number of directors or to secure the resignations of such number Company is increased by virtue of its incumbent directors, or both as is necessary to enable such designees any right of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors security holders (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees dividends or other payments provided for under the terms of such securities are elected not made, or otherwise), then such increase shall include a sufficient number of directors of the Company, who shall be designated by Purchaser and appointed to Convergentthe Board of Directors by the Continuing Directors so that Purchaser's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of Designees shall constitute a majority of such increased Board of Directors. Purchaser agrees that it shall vote all Company securities beneficially owned by it that are entitled to vote in the special committee will be required after election of directors in favor of the acceptance Continuing Directors' designees for election or re-election as Continuing Directors until the first election of directors following the payment of shares pursuant to our offer the distribution contemplated by Section 6.14 of this Agreement, and prior to the effective time that it will require any transferee of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares Company securities (other than ours or our Parent), (3) takes any other action under transferees that acquire such securities in a registered public offering or in connection with a transaction pursuant to Rule 144 of the merger agreement if Securities Act) to agree to vote such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent securities in connection with the merger agreement required manner provided herein. For so long as Purchaser is obligated to vote for the Continuing Directors' designees, no Purchaser Designee shall be deemed to be taken by Convergenta Continuing Director for purposes of Article IX of Company's board Restated Certificate of directorsIncorporation.

Board Representation. The merger agreement provides Effective upon the closing of the IPO and prior to the date of the Business Combination Closing, the Purchaser shall have the right to designate one individual (the “Purchaser Designee”) to be, at Purchaser’s election, either (a) a non-voting observer (a “Board Observer”) of the Board or (b) elected as a member of the Board. Any Board Observer shall be entitled to attend meetings of the Board, and to receive all information provided to the members of the Board during the period in which such person is a Board Observer; provided, that promptly after the later Board Observer shall not be entitled to occur of (1) vote on any matter submitted to the purchase of and payment for any shares by our Parent Board or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) committees nor to offer any motions or resolutions to the Board or such committees. In the event of the Exchange ActPurchaser Designee’s death, disability or resignation from the Board prior to the Business Combination Closing, the Purchaser shall have the right to designate a replacement Purchaser Designee. In the event the Purchaser designates a Purchaser Designee to be elected to the Board pursuant to clause (b) above, each Sponsor hereby agrees to vote all of its shares in the Company in favor of the election of the Purchaser Designee, and Rule 14f-1 thereunder, our Parent will the Purchaser Designee shall be entitled to designate up to such number of directors, rounded up contractual indemnification as is provided to the next whole number, on Convergent's board of other directors as will give our Parent representation on the board equal to the product of the total number of directors on Company. The Company may exclude any Board Observer from access to any material or meeting or portion thereof if: (i) the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage Board concludes in good faith, upon advice of the total outstanding number of shares Company’s counsel, that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as exclusion is reasonably necessary to enable preserve the attorney-client privilege between the Company and such designees counsel; or (ii) such portion of our Parent a meeting is an executive session limited solely to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all independent director members of the special committee Board, independent auditors and/or legal counsel, as the Board may designate, and the Board Observer (assuming the Board Observer were a member of the board will remain Board) would not meet the then-applicable standards for independence adopted by the New York Stock Exchange, or such other exchange on Convergent's board of directorswhich the Company’s securities are then traded. The affirmative vote of In the event the Purchaser designates a majority of the special committee will be required after the acceptance for payment of shares Board Observer pursuant to our offer and clause (a) above, Purchaser’s Board Observer shall have no duties, fiduciary or otherwise, to the Company. If the Purchaser does not designate a Purchaser Designee prior to the effective time date of the mergerBusiness Combination Closing, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required rights pursuant to be taken by Convergent's board of directorsthis Section 9 shall terminate.

Board Representation. The merger agreement provides that promptly after For such time as the later Principal Members continue to occur of (1) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially collectively own at least a majority of then outstanding shares and (2i) compliance with Section 14(ffifty percent (50%) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number of directors, rounded up Restricted Shares issued to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected Principal Members pursuant to the merger agreementMerger, and (ii) multiplied by the percentage six and 6/10 percent (6.6%) of the total issued and outstanding number shares of shares that we Parent Common Stock (in the case of clauses (i) and (ii), whether or not remaining subject to Transfer Restrictions under Section 1.11, and subject to adjustment with respect to any affiliate of ours beneficially ownsshare split, share combination or similar transaction) (the “Director Threshold”), the Principal Members shall have the right to nominate one Eligible Person as director to the Board. Convergent willAs promptly as practicable after such nomination, upon request of our Parent, use its best efforts promptly either to Parent shall increase the size of its board the Board by one seat and shall cause such newly created vacancy be filled with the Eligible Person nominated by the Principal Members in accordance with this Section 6.9. With respect to any subsequent general meeting of directors Parent’s stockholders, Parent shall take all necessary action to recommend to Parent’s stockholders the election of the nominated Eligible Person as a director, subject to the Director Threshold continuing to be met. If a Key Person becomes a Bad Leaver, such Key Person, if then serving on the Board, shall promptly resign from the Board upon the Board’s request; provided, that the right of the Principal Members to nominate an Eligible Person to the Board shall not otherwise be affected by a Key Person becoming a Bad Leaver. If such Eligible Person ceases to serve as a member of the Board during his or her term of office, the Principal Members shall have the right to secure nominate another Eligible Person to fill the resignations of resulting vacancy on the Board, subject to the Director Threshold continuing to be met, in which case Parent shall cause such number of its incumbent directorsresulting vacancy be filled with the Eligible Person nominated by the Principal Members in accordance with this Section 6.9. From such time as the Director Threshold is no longer met, or both the Principal Members shall, and shall cause their Affiliates to, upon the Company’s request, be required to take such action as is necessary to enable promptly remove such designees of our Parent to be so elected or appointed to Convergent's board of directorsEligible Person from the Board, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have whereupon the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members size of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will Board shall automatically be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsreduced accordingly.

Board Representation. The merger agreement provides that promptly (a) From and after the later Closing, until such time as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to occur (i) at least 50% of the Purchased Shares received by the Purchaser pursuant to this Agreement (1) the purchase of adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and payment for provided that any shares by our Parent or any of its subsidiaries Common Stock issued upon conversion of shares of Preferred Stock shall be treated as a result that number of shares of Preferred Stock with respect to which our Parent and its subsidiaries beneficially own at least a majority such shares of then outstanding shares and (2) compliance with Section 14(f) of Common Stock was converted into), the Exchange Act, and Rule 14f-1 thereunder, our Parent will Purchaser shall be entitled to designate up two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, Xxxxxxx Xxxxxxxx & Xxxx, LLC or their respective Affiliates (an “Affiliated Fund”), to such serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least 25% (but less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of directorsshares of Preferred Stock with respect to which such shares of Common Stock was converted into), rounded up the Purchaser shall be entitled to designate one (1) Purchaser Designee. At such time that the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal Purchaser is no longer entitled to the product of the total number of directors on the board (giving effect to the directors elected designate one or both Purchaser Designees pursuant to the merger agreement) multiplied by previous sentence, the percentage Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the total outstanding number Company’s stockholders pursuant to this Section 4.10, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of shares that we or any affiliate all requirements regarding service as a director of ours beneficially owns. Convergent will, upon request the Company under applicable Law and stock exchange rules regarding service as a director of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directorsCompany. The parties have agreed that, in Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the event that our Parent's designees are elected or appointed Company Board may reasonably request to Convergent's board of directors, all members determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsCompany Board.

Board Representation. The merger agreement provides that promptly after the later to occur of (1) Promptly upon the purchase by Acquisition of Shares pursuant to the Offer and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Actfrom time to time thereafter, and Rule 14f-1 thereunder, our Parent will Acquisition shall be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to Board that equals the product of (i) the total number of directors on the board Board (giving effect to the election of any additional directors elected pursuant to this Section) and (ii) the percentage that the number of Shares owned by Acquisition and its affiliates (including any Shares purchased pursuant to the merger agreementOffer) multiplied by the percentage of bears to the total outstanding number of shares outstanding Shares; provided that we or any affiliate at all times there shall be at least two directors who are not designees of ours beneficially ownsAcquisition and the number of directors shall not be more than 10 nor less than six. Convergent willThe Company shall, upon request by Acquisition, subject to the provisions of our ParentSECTION 1.3.2., use its best efforts promptly either to increase the size of the Board, to the extent permitted by its board Certificate of directors or Incorporation and/or use its reasonable best efforts to secure the resignations resignation of such number of its incumbent directors, or both directors as is necessary to enable such Acquisition's designees of our Parent to be elected to the Board and shall cause Acquisition's designees to be so elected or appointed to Convergent's board of directorselected. Promptly upon request by Acquisition, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent the Company will, if requested by our Parentsubject to the provisions of SECTION 1.3.2., also take all action necessary use its reasonable best efforts to cause persons designated by our Parent Acquisition to have constitute the same percentage representation as the number of Acquisition's designees to the Board bears to the total number of directors on the Board on (i) each committee of Convergent's board of directorsthe Board, (ii) each board of directors (or similar body) governing body or bodies of each subsidiary of Convergent, the Company designated by Acquisition and (iii) each committee (or similar body) of each such board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsbody.

Board Representation. The merger agreement provides that promptly after (a) On or prior to the later Closing Date, the Board of Directors of the Company shall be expanded by three positions thereby creating three vacancies on the Board. Xx. Xxxxxx XxXxxxx shall be appointed, immediately following the Closing Date, to occur fill one of (1) these vacancies as a member and Chairman of the purchase of and payment Board, serving in a non-executive capacity. If Xx. Xxxxxx XxXxxxx is unable or ceases to serve on the Board for any shares reason, the Purchaser shall have the right to recommend to the Governance and Nominating Committee for nomination by our Parent the Board one new director (to replace Xx. Xxxxxx XxXxxxx as a member of the Board), who need not qualify as an “independent director” (as that term is defined in Rule 4200 of the National Association of Securities Dealers, Inc. or any comparable regulation to which the Company may be subject from time to time) (“Independent Director”), and who shall be the successor Chairman of its subsidiaries the Board if approved by the Board (provided that if such individual is rejected by the Board, the Purchaser shall have the right to recommend up to two more candidates to serve as successor Chairman, subject to Board approval, and provided further that if the Board rejects such two additional candidates, Purchaser will retain the rights set forth below to continue recommending candidates to replace Xx. XxXxxxx, but not as Chairman of the Board). The Purchaser shall have the right to recommend two additional directors to the Governance and Nominating Committee for nomination by the Board to fill the remaining two vacancies created by the expansion, which directors, upon appointment, must each qualify as an Independent Director for all Committee purposes. If one or more candidates recommended by the Purchaser pursuant to this Section are rejected by the Committee or the Board, the Purchaser shall have an ongoing right to recommend candidates to fill the aforementioned vacancies until three candidates are qualified and accepted and there are no remaining vacancies on the Board. Each director recommended to the Board by the Purchaser is referred to herein as a result of which our Parent and its subsidiaries beneficially own “Purchaser Designee”. For so long as Purchaser owns, in the aggregate, at least a majority 20% of then the outstanding shares and (2) compliance with Section 14(f) of Common Stock of the Exchange ActCompany (the “Required Interest”), and Rule 14f-1 thereunder, our Parent will the Purchaser shall be entitled to designate up to such number of directors, rounded up nominate three Purchaser Designees to the next whole number, on Convergent's board Company’s Board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially ownsDirectors. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in In the event that our Parent's designees are elected the Purchaser owns an interest in the Company that is less than the Required Interest but equal to or appointed to Convergent's board of directors, all members greater than 15% of the special committee outstanding shares of Common Stock of the board will remain Company (the “Minimum Interest”), and Purchaser currently has three Purchaser Designees serving on Convergent's board the Board of directors. The affirmative vote of Directors, then, unless otherwise agreed by a majority of the special committee will Board other than the Purchaser Designees, the Purchaser shall cause one of the two Purchaser Designees who are “independent directors” to resign within ten (10) business days, the Board of Directors shall be required after reduced by one member and thereafter the acceptance for payment Purchaser shall be entitled to nominate two members to the Company’s Board of shares pursuant Directors (until such time as the aggregate interest owned by Purchaser shall be less than the Minimum Interest, whereupon Purchaser shall, unless otherwise agreed by a majority of the Board other than the Purchaser Designees, within ten (10) business days cause the remaining two Purchaser Designees to our offer resign and the Purchaser shall have no further rights under this Section 4.1). At least ninety (90) days prior to each annual meeting of stockholders at which Purchaser Designees will stand for election, the effective time of Purchaser shall provide written notice to the mergerCompany indicating the Purchaser Designees that it will nominate at such annual meeting, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if and such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if notice shall set forth as to each person proposed for nomination all information relating to such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement person that is required to be taken by Convergent's board disclosed in solicitations of directorsproxies for election of directors pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the related proxy statement as a nominee and to serving as a director if elected).

Board Representation. The merger agreement provides that promptly after If the later Purchasers are no longer able to occur appoint and elect a member of the Company's Board of Directors (1the "Board") pursuant to the purchase terms of the Certificate of Designation, but the Purchasers (and payment for entities which are affiliated with the general partner of any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially Purchaser) in the aggregate own at least a majority of then outstanding shares and (2) compliance with Section 14(f) 7.5% of the Common Stock outstanding on any date the Board fixes the record date for a meeting of the Company's stockholders at which directors will be elected (for purposes of this calculation all shares of Preferred Stock shall be deemed to be converted to shares of Common Stock pursuant to the terms of the Certificate of Designation), then the Purchasers shall have the right to designate a nominee (who is reasonably acceptable to the Board) to stand for election as a director at the next meeting of the Company's stockholders at which directors will be elected. The Purchasers shall submit to the Board all information related to such reasonably acceptable nominee as would be required by Regulation 14A promulgated by the SEC under the Exchange ActAct to be included in a proxy statement related to a meeting of the Company's stockholders at which directors would be elected. If the Purchaser's nominee is elected but such nominee does not serve such nominee's complete term on the Board by reason of the resignation, and Rule 14f-1 thereunderdeath, our Parent will removal or inability to serve, then Purchasers shall be entitled to designate up a successor (who is reasonably acceptable to the Board) to fill such number vacancy until the next meeting for the election of directors, rounded up . If the Purchasers' nominee is not elected to the next whole numberBoard, on Convergentthe Purchasers will, in addition to those rights set forth in Section 4.8(b) below, be entitled to appoint an additional Non-Voting Observer (as defined in Section 4.8(b)). The Company's board obligations, and the Purchasers' rights, under this Section 4.8(a) shall cease upon Purchasers (and entities which are affiliated with the general partner of directors as will give our Parent representation on any Purchaser) in the board equal aggregate ceasing to the product own at least 7.5% of the total number Common Stock outstanding on any date the Board fixes the record date for a meeting of the Company's stockholders at which directors on the board will be elected (giving effect for purposes of this calculation all shares of Preferred Stock shall be deemed to the directors elected be converted to shares of Common Stock pursuant to the merger agreement) multiplied by the percentage terms of the total outstanding number Certificate of shares that we or any affiliate Designation). For purposes of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parentthis paragraph 4.8(a), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action phrase "Common Stock outstanding" shall mean the Common Stock shown as outstanding on behalf of Convergent in connection with the merger agreement required to Company's Quarterly Report on Form 10-Q for the most recent quarter and shall not be taken by Convergent's board of directorsdetermined on a dilutive basis.

Board Representation. The merger agreement provides that promptly after (a) During the later to occur of (1) the purchase of Voting Standstill Period and payment for any shares by our Parent or so long as Great Hill and/or any of its subsidiaries as a result of which our Parent and its subsidiaries Controlled Affiliates collectively beneficially own at least 15% of the outstanding Common Stock (as adjusted for any stock dividend, stock split, recapitalization or similar event in respect of the Common Stock), Great Hill shall have the right to nominate as directors of the Company two natural persons as the Nominating/Corporate Governance Committee of the Board (or any successor committee serving such function) reasonable determines to be acceptable in accordance with the Charter of the Nominating/Corporate Governance Committee and the Company's director qualification criteria applicable to all directors of the Company (the "Great Hill Designees," and each, a majority "Great Hill Designee"). In furtherance of then the foregoing, during the Voting Standstill Period and for so long as Great Hill and/or its Controlled Affiliates collectively beneficially own at least 15% of the outstanding shares Common Stock (as adjusted for any stock dividend, stock split, recapitalization or similar event in respect of the Common Stock), to the fullest extent permitted by law, the Company hereby agrees to (i) include the Great Hill Designees as nominees to the Board on each slate of nominees for election to the Board that is proposed by the Majority Independent Board, (ii) recommend the election of the Great Hill Designees to the stockholders of the Company and (2iii) compliance with Section 14(f) without limiting the foregoing, support the Great Hill Designees for election to the Board in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees for election to the Board in the aggregate. The initial two Great Hill Designees are Xxxxxxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxx. With respect to any Great Hill Designees other than Xxxxxxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxx, in advance of any consideration of such Great Hill Designees by the Nominating/Corporate Governance Committee of the Exchange ActBoard, Great Hill will provide the Company with completed directors' and Rule 14f-1 thereunderofficers' questionnaires in the form provided by the Company, our Parent will which form shall be entitled the same form applicable to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of all directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsCompany.

Board Representation. The merger agreement provides that promptly At and after the later Closing, the Purchaser shall be entitled to occur appoint two directors to the Board of Directors of the Company (1the “Board”) who shall be reasonably acceptable to the purchase Company (such directors, each a “Purchaser Director”). Yxxx Xxx and Nxxxxxxx Xxxxx are agreed to be acceptable. Each of the foregoing directors shall be appointed as directors of the same class of directors at the Closing and payment shall serve for an initial term of three years such that their terms as directors will expire at the Company’s 2021 annual meeting of stockholders (and any shares by our Parent or any subsequent required annual meeting of its subsidiaries stockholders). For as a result of which our Parent long as the Purchaser and its subsidiaries affiliates, taken together, beneficially own at least a majority 10% of then the Company’s issued and outstanding shares of common stock, the Board shall be comprised of no more than eight (8) directors (including all independent directors and the Purchaser Directors), to serve until the next annual meeting of the Company’s shareholders, unless otherwise consented by the Purchaser. For as long as the Purchaser and its affiliates, taken together, beneficially own at least 10% of the Company’s issued and outstanding shares of common stock, the Board shall include in its 2021 annual meeting (and any subsequent required annual meeting of stockholders) proxy statement and recommend to the Company’s stockholders to approve at such annual meeting the appointment of two (2) compliance with Section 14(fPurchaser Directors then designated by the Purchaser, and the Board shall otherwise support such Purchaser Directors in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Company and the Board shall take all necessary actions to ensure that, at all times when a Purchaser Director is eligible to be appointed or nominated, there are sufficient vacancies on the Board to permit such designation. In the event the Company’s stockholders do not approve one or more Purchaser Directors nominated by Purchaser, the Board shall (i) appoint, to the extent there are available vacancies, or (ii) to the extent there are no available vacancies call a special meeting and include in its proxy and recommend to the Company’s stockholders to approve the appointment of, in each case of (i) or (ii) above, alternative individuals to serve as the Purchaser Directors as designated by Purchaser to serve until the following annual meeting of the Exchange Actstockholders. For the avoidance of doubt, and Rule 14f-1 thereunder, our Parent will the Purchaser shall not be entitled required to designate up to such number of directors, rounded up comply with the advance notice provisions generally applicable to the next whole number, on Convergent's board nomination of directors Directors by the Company so long as will give our Parent representation on the board equal Purchaser provides reasonable advance notice to the product Company of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and Purchaser Directors prior to the effective time mailing of the mergerproxy statement by the Company (provided, before Convergent (1) amends or terminates that the merger agreement, (2) exercises or waives any Company shall provide reasonable advance notice to the Purchaser of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parentexpected mailing date), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directors.

Board Representation. The merger agreement provides that promptly As used herein "Required Number of Directors" shall mean a number of members of the PVI Board determined as follows: From and after the later Closing Date, if the number of shares of PVI Common Stock held by the Seller Group represents a percentage of all outstanding then the number of Required PVI Common Stock that is Directors is --------------------------------------------- --------------------------- Greater than 10% 3 Greater than 3% but less than or equal to occur 10% 1 provided that from and after the first date after the Closing Date on which the number of shares of PVI Common Stock held by the Seller Group is less than fifty percent (50%) of the number of shares of PVI Common Stock held by the Seller Group immediately following the Closing, the Required Number of Directors shall be reduced to zero. From and after the Closing Date, the Purchaser agrees to take such action as may be necessary to (i) nominate and recommend for election the Required Number of Directors designated by the Seller; (ii) as long as the Required Number of Directors is at least one (1), nominate as a director of each of (1w) the purchase Corporation, (x) any entity of which the Corporation is a Subsidiary (other than any entity of which the Purchaser is a direct or indirect Subsidiary), (y) any entity which is a Subsidiary of the Corporation and payment for (z) any shares by our Parent Subsidiary of the Purchaser as to which a member of the PVI Board who is not a full-time employee of the Purchaser is then serving as a director which Subsidiary is actively undertaking business or has conducted or proposes to conduct any debt or equity financing other than with the Purchaser or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and Subsidiaries, one (21) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied individual designated by the percentage of Seller and at any time when the total outstanding number of shares that we Purchaser or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of Subsidiaries owns a majority of the special committee will be required after voting securities of such entity cause the acceptance for payment election as a director of shares pursuant to our offer and prior such designee at each annual meeting of shareholders of such entity, provided that this subsection (ii) of this Section 7.1(a) shall not apply to the effective time board of directors of the mergerCorporation at any time when Davix Xxxx xx Robexxx Xxxxxxxx xx a member of such board of directors; and (iii) as long as the Required Number of Directors is at least one (1), before Convergent appoint to such committees of the PVI Board as the Seller shall request and the nominating committee shall approve, such approval not to be unreasonably withheld (provided that such committees shall constitute not less than one-half of the committees of the PVI Board and shall include the nominating committee and the executive committee at any time when such committees exist) one (1) amends of the members of the PVI Board that was designated by the Seller. The initial designees of the Seller to the PVI Board shall be Emilxx Xxxxxx, Xximx Xxxxx Xxxhx xxx Eduaxxx Xxxx. Xxe Purchaser or terminates its Subsidiary, as applicable, shall provide the merger agreement, (2) exercises or waives Seller with not less than 75 days' prior notice of any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required meeting at which directors are to be taken by Convergent's board elected. The Seller Shall give notice to the Purchaser or its Subsidiary no later than 60 days prior to such meeting of directors.the persons

Board Representation. The merger agreement provides In the event that promptly after at the later Closing Parent issues shares of Parent Common Stock representing at least 10% of the then outstanding shares of Parent Common Stock, then Parent shall take all necessary and appropriate actions to occur cause an individual designated by the Company Stockholders prior to the Closing, which individual shall be affiliated with a Company Stockholder and reasonably acceptable to the Board of Directors of Parent (1) the purchase “Company Board Designee”), to be nominated and appointed to the Board of Directors of Parent immediately following the Closing and payment for any shares by our shall take all necessary and appropriate actions to cause the Company Board Designee to be nominated to the Board of Directors of Parent or any at the next annual meeting of its subsidiaries Parent’s stockholders convened to elect directors of the class in which the Company Board Designee then serves; provided, however, that Parent’s obligation to take such actions shall automatically expire at such time as a result of which our Parent and its subsidiaries the Company Stockholder affiliated with the Company Board Designee ceases to beneficially own at least a majority of then outstanding shares and eighty percent (2) compliance with Section 14(f80%) of the Exchange ActParent Common Stock received by such Company Stockholder in the Merger and the transactions contemplated by this Merger Agreement. The Company Stockholders have agreed that Liberty Media shall designate an individual to serve as the Company Board Designee. In the event that the Company Board Designee becomes unwilling or unable to serve on the Board of Directors of Parent, Parent shall take all necessary and Rule 14f-1 thereunder, our Parent will be entitled appropriate actions to designate up to cause a replacement designated by the Company Stockholder affiliated with such number of directors, rounded up Company Board Designee and reasonably acceptable to the next whole number, on Convergent's board Board of directors as will give our Parent representation on the board equal to the product Directors of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or promptly nominated and appointed to Convergent's board the Board of directorsDirectors of Parent. In the event that, and Convergent will take all actions available following appointment of the Company Board Designee to Convergent to cause such designees the Board of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Directors of Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors Company Stockholder affiliated with the Company Board Designee (or similar bodyany replacement thereof) ceases to beneficially own at least eighty percent (80%) of each subsidiary of Convergentthe Parent Common Stock received by such Company Stockholder in the Merger, and each committee the Company Board Designee (or similar bodyany replacement thereof) shall immediately offer to resign from the Board of each board Directors of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directors.

Board Representation. The merger agreement provides Arch hereby covenants that: (a) on or prior to -------------------- the Effective Date, Arch will cause a vacancy to be created on its Board of Directors (by increasing the number of members of such Board or otherwise) and effective no later than the Effective Date will cause one person designated by the Standby Purchaser (the "Designee"), which person shall be reasonably acceptable to the Board of Directors of Arch and shall not be a director or employee of any entity that promptly after competes with Arch in the later paging industry (excluding for this purpose the Personal Communications Services business), to occur be elected or appointed to such Board with an initial term expiring at Arch's Annual Meeting of Stockholders to be held in the year 1999; (1b) so long as the purchase of and payment for any shares by our Parent or any of its subsidiaries Standby Purchaser beneficially owns (as a result of which our Parent and its subsidiaries beneficially own discretionary control of accounts, management discretion over investment funds or otherwise, directly or through its affiliates) capital stock of Arch representing at least a majority (x) with respect to Arch's Annual Meeting of then outstanding shares Stockholders to be held in the year 2002 and meetings of Arch's stockholders held prior thereto, 5.0% and (2y) compliance with Section 14(frespect to meetings of Arch's stockholders held thereafter 10.0%, of the outstanding voting power, Arch will (i) nominate and recommend the Designee (or another person designated by the Standby Purchaser as the Designee's successor) for election at any meeting of Arch's stockholders at which the term of the Designee or any successor thereto would otherwise expire and (ii) fill any vacancy on Arch's Board of Directors created by the death, resignation or removal of the Designee or any successor thereto with another person designated by the Standby Purchaser as the Designee's successor; and (c) so long as the Designee or any successor thereto remains on Arch's Board of Directors, Arch will permit one additional person designated by the Standby Purchaser (the "Observer") to attend all meetings of such Board as an observer and to receive copies of all documents and other materials made available to the members of such Board. The Standby Purchaser hereby acknowledges that the Designee and the Observer will be required to execute and deliver to Arch confidentiality agreements in the form executed by the existing members of Arch's Board of Directors. The commitment of the Standby Purchaser hereunder is subject to the additional condition that Arch shall have performed its covenant set forth in clause (a) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number first sentence of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsthis Section 16.

Board Representation. The merger agreement provides that If a Stockholder exchanges its Common Stock pursuant to this Article V, and receives as consideration for such Common Stock, GG Stock having a value of at least $100,000,000, then at the election of such Stockholder, GG Properties will exercise all authority under the GCL and under GG Properties' Certificate of Incorporation and Bylaws to (i) cause one Satisfactory Nominee (as defined below) designated by such Stockholder and to cause one independent director nominated by the board of directors of GG Properties (the "GG Board") (if such Satisfactory Nominee would not qualify as an independent director) to be promptly after elected to the later to occur of (1) the purchase of and payment for any shares by our Parent or any of its subsidiaries GG Board as a result member of which our Parent and its subsidiaries beneficially own at least a majority the class of then outstanding shares directors whose term is the latest to expire and (2ii) compliance with Section 14(f) increase the size of the Exchange ActGG Board to account for such additional director or directors. At each annual meeting of stockholders of GG Properties thereafter at which directors in the same class as the Satisfactory Nominee shall be elected, and Rule 14f-1 thereunder, our Parent will such Stockholder shall be entitled to designate up to such number of directors, rounded up propose to the next whole number, on Convergent's board GG Board or the nominating committee thereof one Satisfactory Nominee in accordance with the procedures set forth below. The proposal by such Stockholder of directors as will give our Parent representation on the board equal any person for election to the product GG Board shall be made after consultation with GG Properties, each person designated by such Stockholder for election to the GG Board shall be reasonably acceptable to the GG Board (each such person, a "Satisfactory Nominee"). GG Properties shall cause each Satisfactory Nominee designated by such Stockholder for election to the GG Board to be included in the slate of nominees recommended by the GG Board to GG Properties' stockholders for election as directors at each annual meeting of the total number stockholders of GG Properties at which directors on in the board (giving effect to same class as the directors Satisfactory Nominee shall be elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, and shall use its best efforts promptly either to increase cause the size election of its board each such Satisfactory Nominee, including soliciting proxies in favor of directors or to secure the resignations election of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that timepersons. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in In the event that our Parent's designees are any Satisfactory Nominee elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of GG Board shall cease to serve as a director for any reason, the merger, before Convergent (1) amends or terminates vacancy resulting therefrom shall be filled by the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under GG Board with a substitute Satisfactory Nominee according to the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directors.procedures described

Board Representation. (i) The merger agreement provides Company agrees that promptly after simultaneously with the later execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to occur (A) increase the size of the Board from seven (17) members to nine (9) members, and (B) appoint to the purchase Board each of Xxxxxxx X. Xxxxxx (“Xxxxxx”) and payment Xxxxxxx Xxxxxxx (“Xxxxxxx” and together with Xxxxxx, the “New Exeter Appointees”). Each New Exeter Appointee shall be required to meet the Company’s Independence Standards for Independent Directors as set forth in the Company’s Guidelines on Corporate Governance that are in place as of the date of this Agreement and set forth on the Company’s website at xxx.xxxxxxxxxxxxx.xxx and as may be further amended (the “Corporate Governance Guidelines”). During the Standstill Period (as defined below) and for so long as Exeter meets the Minimum Ownership Level (as defined below), if any New Exeter Appointee should resign from the Board or be rendered unable to serve on the Board for any shares by our Parent or any reason, then Exeter shall be entitled to recommend a replacement nominee to the Nominating and Corporate Governance Committee of its subsidiaries as a result of which our Parent the Board (the “Governance Committee”) to fill the resulting vacancy, who shall meet the Governance Committee’s qualification and its subsidiaries beneficially own at least a majority of then outstanding shares membership requirements and (2) compliance with Section 14(f) applicable independence standards set forth in the Corporate Governance Guidelines, and other requirements of the Exchange ActAct (as defined below), the rules and Rule 14f-1 thereunder, our Parent will regulations of the SEC (as defined below) and the listing standards for the New York Stock Exchange (or such other securities exchange on which the Common Stock shall be entitled to designate up to principally listed or traded) (any such number of directors, rounded up replacement nominee appointed to the next whole number, on Convergent's board Board in accordance with this Section 1(a)(i) shall be referred to as a “Exeter Replacement Director”). Each member of directors the Board who is either a New Exeter Appointee or an Exeter Replacement Director are collectively referred herein as will give our Parent representation on the board equal “Exeter Directors”. The appointment of an Exeter Replacement Director to the product Board shall be subject to the recommendation of the total Governance Committee and approval of the Board in their sole discretion, after exercising their duties in good faith. In the event that the Governance Committee or the Board does not accept a person recommended by Exeter as an Exeter Replacement Director, Exeter shall have the right to recommend additional replacements to fill the resulting vacancy, whose appointment shall be subject to the recommendation of the Governance Committee and approval of the Board in accordance with the procedures described above. The Governance Committee and the Board shall expeditiously review and approve or disapprove any such Exeter Replacement Director. Any such Exeter Replacement Director shall be deemed to be a New Exeter Appointee for all purposes under this Agreement. The Company agrees that it shall not increase the number of directors on the board Board in excess nine (giving effect to 9) during the directors elected pursuant to the merger agreement) multiplied Standstill Period, except as may be required by the percentage terms of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsCompany’s preferred stock issuances.

Board Representation. The merger agreement provides (a) At the Closing, the Company shall appoint two Directors designated by the Investor Shareholders for election by the Board and obtain resignations from two of the Directors that promptly after are not Independent Directors serving on the later to occur Board such that the Board shall consist initially of seven Directors. During the Term of this Agreement, (1i) the purchase of and payment for any shares by our Parent or any of its subsidiaries Investor Shareholders, acting as a result of which our Parent and its subsidiaries beneficially own at least a group (by majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number of directors, rounded up to the next whole number, vote based on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent willCommon Stock held), upon request shall have the right to nominate for election to the Board two Directors to the Board for so long as the Investor Shareholder Group collectively owns of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such record a number of its incumbent directorsshares of Common Stock equal to at least 10% of the then outstanding Common Stock (the "INVESTOR DIRECTORS"), or both (ii) the Existing Shareholders, acting as is necessary to enable such designees a group (by majority vote based on number of our Parent to be so elected or appointed to Convergent's board shares of directorsCommon Stock held), and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to shall have the same percentage representation on each committee right to nominate for election to the Board two Directors to the Board for so long as the Existing Shareholder Group collectively owns of Convergent's board record a number OF shares of directors, each board Common Stock equal to at least 10% of directors the then outstanding Common Stock (or similar bodythe "EXISTING SHAREHOLDER DIRECTORS") of each subsidiary of Convergent, and each committee (or similar bodyiii) of each board of directorsthe Investor Directors and the Existing Shareholder Directors shall jointly nominate three Independent Directors. The parties have agreed thatIn addition, in the event that our Parent's designees are elected or appointed the Board (including at least one Investor Director and one Existing Shareholder Director) determines to Convergent's board increase the number of directorsdirectors above seven, all members such additional directors shall be Independent Directors and shall be jointly nominated by the Investor Directors and the Existing Shareholder Directors. Any nomination for the replacement of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of (x) a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and Investor Director prior to the effective time expiration of his or her respective term shall be made by the mergerremaining Investor Director or, before Convergent (1) amends or terminates if no Investor Directors remain, by the merger agreementInvestor Shareholders, (2y) exercises an Existing Shareholder Director prior to the expiration of his or waives any of its rightsher respective term shall be made by the remaining Existing Shareholder Director or, benefits or remedies under if no Existing Shareholder Directors remain, by the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) Existing Shareholders or (4z) take an Independent Director prior to the expiration of his or her respective term shall be made jointly by the Investor Directors and the Existing Shareholder Directors; provided, however, that the current independent Directors shall be entitled to serve through the earlier to occur of their resignation or the expiration of their respective current terms and; provided, further that to the extent that the Board or any other action on behalf member thereof reasonably believes that it would be contrary to his, her or its fiduciary duties to the Company and its shareholders to nominate any Investor Director or Existing Shareholder Director to the Board or any Committee thereof, the Board, or any member thereof, may refuse to make such nomination and such refusal shall not be deemed a breach of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsthis Agreement.

Board Representation. The merger agreement provides that promptly (a) On and after the later Closing Date, Biomark shall have the right to occur select two nominees to be elected to the Board of Directors of Venaxis, who shall initially be Xxxxxxx Xxxx and Xxxxx Xxxxxxxxx. Any such nominee must meet the qualifications for director set forth in Venaxis' Articles of Incorporation, as amended and Amended and Restated Bylaws (1"the Organizational Documents") and must be willing to serve and to comply with applicable Law, including filing necessary reports with the purchase SEC and including that there shall be no Disqualification Event with respect to such nominee. Effective with the Closing, Venaxis shall take all such steps necessary to cause the election of and payment such designees to the Board of Directors of Venaxis as of immediately following the Closing Date, including increasing the number of directors constituting the Board of Directors of Venaxis to eight (8). Thereafter, for any shares by our Parent or any of so long as Biomark (collectively with its subsidiaries as a result of which our Parent and its subsidiaries Affiliates) beneficially own owns at least a majority of then outstanding shares and fifteen percent (2) compliance with Section 14(f15%) of the Exchange Actissued and outstanding shares of Venaxis Common Stock, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number the Venaxis Board of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent willDirectors, upon request from Biomark, shall include such individuals, or other Biomark nominees meeting the foregoing qualifications, as a Board nominee in proxy materials soliciting shareholder votes in the election of our Parent, use its best efforts promptly either the Venaxis Board of Directors and shall recommend to increase Venaxis' shareholders the size of its board of directors or to secure the resignations election of such number nominees. If Biomark's beneficial ownership (collectively with its Affiliates) of its incumbent directorsthe outstanding Venaxis Common Stock falls below fifteen percent (15%) but is at least seven and one-half percent (7.5%), or both as is necessary Biomark shall have the right to enable such designees of our Parent select one nominee to be so elected or appointed to Convergent's board the Board of directors, Directors of Venaxis and Convergent will take all actions available to Convergent to cause such designees of our Parent designate one individual to be so elected a Board observer. Any such nominee or appointed designee for Board observer, must meet the foregoing qualifications. If Biomark's beneficial ownership (collectively with its Affiliates) of the outstanding Venaxis Common Stock falls below seven and one-half percent (7.5%) but is at that time. At that timeleast five percent (5%), Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to Biomark shall have the same percentage representation on each committee right to select one nominee to be elected to the Board of ConvergentDirectors of Venaxis. Any such nominee must meet the foregoing qualifications. Once Biomark's board of directors, each board of directors beneficial ownership (or similar bodycollectively with its Affiliates) of each subsidiary of Convergent, and each committee the outstanding Venaxis Common Stock first falls below five percent (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent5%), (3) takes any other action under or the nomination and delegation rights in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsthis Section 6.06 shall cease.

Board Representation. The merger agreement provides that promptly after (a) From the later to occur Closing Date until XL no longer owns at least 20% of the principal amount of the outstanding Debentures, (1x) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) Company shall cause all of the Exchange Act, and Rule 14f-1 thereunder, our Parent will XL Designees (as defined below) to be entitled to designate up to such number of directors, rounded up nominated for election to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on Company at the board (giving effect to Company's next stockholders' meeting and the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, Company shall support and use its best efforts promptly either to increase cause the size election of its such individuals to the board of directors or of the Company and (y) XL shall have the right to secure request, and upon such request the resignations of such number of its incumbent directorsCompany shall cause, or both as is necessary to enable such designees of our Parent the XL Designees to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have serve on the same percentage representation on each committee of Convergent's board of directors, each board boards of directors (or similar body) of each subsidiary of Convergent, the Company's direct and each committee (or similar body) of each board of directorsindirect Subsidiaries. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directorsIn addition, all members of the special such XL Designees will be permitted to serve on any committees, including any executive committee of the board will remain of directors of the Company and each Subsidiary, unless such XL Designee is not qualified therefor under applicable law, rule or regulation, in which event XL shall have the right to select one individual to observe all such meetings in substitution therefor. "XL Designees" shall mean a number of individuals designated by XL equal to the greater of (x) two and (y) the number derived from multiplying the number of seats on Convergent's the applicable board of directors. The affirmative vote directors times a fraction the numerator of a majority which is the number of shares of Common Stock of the special committee Company owned by XL (assuming conversion of all Debentures held by XL) and the denominator of which is the number of outstanding shares of Common Stock of the Company on a Fully Diluted Basis (rounding up in the case of any fractions). At any time while an XL Designee is not a member of the Company's and each such Subsidiary's boards of directors, at the sole discretion of XL, XL may appoint a representative of XL, and the Company and each such Subsidiary will be required after permit such representative, to attend all meetings of the acceptance boards of directors of the Company and each such Subsidiary and any committees thereof. XL will continue to have the right to designate the XL Designees for payment of shares pursuant to our offer and prior election or appointment to the effective time boards of directors of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives Company and each such Subsidiary in lieu of any representative of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsXL.

Board Representation. The merger agreement provides Company shall take all necessary corporate action so that promptly after two individuals are designated by the later Fairfax Holders (collectively, the “Fairfax Directors” and each, a “Fairfax Director”) and appointed to occur the board of directors of the Company (1the “Board”) so long as the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own Fairfax Holders hold at least a majority of then outstanding shares and 5,000,000 Series J Preferred Shares (2“Minimum Holdings Threshold”); provided, that in the event the Fairfax Holders (a) compliance with Section 14(f) of hold less than 5,000,000 Series J Preferred Shares but greater than 2,000,000 Series J Preferred Shares, the Exchange Act, and Rule 14f-1 thereunder, our Parent will Fairfax Holders shall be entitled to designate up one individual to such number of directors, rounded up be appointed to the next whole numberBoard or (b) hold less than 2,000,000 Series J Preferred Shares, on Convergent's board of directors as will give our Parent representation on the board equal Fairfax Holders shall not be entitled to designate any individuals to be appointed to the product Board; provided, further, that in no event shall the rights hereunder, when taken together with any rights of the total number Fairfax Holders under Section 5(b) of directors on the board Statement of Designation and under the indentures governing the 2025 Notes or the 2026 Notes, permit the Fairfax Holders to designate more than (giving effect i) two members to the directors elected pursuant Board if the Minimum Holdings Threshold is satisfied, or (ii) one member to the merger agreementBoard if the threshold described in the foregoing clause (a) multiplied is satisfied. The Company, through the Board and subject to the Board’s fiduciary duties to the Company and its shareholders, shall take all necessary action to nominate and recommend the Fairfax Directors for election to the Board in the proxy statements relating to the annual meetings of the Company stockholders following the date hereof. Any Fairfax Director designated for appointment to the Board by the percentage Fairfax Holders (x) must be reasonably qualified to serve as a member of the total outstanding number Board and (y) shall not be prohibited from acting as a member of shares that we the Board by any applicable law or any affiliate of ours beneficially ownsregulation (including but not limited to U.S. securities laws and New York Stock Exchange regulations). Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in In the event that our Parent's designees are elected any Fairfax Director resigns or appointed is removed from office, the Company agrees to Convergent's board take all necessary actions to nominate and recommend for election, in lieu of directorssuch person resigning or being removed from office, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior such new member to the effective time of Board as may be designated by the mergerFairfax Holders, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection accordance with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsthis Section 4.1.

Board Representation. The merger agreement provides that promptly (a) Within sixty (60) days after the later to occur -------------------- execution of this Agreement, HMC will cause (1i) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected increased by one or appointed more directors and (ii) a person selected by Blackstone Real Estate Acquisitions L.L.C. ("Blackstone") and reasonably acceptable to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors of HMC (provided that Xxxx X. Xxxxxxxxx shall be acceptable by the board of directors of HMC, or Host REIT if the REIT Conversion is consummated) (the "Blackstone Board Designee") to be appointed to serve as a director of HMC (or similar bodyHost REIT if the REIT Conversion is consummated) for a term expiring at the 1999 meeting of each subsidiary stockholders of ConvergentHMC or Host REIT, and each committee (or similar body) of each board of directorsas the case may be. The parties have agreed that, in In the event that our Parent's designees are elected the REIT Conversion shall have been consummated and Closing hereunder shall have occurred, the Blackstone Board Designee will become a trustee (or director, as applicable) of Host REIT, and Host REIT will cause the Blackstone Board Designee to be included in the slate of trustees (or directors, if applicable) nominated by the board of trustees (or directors, if applicable) for election by the shareholders of Host REIT upon the expiration of each term of the Blackstone Board Designee as a trustee thereafter for so long as Blackstone and its Affiliates (as defined in Section 13.13) ------------- collectively own at least five percent (5%) of the outstanding Units. In the event that the REIT Conversion is not consummated and the Closing hereunder nevertheless shall have occurred, HMC will cause the Blackstone Board Designee to be included in the slate of directors nominated by the board of directors of HMC for election at the 1999 stockholders meeting and upon the expiration of each term of the Blackstone Board Designee as a director thereafter for so long as Blackstone and its Affiliates collectively own units of the Special Partnership that if redeemed for shares of HMC Common Stock would represent at least five percent (5%) of the outstanding HMC Common Stock. If the closing has not then occurred, the Blackstone Board Designee will resign immediately upon any termination of this Agreement. The Blackstone Board Designee shall have the right to be appointed to Convergent's board of directors, all members of the special each committee of the board will remain on Convergent's board of directorsHMC, or Host REIT upon the REIT Conversion, as he so desires. The affirmative vote of a majority of For purposes hereof, "Host REIT" includes any successor General Partner Entity (as defined in the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our ParentRestated Operating Partnership Agreement), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directors.

Board Representation. The merger agreement provides that (a) Subject to applicable law, promptly after upon the later acceptance for payment of any Shares pursuant to occur of (1) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange ActOffer, and Rule 14f-1 thereunderfrom time to time thereafter as Shares are acquired pursuant to the Offer, our Parent will Merger Subsidiary shall be entitled to designate up to such number of directors, rounded up to the next whole number, to serve on Convergent's board the Board of directors Directors of the Company as will give our Parent Merger Subsidiary representation on the board Board of Directors of the Company equal to at least that number of directors on the Company’s Board of Directors which equals the product of (i) the total number of directors on the board Board of Directors (giving effect to the election of any additional directors elected pursuant to this Section and including current directors serving as officers of the merger agreementCompany) multiplied by (ii) the percentage of that the total outstanding aggregate number of shares that we or any affiliate of ours Shares beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either owned by Parent and/or Merger Subsidiary (including Shares accepted for payment) bears to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is Shares outstanding. The Company shall take all actions necessary to enable such cause Merger Subsidiary’s designees of our Parent to be so elected or appointed to Convergent's board the Company’s Board of directorsDirectors, and Convergent will take all actions available to Convergent to cause such designees including increasing the size of our Parent to be so elected or appointed at that time. At that time, Convergent willthe Board of Directors and/or securing the resignations of incumbent directors (including, if requested necessary, to ensure that a sufficient number of independent directors are serving on the Board of Directors of the Company in order to satisfy the Nasdaq National Market listing requirements). Subject to applicable law and to the extent permitted by our Parentthe Nasdaq National Market listing requirements, also take all action necessary to the Company shall cause persons individuals designated by our Parent Merger Subsidiary to have constitute the same percentage representation as is on the entire Board of Directors of the Company (after giving effect to this Section 1.03(a)) to be on (i) each committee of Convergent's board the Board of directors, Directors of the Company and (ii) each board Board of directors (or similar body) of each subsidiary of Convergent, Directors and each committee (or similar bodythereof of each Subsidiary of the Company. The Company’s obligations to appoint designees to its Board of Directors shall be subject to compliance with Section 14(f) of each board the Exchange Act. At the request of directors. The parties have agreed thatMerger Subsidiary, the Company shall promptly take, at its expense, all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.03(a) and shall include in the event that our Parent's designees are elected Schedule 14D-9 or appointed otherwise timely mail to Convergent's board of directorsits stockholders all necessary information to comply therewith. Merger Subsidiary will supply to the Company, and be solely responsible for, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be information with respect to itself and its officers, directors and affiliates required after the acceptance for payment of shares pursuant to our offer by Section 14(f) and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies Rule 14f-1 under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsExchange Act.

Board Representation. The merger agreement provides that promptly after the later As long as DCEO continues to occur of (1) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding 400,000 shares and (2) compliance with Section 14(f) of the Exchange ActPurchased Shares acquired at the Closing, and Rule 14f-1 thereunder, our Parent will be entitled DCEO shall have an option to designate up one nominee (such individual is hereinafter referred to such number of directorsas a "DuPont Designee(s)"), rounded up who must be a DCEO or DuPont employee, to the next whole number, on Convergent's board Board of directors as will give our Parent representation on Directors. If Merrimac increases the board equal to the product of the total number of directors on to nine or more members, exclusive of any directorships held by a DuPont Designee, then DCEO shall have the board (giving effect option to designate, in its sole discretion, additional nominees, who must be DCEO or DuPont employees, to the directors elected pursuant Board of Directors so that, at the earliest possible time after such increase, the number of directorships held by DCEO shall be the number determined in accordance with Schedule 5.4 hereto. If DCEO exercises its option to designate a nominee or nominees, as the case may be, to the merger agreementBoard of Directors, then Merrimac shall use its best efforts, as promptly as possible, to have the DCEO nominee(s) multiplied by elected to the percentage Board of Directors. At each annual meeting of the total outstanding number stockholders of shares that we Merrimac and at each special meeting of the stockholders of Merrimac involving the election of directors of Merrimac, and at any other time at which stockholders of Merrimac will have the right to or any affiliate will vote for or consent in writing regarding the election of ours beneficially owns. Convergent willdirectors of Merrimac, Merrimac agrees that, upon the request of our ParentDCEO, it will use its best efforts promptly either to increase cause and maintain the size election to the Board of Directors of the DuPont Designee(s). Upon disposition in any manner by DCEO of an amount of the Purchased Shares that results in it owning less than 400,000 shares of the Purchased Shares acquired at the Closing, DCEO shall forfeit its board right to designate a nominee(s) to the Board of directors Directors of Merrimac and immediately upon such disposition, the DuPont Designee(s), as the case may be, shall resign as a member(s) of the Board of Directors of Merrimac. Until DCEO exercises its option to designate a nominee to the Board of Directors and for as long as DCEO maintains an equity position of 250,000 shares of Common Stock, or if for any reason DCEO's designee has not been elected to secure the resignations Board of Directors, DCEO shall have the right to have an observer present at all Board of Director meetings and any committee meetings of the Board of Directors and to receive adequate notice of such number meetings and a copy of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or materials distributed in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorstherewith.

Board Representation. The merger agreement provides that promptly after (a) From the later to occur Closing Date -------------------- until XL no longer owns at least 20% of the principal amount of the outstanding Debentures, (1x) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) Company shall cause all of the Exchange Act, and Rule 14f-1 thereunder, our Parent will XL Designees (as defined below) to be entitled to designate up to such number of directors, rounded up nominated for election to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on Company at the board (giving effect to Company's next stockholders' meeting and the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, Company shall support and use its best efforts promptly either to increase cause the size election of its such individuals to the board of directors or of the Company and (y) XL shall have the right to secure request, and upon such request the resignations of such number of its incumbent directorsCompany shall cause, or both as is necessary to enable such designees of our Parent the XL Designees to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have serve on the same percentage representation on each committee of Convergent's board of directors, each board boards of directors (or similar body) of each subsidiary of Convergent, the Company's direct and each committee (or similar body) of each board of directorsindirect Subsidiaries. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directorsIn addition, all members of the special such XL Designees will be permitted to serve on any committees, including any executive committee of the board will remain of directors of the Company and each Subsidiary, unless such XL Designee is not qualified therefor under applicable law, rule or regulation, in which event XL shall have the right to select one individual to observe all such meetings in substitution therefor. "XL Designees" shall mean a number of individuals designated by XL equal to the greater of (x) two and (y) the number derived from multiplying the number of seats on Convergent's the applicable board of directors. The affirmative vote directors times a fraction the numerator of a majority which is the number of shares of Common Stock of the special committee Company owned by XL (assuming conversion of all Debentures held by XL) and the denominator of which is the number of outstanding shares of Common Stock of the Company on a Fully Diluted Basis (rounding up in the case of any fractions). At any time while an XL Designee is not a member of the Company's and each such Subsidiary's boards of directors, at the sole discretion of XL, XL may appoint a representative of XL, and the Company and each such Subsidiary will be required after permit such representative, to attend all meetings of the acceptance boards of directors of the Company and each such Subsidiary and any committees thereof. XL will continue to have the right to designate the XL Designees for payment of shares pursuant to our offer and prior election or appointment to the effective time boards of directors of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives Company and each such Subsidiary in lieu of any representative of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsXL.

Board Representation. The merger agreement provides (a) On or prior to the Closing Date, the Board of Directors of the Company shall be expanded by three positions thereby creating three vacancies on the Board. Mr. Robert LaPenta shall be appointed, immediately following the Cxxxxxx Xxxx, to fill one of these vacancies as a member and Chairman of the Board, serving in a non-executive capacity. If Mr. Robert LaPenta is unable or ceases to serve on the Board for axx xxxxxx, xxx Purchaser shall have the right to recommend to the Governance and Nominating Committee for nomination by the Board one new director (to replace Mr. Robert LaPenta as a member of the Board), who need not qualify xx xx "xxxxxxxxxxt director" (as that promptly after term is defined in Rule 4200 of the later to occur National Association of (1) the purchase of and payment for any shares by our Parent Securities Dealers, Inc. or any comparable regulation to which the Company may be subject from time to time) ("INDEPENDENT Director"), and who shall be the successor Chairman of its subsidiaries the Board if approved by the Board (provided that if such individual is rejected by the Board, the Purchaser shall have the right to recommend up to two more candidates to serve as successor Chairman, subject to Board approval, and provided further that if the Board rejects such two additional candidates, Purchaser will retain the rights set forth below to continue recommending candidates to replace Mr. LaPenta, but not as Chairman of the Board). The Purchaser shalx xxxx xxx right to recommend two additional directors to the Governance and Nominating Committee for nomination by the Board to fill the remaining two vacancies created by the expansion, which directors, upon appointment, must each qualify as an Independent Director for all Committee purposes. If one or more candidates recommended by the Purchaser pursuant to this Section are rejected by the Committee or the Board, the Purchaser shall have an ongoing right to recommend candidates to fill the aforementioned vacancies until three candidates are qualified and accepted and there are no remaining vacancies on the Board. Each director recommended to the Board by the Purchaser is referred to herein as a result of which our Parent and its subsidiaries beneficially own "PURCHASER DESIGNEE". For so long as Purchaser owns, in the aggregate, at least a majority 20% of then the outstanding shares and (2) compliance with Section 14(f) of Common Stock of the Exchange ActCompany (the "REQUIRED INTEREST"), and Rule 14f-1 thereunder, our Parent will the Purchaser shall be entitled to designate up to such number of directors, rounded up nominate three Purchaser Designees to the next whole number, on ConvergentCompany's board Board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially ownsDirectors. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in In the event that our Parent's designees are elected the Purchaser owns an interest in the Company that is less than the Required Interest but equal to or appointed to Convergent's board of directors, all members greater than 15% of the special committee outstanding shares of Common Stock of the board will remain Company (the "MINIMUM INTEREST"), and Purchaser currently has three Purchaser Designees serving on Convergent's board the Board of directors. The affirmative vote of Directors, then, unless otherwise agreed by a majority of the special committee will Board other than the Purchaser Designees, the Purchaser shall cause one of the two Purchaser Designees who are "independent directors" to resign within ten (10) business days, the Board of Directors shall be required after reduced by one member and thereafter the acceptance for payment Purchaser shall be entitled to nominate two members to the Company's Board of shares pursuant Directors (until such time as the aggregate interest owned by Purchaser shall be less than the Minimum Interest, whereupon Purchaser shall, unless otherwise agreed by a majority of the Board other than the Purchaser Designees, within ten (10) business days cause the remaining two Purchaser Designees to our offer resign and the Purchaser shall have no further rights under this Section 4.1). At least ninety (90) days prior to each annual meeting of stockholders at which Purchaser Designees will stand for election, the effective time of Purchaser shall provide written notice to the mergerCompany indicating the Purchaser Designees that it will nominate at such annual meeting, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if and such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if notice shall set forth as to each person proposed for nomination all information relating to such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement person that is required to be taken by Convergentdisclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act (including such person's board of directorswritten consent to being named in the related proxy statement as a nominee and to serving as a director if elected).

Board Representation. The merger agreement provides that promptly after Concurrently with the later execution of the Original Agreement, the Company caused two nominees of EIP to occur be appointed to the Board of Directors of the Company (1each, an "EIP Designee"). Pursuant to the terms of the Stock Purchase Agreement, at the Second Closing (as defined in such agreement) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase Company shall cause the size of its board the Board of directors or to secure Directors of the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent Company to be so increased to nine members and cause two nominees of Purchaser (each, a "Purchaser Designee" and, together with the EIP Designees, the "Holder Designees") be to elected or appointed to Convergent's board the Board of directorsDirectors. For the purposes of this Article 2, the term "EIP" shall include any Holders that become Holders by being transferees of EIP and Convergent will the term "Purchaser" shall include any Holders that become Holders by being transferees of Purchaser. The Board of Directors of the Company shall also take all actions available necessary to Convergent ensure that a Purchaser Designee (in addition to the existing EIP Designee) is appointed to the Compensation Committee and Audit Committee of the Board of Directors, and, if established, the Executive Committee of the Board of Directors. Each Holder Designee shall serve until the next annual meeting of shareholders of the Company and until their respective successors are elected and qualified or until their earlier death, resignation or removal from office. The Company agrees to continue to cause such designees of our Parent two EIP Designees and two Purchaser Designees to be so elected or appointed nominated for election to the Board of Directors of the Company at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have each annual meeting of the same percentage representation on each committee of ConvergentCompany's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directorsshareholders after such Second Closing. The parties have agreed thatHolders agree that no Holder Designee shall be a director or officer of an independent exploration and production company that could reasonably be viewed as a competitor of the Company. To the extent the Company's proxy statement for any annual meeting of shareholders includes a recommendation regarding the election of any other nominees to the Company's Board of Directors, the Company agrees to include a recommendation of its Board of Directors that the shareholders also vote in favor of the event that our ParentHolders' nominees. The Company shall appoint an EIP Designee and a Purchaser Designee serving on the Company's designees are elected or appointed Board of Directors to Convergent's board of directors, all be members of the special committee Compensation Committee and Audit Committee of the board will remain on Convergent's board Board of directorsDirectors and, if established, the Executive Committee of the Board of Directors. The affirmative vote Company shall ensure that the articles of a majority incorporation and bylaws of the special committee will be required after Company as in effect immediately following the acceptance for payment of shares pursuant to our offer and prior to the effective date hereof do not, at any time of the mergerthereafter, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives conflict in any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection respect with the merger agreement if such action adversely affects holders provisions of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsthis Agreement.

Board Representation. The merger agreement provides Arch hereby covenants that: (a) on or prior to the Effective Date, Arch will cause a vacancy to be created on its Board of Directors (by increasing the number of members of such Board or otherwise) and effective no later than the Effective Date will cause one person designated by the Standby Purchaser (the "Designee"), which person shall be reasonably acceptable to the Board of Directors of Arch and shall not be a director or employee of any entity that promptly after competes with Arch in the later paging industry (excluding for this purpose the Personal Communications Services business), to occur be elected or appointed to such Board with an initial term expiring at Arch's Annual Meeting of Stockholders to be held in the year 1999; (1b) so long as the purchase of and payment for any shares by our Parent or any of its subsidiaries Standby Purchaser beneficially owns (as a result of which our Parent and its subsidiaries beneficially own discretionary control of accounts, management discretion over investment funds or otherwise, directly or through its affiliates) capital stock of Arch representing at least a majority (x) with respect to Arch's Annual Meeting of then outstanding shares Stockholders to be held in the year 2002 and meetings of Arch's stockholders held prior thereto, 5.0% and (2y) compliance with Section 14(frespect to meetings of Arch's stockholders held thereafter 10.0%, of the outstanding voting power, Arch will (i) nominate and recommend the Designee (or another person designated by the Standby Purchaser as the Designee's successor) for election at any meeting of Arch's stockholders at which the term of the Designee or any successor thereto would otherwise expire and (ii) fill any vacancy on Arch's Board of Directors created by the death, resignation or removal of the Designee or any successor thereto with another person designated by the Standby Purchaser as the Designee's successor; and (c) so long as the Designee or any successor thereto remains on Arch's Board of Directors, Arch will permit one additional person designated by the Standby Purchaser (the "Observer") to attend all meetings of such Board as an observer and to receive copies of all documents and other materials made available to the members of such Board. The Standby Purchaser hereby acknowledges that the Designee and the Observer will be required to execute and deliver to Arch confidentiality agreements in the form executed by the existing members of Arch's Board of Directors. The commitment of the Standby Purchaser hereunder is subject to the additional condition that Arch shall have performed its covenant set forth in clause (a) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number first sentence of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsthis Section 16.

Board Representation. The merger agreement provides that promptly after Concurrently with the later execution of the Original Agreement, the Company caused two nominees of EIP to occur be appointed to the Board of Directors of the Company (1each, an "EIP Designee"). Pursuant to the terms of the Stock Purchase Agreement, at the Closing (as defined in such agreement) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase Company shall cause the size of its board the Board of directors or to secure Directors of the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent Company to be so increased to nine members and cause two nominees of Purchaser (each, a "Purchaser Designee" and, together with the EIP Designees, the "Holder Designees") be to elected or appointed to Convergent's board the Board of directorsDirectors. For the purposes of this Article 2, the term "EIP" shall include any Holders that become Holders by being transferees of EIP and Convergent will the term "Purchaser" shall include any Holders that become Holders by being transferees of Purchaser. The Board of Directors of the Company shall also take all actions available necessary to Convergent ensure that a Purchaser Designee (in addition to the existing EIP Designee) is appointed to the Compensation Committee and Audit Committee of the Board of Directors, and, if established, the Executive Committee of the Board of Directors. Each Holder Designee shall serve until the next annual meeting of shareholders of the Company and until their respective successors are elected and qualified or until their earlier death, resignation or removal from office. The Company agrees to continue to cause such designees of our Parent two EIP Designees and two Purchaser Designees to be so elected or appointed nominated for election to the Board of Directors of the Company at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have each annual meeting of the same percentage representation on each committee of ConvergentCompany's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directorsshareholders after the Closing. The parties have agreed thatHolders agree that no Holder Designee shall be a director or officer of an independent exploration and production company that could reasonably be viewed as a competitor of the Company. To the extent the Company's proxy statement for any annual meeting of shareholders includes a recommendation regarding the election of any other nominees to the Company's Board of Directors, the Company agrees to include a recommendation of its Board of Directors that the shareholders also vote in favor of the event that our ParentHolders' nominees. The Company shall appoint an EIP Designee and a Purchaser Designee serving on the Company's designees are elected or appointed Board of Directors to Convergent's board of directors, all be members of the special committee Compensation Committee and Audit Committee of the board will remain on Convergent's board Board of directorsDirectors and, if established, the Executive Committee of the Board of Directors. The affirmative vote Company shall ensure that the articles of a majority incorporation and bylaws of the special committee will be required after Company as in effect immediately following the acceptance for payment of shares pursuant to our offer and prior to the effective date hereof do not, at any time of the mergerthereafter, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives conflict in any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection respect with the merger agreement if such action adversely affects holders provisions of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directors.this Agreement. 2.1.2

Board Representation. The merger agreement provides that promptly after the later to occur of (1) Promptly upon the purchase of and payment for any shares Shares by our Acquisition Sub pursuant to the Offer, Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will shall be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors the Company Board as will give our Parent representation on the board is equal to the product of (a) the total number of directors on the board Company Board (after giving effect to the directors elected designated by Parent pursuant to this sentence) and (b) the merger agreement) multiplied percentage that the total votes represented by such number of Shares in the election of directors of the Company so purchased by Acquisition Sub bears to the total votes represented by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially ownsShares outstanding. Convergent willIn furtherance thereof, the Company shall, upon request of our by Parent, use its best efforts promptly either to increase the size of the Company Board and/or exercise its board of directors or best efforts to secure the resignations of such number of its incumbent directors, or both directors as is necessary to enable such Parent"s designees of our Parent to be elected to the Company Board and shall take all actions to cause Parent"s designees to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that timethe Company Board. At that such time, Convergent will, if requested by our Parent, the Company shall also take all action necessary to cause persons designated by our Parent to have constitute at least the same percentage representation (rounded up to the next whole number) as is on the Company Board of (i) each committee of Convergent's board of directorsthe Company Board, (ii) each board of directors (or similar body) of each subsidiary Subsidiary (as defined in Section 10.2 hereof) of Convergentthe Company (each, a "Company Subsidiary") and (iii) each committee (or similar body) of each board of directorssuch board. The parties have agreed thatCompany shall take, at its expense, all action required pursuant to Section 14(f) and Rule 14f-1 of the Exchange Act in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 to its stockholders such information with respect to the Company and its officers and directors as is required by such Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3. Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. Notwithstanding the foregoing, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directors.Parent"s

Board Representation. The merger In connection with the Asset Purchase Agreement and the agreement provides of Purchaser to the transfer of certain material agreements to the Company from PetStore, the Company hereby acknowledges that promptly after as of the later to occur date of this Agreement (1i) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) authorized size of the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number Board of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product Directors of the total number of directors on Company is five members, (ii) the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee Board of Directors are Julix X. Xxxxxxxxxx, Xxhn X. Xxxxxxxx, Xxrk X. Xxxxxx xxx John X. Xxxxxx, (xii) there is one vacancy on the Company's Board of Directors, and (iv) the Company's By-laws authorize Board members to fill vacancies on the Board of Directors without shareholder approval. The Company hereby agrees that on the Closing Date, the Company's Board of Directors will fill the vacancy on the Board with the Purchaser's designee who shall be Michela English or such other reasonable candidate (who shall be at the level of senior vice president of Purchaser or higher) designated by the Purchaser ("Purchaser Designee") and that the Purchaser Designee shall have all the rights associated with being a Board member, including but not limited to, the right to vote at meetings of the board will remain on ConvergentBoard; and that at the Company's board next annual meeting of directorsshareholders, the Purchaser Designee shall be included in the Company's slate of nominees for election to the Board at the meeting of shareholders. The affirmative vote Company will also obtain prior to Closing a voting agreement reasonably satisfactory to Purchaser and effective as of the Closing from a majority of the special committee will be required after holders of its voting stock (determined based on the acceptance for payment number of shares pursuant of voting stock outstanding after Closing) under which such holders will agree to our offer vote all shares of the Company's voting stock held by them at each annual and special meeting at which directors of the Company are to be elected to appoint the Purchaser Designee to the Company's Board of Directors. The voting agreement will terminate on the earlier of (i) the date on which the Tenancy and Promotion Agreement entered into between the Company and Purchaser as of the same date as this Agreement is terminated, (ii) the date on which Purchaser has transferred, sold or otherwise disposed of more than twenty-five percent (25%) of the shares of Pets.xxx Xxxmon Stock originally acquired by it from Petsxxxx.xxx, Xxc. upon distribution, if any, of those shares of Pets.xxx Xxxmon Stock received by Petsxxxx.xxx xxxer the Asset Purchase Agreement, excluding for the purposes of this calculation any shares Purchaser has pledged to Imperial Creditcorp, Inc.under a guarantee agreement, or (iii) the consummation of the sale of all or substantially all of the Company's assets or a merger, reorganization or other recapitalization or transaction or series of related transactions in which the Company's stockholders prior to the effective time such transaction hold less than 50% of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsvoting power.

Board Representation. The merger agreement provides that promptly after For as long as shares of Series A Preferred Stock are outstanding, the later to occur Board shall consist of seven members. As long as more than fifty percent (150%) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied shares of Series A Preferred Stock issued by the percentage Company are outstanding, at each election of directors of the Company the holders of Series A Preferred Stock shall be entitled, voting as a separate class, to elect two (2) directors of the Company. As long EXHIBIT 10.118 (CONTINUED) as fifty percent (50%) or less but more than twenty percent (20%) of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent willSeries A Preferred Stock issued by the Company are outstanding, upon request of our Parent, use its best efforts promptly either to increase the size of its board at each election of directors or of the Company the holders of Series A Preferred Stock shall be entitled, voting as a separate class, to secure elect one (1) director of the resignations Company. Thereafter, as long as any shares of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons Series A Preferred Stock are outstanding an individual designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote holders of a majority of the special committee will be required after outstanding shares of Series A Preferred Stock (the acceptance for payment "Series A Representative") shall have the right to receive notice of shares pursuant and to our offer attend and prior participate (but not to vote on any matters) at any and all meetings of the Board of Directors. Information furnished to the effective time Series A Representative shall be subject to the confidentiality provisions in Section 8.9 of the mergerPurchase Agreement or to equivalent confidentiality provisions. Each of the Investors does hereby irrevocably authorize and appoint Hunter Capital Group, before Convergent LLC, a Delaware limited liability company (1"Hunter Capital"), as its agent and attorney, with full power of substitution, to designate the Series A Representative (which authorization and appointment of Hunter Capital is coupled with an interest and shall be irrevocable during the term of this Agreement). The remainder of the directors (at least one of whom must be an Independent Director) amends or terminates shall be elected by the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects Series A Preferred Stock and the holders of shares (other than ours the Common Stock voting together as a class. By executing this Agreement, each Investor agrees that Hunter Capital is designated as its respective proxy for purposes of designating or our Parent) or (4) take any other action on behalf selecting one of Convergent in connection with the merger agreement required directors to be taken elected by Convergent's board the holders of directorsthe Series A Preferred Stock.

Board Representation. (a) The merger agreement provides Company reserves the right to require that promptly after UPS elect an individual nominated by the later Company ("Company Nominated Director" to the Board of Directors of the Investor (the "Investor Board" and shall reelect a Company Nominated Director at each annual meeting thereafter during the Board Term (as hereinafter defined). Any change in the structure or classification of the Investor Board shall not affect the Company's right to have its nominee nominated for election to the Investor Board. Upon the termination, removal or resignation of a Company Nominated Director for any reason, the Company shall have the right to nominate a new Company Nominated Director to fill such vacancy, and the Investor shall use its best efforts to cause the election of such new Company Nominated Director to the Investor Board through action of the Investor Board or UPS, in either case at the discretion of the Investor Board or UPS, respectively. Further, if a Company Nominated Director shall not be elected as a director at any election, then the Investor shall use its best efforts to ensure that the Company Nominated Director obtains a seat on the Investor Board as soon as reasonably possible, whether by appointment of the Company Nominated Director to fill an existing or newly created vacancy on the Investor Board, by nomination at the next election of directors of the Investor or otherwise, provided that this provision shall not restrict the discretion of the Investor Board or UPS, respectively. (b) Investor reserves the right to require that the Board of Directors of Company (the "Company Board" appoint a nominee of the Investor ("Investor Nominated Director" to the Company Board and in connection therewith, the Company shall use its best efforts to amend its certificate of incorporation at the January 28, 2000 annual meeting in order to create the vacancy necessary to effect such an appointment. Thereafter, the Company Board shall elect and recommend to its stockholders an Investor Nominated Director for re-election to the Company Board at each annual meeting thereafter during the Board Term. The Company Board shall elect the Investor Nominated Director to serve on the Audit Committee of the Company Board to the extent permitted under applicable rules of the Commission and the New York Stock Exchange. Any change in the structure or classification of the Company Board shall not affect the Investor's right to have its nominee nominated for election to the Company Board. Upon the termination, removal or resignation of an Investor Nominated Director for any reason, the Investor shall have the right to nominate a new Investor Nominated Director to fill such vacancy, and the Company shall use its best efforts to cause the election of such new Investor Nominated Director to the Company Board through action of the Company Board or stockholders, in either case at the discretion of the Company Board or stockholders, respectively. Further, if an Investor Nominated Director shall not be elected as a director at any election, then the Company shall use its best efforts to ensure that the Investor Nominated Director obtains a seat on the Company Board as soon as reasonably possible, whether by appointment of the Investor Nominated Director to fill an existing or newly created vacancy on the Company Board, by nomination at the next election of directors of the Company or otherwise, in either case at the discretion of the Company Board or stockholders, respectively. (c) Upon the earlier to occur of (1i) the purchase termination of the Strategic Alliance Agreement by and payment for any shares by our Parent between the Company, the Investor, Worldwide Dedicated Services, Inc. and Rxxxxxx Leasing Corp., dated as of the date hereof (the "Alliance Agreement") or any of its subsidiaries as a result of which our Parent (ii) the Investor and its subsidiaries beneficially Affiliates ceasing to own at least a majority 1,000,000 shares of then outstanding shares Common Stock of Company (the "Board Term"), the Company will cause the Company Nominated Director, and the Investor will cause the Investor Nominated Director, to resign immediately from his/her respective Board positions, and the obligations of the Investor and Company in Sections 8(a) and (2b) compliance with Section 14(fshall cease. (d) of Notwithstanding anything set forth in this Agreement, the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled Company agrees that the right to designate up require UPS to such number of directors, rounded up elect a Company Nominated Director to the next whole numberInvestor Board, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to the merger agreement) multiplied by the percentage of the total outstanding number of shares that we or any affiliate of ours beneficially owns. Convergent will, upon request of our Parent, use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (or similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, outlined in the event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our ParentSection 8(a), (3) takes any other action under or shall not be exercised unless and until Investor requires the Company Board to appoint an Investor Nominated Director, as set forth in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be taken by Convergent's board of directorsSection 8(b). 9.