Common use of Board Representation Clause in Contracts

Board Representation. The Stockholders, collectively, shall have the right to designate either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇, as they may choose, for election to the Company's board of directors by such board at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders of the Company. Thereafter, if any one of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them to be nominated for election to the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of the Company's Board of Directors to be invited to attend meetings of the Company's Board of Directors as an observer (so long as he is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors of the Company determines as to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriate.

Board Representation. (a) The StockholdersCompany will, collectivelywithin ten days following the execution of this Agreement, shall have the right to designate either cause ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇, as they may choose, for election to be elected to the Company's board Board of Directors in the class of directors by such board with a term expiring at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders of the Company. Thereafter's shareholders to be held in 2000, and if any one of ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increasesor, decreases or exchanges in, or the distribution of if any additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) director is either an employee of the Company or is subject elected to the noncompetition covenants Company's Board of Article VII of Directors pursuant to the Purchase Agreement or Section 7 of next two sentences prior to the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the stockholders Company's shareholders to be held in 1999, such additional director) is not elected as a director at the annual meeting of the Company's shareholders to be held in 1999, then the Company at the expiration of his term, for so long as will promptly after such Stockholder meets the Board Qualificationsmeeting cause ▇▇. If, however, both ▇▇▇▇▇▇▇▇▇ (and such additional director, if applicable) to be elected to the Company's Board of Directors in such class of directors. At any time prior to March 1, 2000, ▇▇. ▇▇▇▇▇▇▇▇▇ may serve notice on the Company to the effect that the Shareholders desire to cause the election of an additional member to the Company's Board of Directors, which notice shall specify three individuals who are qualified to serve as members of the Company's Board of Directors and who are neither affiliates nor associates of any of the Shareholders (and who shall agree to resign as a member of the Board of Directors of the Company and NewCo (as defined below) if required by the terms of this Agreement and the NewCo Agreement (as defined below)). In such event, the Company will, within 20 days following receipt of such notice, cause one of such individuals to be elected to the Company's Board of Directors, with a term coincident with ▇▇. ▇▇▇▇▇▇▇▇▇'▇ term as a member of the Company's Board of Directors. If during the term of this Agreement the Company effects a spin-off or similar distribution to its shareholders of its Color Printing and Imaging Products business (such newly formed spun-off or distributed entity, "NewCo"), then (i) immediately prior to consummation of such spin-off or other distribution and subject to the entering into of a shareholder agreement among NewCo and the Shareholders on terms substantially identical to the terms of this Agreement (the "NewCo Agreement"), the Company will cause ▇▇. ▇▇▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them to be nominated for elected to NewCo's Board of Directors, with a term ending on the expiration of such shareholder agreement (and, if an additional director shall be elected to the Company's Board of Directors as provided above, such additional director shall be elected to NewCo's Board of Directors at the later of ▇▇. ▇▇▇▇▇▇▇▇▇'▇ election to NewCo's Board of Directors or such additional director's election to the Company's Board of Directors Directors, with a term coincident with ▇▇. ▇▇▇▇▇▇▇▇▇'▇ term as a member of NewCo's Board of Directors) And (ii) NewCo and the Company agrees Shareholders shall enter into the Newco Agreement prior to cause effecting such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of transaction. (b) If the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualificationselects not to nominate ▇▇. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇▇▇ (and, if applicable, the additional director referred to in paragraph (a) of this Section 4) for reelection to the Company's Board of Directors at the annual meeting of the Company's shareholders to be held in 2000 or the Company's Board of Directors determines that it does not wish ▇▇. ▇▇▇▇▇▇▇▇▇ and (or such additional director) to continue as a member thereof following the annual meeting of the Company's shareholders to be held in 2000, the Company shall serve notice on ▇▇. ▇▇ ▇▇▇▇▇▇▇▇ to such effect at least 20 days prior to the last day on which shareholders of the Company are entitled to give notice to the Company with respect to such meeting under the provisions of the Company's By-laws relating to shareholder nomination of directors. In the event that such notice is not given, ▇▇. ▇▇▇▇▇▇▇▇▇ (and any such additional director) may, at his election, serve written notice of his resignation as a member of the Company's Board of Directors (to be invited to attend meetings take effect immediately upon receipt of such notice by the Company), and if for any reason ▇▇. ▇▇▇▇▇▇▇▇▇ (or any such additional director) is a member of the Company's Board of Directors as an observer (so long as he is either an employee immediately following the annual meeting of the Company or is subject Company's shareholders to the noncompetition covenants be held in 2000 other than as a result of Article VII such person having been elected as a member of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the 's Board of Directors at such annual meeting, then such person shall immediately resign as a member of the Company determines as Company's Board of Directors. If ▇▇. ▇▇▇▇▇▇▇▇▇ and any such additional director resign following the giving of the notice referred to any particular meeting or meetings above and prior to the termination of this Agreement, then immediately upon the effectiveness of such resignations all provisions of this Agreement shall cease and be of no further force and effect, except that considerations the Ownership Cap Provision shall remain in full force and effect for 30 days following the date of confidentiality make effectiveness of such attendance inappropriateresignations.

Board Representation. The Stockholders, collectively, shall have (a) From the right to designate either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇, as they may choose, for election to the Company's board of directors by such board Closing Date until XL no longer owns at the closing least 20% of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting principal amount of the stockholders outstanding Debentures, (x) the Company shall cause all of the Company. Thereafter, if any one of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ XL Designees (ias defined below) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them to be nominated for election to the Company's Board board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders directors of the Company at the expiration Company's next stockholders' meeting and the Company shall support and use its best efforts to cause the election of his termsuch individuals to the board of directors of the Company and (y) XL shall have the right to request, for so long as and upon such Stockholder meets request the Board QualificationsCompany shall cause, the XL Designees to be elected to serve on the boards of directors of each of the Company's direct and indirect Subsidiaries. FurtherIn addition, for so long as all such XL Designees will be permitted to serve on any committees, including any executive committee of the Stockholders collectively own board 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 aggregate not less than 800,000 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 the applicable board of directors times a fraction the numerator of which is the number of shares of Common Stock of the Company owned by XL (assuming conversion of all Debentures held by XL) and the denominator of which threshold is the number of outstanding shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as of the Company on a result Fully Diluted Basis (rounding up in the case of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transactionfractions), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ . At any time while an XL Designee is not a member of the Company's Board and each such Subsidiary's boards of Directors to be invited directors, at the sole discretion of XL, XL may appoint a representative of XL, and the Company and each such Subsidiary will permit such representative, to attend all meetings of the Company's Board boards of Directors as an observer (so long as he is either an employee 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 election or is subject appointment to the noncompetition covenants boards of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors directors of the Company determines as to and each such Subsidiary in lieu of any particular meeting or meetings that considerations representative of confidentiality make such attendance inappropriateXL.

Board Representation. The Stockholders, collectively, shall have (a) From the right to designate either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇, as they may choose, for election to the Company's board of directors by such board Closing Date -------------------- until XL no longer owns at the closing least 20% of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting principal amount of the stockholders outstanding Debentures, (x) the Company shall cause all of the Company. Thereafter, if any one of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ XL Designees (ias defined below) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them to be nominated for election to the Company's Board board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders directors of the Company at the expiration Company's next stockholders' meeting and the Company shall support and use its best efforts to cause the election of his termsuch individuals to the board of directors of the Company and (y) XL shall have the right to request, for so long as and upon such Stockholder meets request the Board QualificationsCompany shall cause, the XL Designees to be elected to serve on the boards of directors of each of the Company's direct and indirect Subsidiaries. FurtherIn addition, for so long as all such XL Designees will be permitted to serve on any committees, including any executive committee of the Stockholders collectively own board 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 aggregate not less than 800,000 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 the applicable board of directors times a fraction the numerator of which is the number of shares of Common Stock of the Company owned by XL (assuming conversion of all Debentures held by XL) and the denominator of which threshold is the number of outstanding shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as of the Company on a result Fully Diluted Basis (rounding up in the case of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transactionfractions), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ . At any time while an XL Designee is not a member of the Company's Board and each such Subsidiary's boards of Directors to be invited directors, at the sole discretion of XL, XL may appoint a representative of XL, and the Company and each such Subsidiary will permit such representative, to attend all meetings of the Company's Board boards of Directors as an observer (so long as he is either an employee 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 election or is subject appointment to the noncompetition covenants boards of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors directors of the Company determines as to and each such Subsidiary in lieu of any particular meeting or meetings that considerations representative of confidentiality make such attendance inappropriateXL.

Board Representation. The Stockholders(a) As of the Second Closing Date and until the earlier to occur of the sixth anniversary of the Second Closing Date and the date on which Shareholders own, collectively, less than 20% of the Shares (the "Shareholder Designee Period"), the Board of Directors shall consist of no more than twelve (12) directors; provided, however, that if Mr. ▇'▇▇▇▇▇ ▇▇▇ses to serve as a director, the Board of Directors shall thereafter consist of no more than eleven (11) directors during the Shareholder Designee Period. For so long as Shareholders are entitled to at least two Shareholder Designees under this Agreement, Shareholders shall be entitled to have one Shareholder Designee serve on each committee of the right Board of Directors other than any committee formed for the purpose of considering matters relating to designate either ▇the Shareholders and as set forth below with respect to the Nominating Committee. (b) On the Second Closing Date, the Company will cause Davi▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇one additional person as designated by Shareholders or, subject to Section 3.1(d), such other substitute persons as they may choosebe designated by Shareholders, for election to be elected to the Board of Directors. At all times during the Shareholder Designee Period, the Company agrees, subject to Section 3.1(d), to support the nomination of, and the Company's board of directors by such board at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders of the Company. Thereafter, if any one of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ Nominating Committee (ias defined herein) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject recommend to the noncompetition covenants Board of Article VII of Directors the Purchase Agreement or Section 7 of inclusion in the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees recommended by the Board of Directors to shareholders for election as directors at each annual meeting of shareholders of the stockholders Company: (i) no more than two persons who are executive officers of the Company At all times during the Shareholder Designee Period, Unaffiliated Directors shall be designated exclusively by a majority of a nominating committee (the "Nominating Committee"), which shall at all times during the expiration Shareholder Designee Period consist of his termnot more than four persons, for so long two of whom shall be Shareholder Designees (or such lesser number of Shareholder Designees as such Stockholder meets then serves on the Board Qualificationsof Directors) and two of whom shall be either Management Directors or Unaffiliated Directors. IfIf the Nominating Committee is unable to recommend one or more persons to serve as Unaffiliated Directors (except with respect to any vacancy created by an Unaffiliated Director ceasing to serve as such), however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet then the Board Qualificationsof Directors shall nominate and recommend for election by stockholders an Unaffiliated Director then serving on the Board of Directors. Notwithstanding the foregoing, if the Shareholders beneficially own less than 50% of the Shares, the Stockholders Nominating Committee shall choose be comprised of individuals only one of them whom is a Shareholder Designee. The foregoing provisions shall be effected pursuant to an amendment to the Company's Bylaws in a form reasonably acceptable to the parties to this Agreement, which shall not be nominated for election further amended by the Board of Directors during the Shareholder Designee Period. (c) Upon any decrease in Shareholders' beneficial ownership of Common Stock below any Beneficial Ownership Threshold or Voting Securities below the Actual Voting Power Threshold, Shareholders shall cause a number of Shareholder Designees to offer to immediately resign from the Company's Board of Directors such that the number of Shareholder Designees serving on the Board of Directors immediately thereafter will be equal to the number of Shareholder Designees which Shareholders would then be entitled to designate under Section 3.1(b). Upon termination of the Shareholder Designee Period, Shareholders shall promptly offer to cause all of the Shareholder Designees to resign from the Board of Directors and any committees thereof and the Company's obligations under this Section 3.1 shall terminate. (d) Notwithstanding the provisions of this Section 3.1, Shareholder shall not be entitled to designate any person to the Company's Board of Directors and (or any committee thereof) in the event that the Company agrees receives a written opinion of its outside counsel that a Shareholder Designee would not be qualified under any applicable law, rule or regulation to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock serve as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of the Company's Board of Directors to be invited to attend meetings of the Company's Board of Directors as an observer (so long as he is either an employee director of the Company or if the Company objects to a Shareholder Designee because such Shareholder Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D or such person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to the noncompetition covenants any order, decree, or judgment of Article VII any court or agency prohibiting service as a director of the Purchase Agreement any public company or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless providing investment or (e) Each Shareholder Designee serving on the Board of Directors shall be entitled to all compensation and stock incentives granted to directors who are not employees of the Company determines as on the same terms provided to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriatedirectors.

Board Representation. The Stockholders, collectively, shall have the right to designate either ▇▇▇▇Leon▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ Eric ▇▇▇▇▇▇▇, as ▇▇ they may choose, for election to the Company's board of directors by such board at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders of the Company. Thereafter, if any one of ▇▇▇▇Leon▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ Eric ▇▇▇▇▇▇▇ (i▇) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both Leon▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Eric ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet t the Board Qualifications, the Stockholders shall choose one of them to be nominated for election to the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇Leon▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ Eric ▇▇▇▇▇▇▇ is ▇▇ not a member of the Company's Board of Directors to be invited to attend meetings of the Company's Board of Directors as an observer (so long as he is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors of the Company determines as to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriate.

Board Representation. The Stockholders(a) At the Closing, collectivelythe Company shall appoint two Directors designated by the Investor Shareholders for election by the Board and obtain resignations from two of the Directors that are not Independent Directors serving on the Board such that the Board shall consist initially of seven Directors. During the Term of this Agreement, (i) the Investor Shareholders, acting as a group (by majority vote based on number of shares of Common Stock held), shall have the right to designate either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇, as they may choose, nominate for election to the Company's board of directors by such board at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders of the Company. Thereafter, if any one of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject Board two Directors to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them to be nominated for election to the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders Investor Shareholder Group collectively own in the aggregate not less than 800,000 owns of record a number of shares of Common Stock equal to at least 10% of the then outstanding Common Stock (which threshold the “Investor Directors”), (ii) the Existing Shareholders, acting as a group (by majority vote based on number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transactionheld), shall have the Company agrees right to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of nominate for election to the Company's Board of two Directors to be invited to attend meetings of the Company's Board of Directors as an observer (for so long as he is either an employee the Existing Shareholder Group collectively owns of record a number of shares of Common Stock equal to at least 10% of the Company or is subject then outstanding Common Stock (the “Existing Shareholder Directors”) and (iii) the Investor Directors and the Existing Shareholder Directors shall jointly nominate three Independent Directors. In addition, in the event that the Board (including at least one Investor Director and one Existing Shareholder Director) determines to increase the number of directors above seven, 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 (x) a Investor Director prior to the noncompetition covenants expiration of Article VII his or her respective term shall be made by the remaining Investor Director or, if no Investor Directors remain, by the Investor Shareholders, (y) an Existing Shareholder Director prior to the expiration of his or her respective term shall be made by the Purchase Agreement remaining Existing Shareholder Director or, if no Existing Shareholder Directors remain, by the Existing Shareholders or Section 7 (z) an Independent Director prior to the expiration of his or her respective term shall be made jointly by the Employment Agreement of even date herewith between him Investor Directors and the Company)Existing Shareholder Directors; provided, unless 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 of Directors of or any member thereof reasonably believes that it would be contrary to his, her or its fiduciary duties to the Company determines as and its shareholders to nominate any particular meeting Investor Director or meetings that considerations of confidentiality Existing Shareholder Director to the Board or any Committee thereof, the Board, or any member thereof, may refuse to make such attendance inappropriatenomination and such refusal shall not be deemed a breach of this Agreement.

Board Representation. The Stockholders(a) Contemporaneously with or prior to Closing, collectivelyand as a condition precedent to Seller's obligations to consummate the transactions contemplated by this Purchase Agreement, the following shall have occurred: (i) (A) not less than four members of Buyer's board of directors shall have submitted their resignations, effective as of the right Closing, and four people designated by Seller shall have been nominated and elected to designate either fill the vacancies created by such resignations ("Seller's Designees") to hold such positions until ------------------ the next annual meeting of Buyer's shareholders, and (B) ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇, shall have submitted his resignation from all positions other than as they may choose, for election director and Chairman of the Board; (ii) Buyer's board shall have adopted resolutions to the Companyeffect that, at the next meeting of Buyer's shareholders, to be held no later than June 30, 1997, the following matters (in addition to any other matters which the board may subsequently decide to submit to shareholder vote) are to be submitted for shareholder approval: (A) an amendment to Article IV, Section 1 of the by-laws to increase in the size of the board to nine directors, and (B) the election of directors including five nominees by such board at Seller and four nominees by Buyer, or in the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders of the Company. Thereafter, if event that any one of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ them are unable to serve, such substitute designees chosen by a majority of such persons (ithe four nominees of Buyer are referred to herein as the "Continuing Directors"); and -------------------- (iii) holds at least 400,000 Each member of Buyer's board, immediately prior to the Closing shall have given Seller an irrevocable proxy in the form of Exhibit D annexed hereto to vote such member's shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or for the distribution of additional or different securities matters and at the shareholder meeting described in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii5.6(a)(ii) above, the "Board Qualifications"), the Company . (b) Seller hereby agrees to cause such Stockholder to be included in management's slate vote all of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them to be nominated for election to the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 its shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member favor of the Company's Board of Directors to be invited to attend meetings matters described in (a) above, including the election of the Company's Board of Directors as an observer (so long as he is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors of the Company determines as to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriateContinuing Directors.

Board Representation. The StockholdersAt the first meeting of the Board of Directors of the Company after the delivery of the Closing Buyer Shares, collectivelycurrently contemplated for January 31, 2003, the Company’s Board of Directors shall have increase the right to designate either number of Directors which shall constitute the Company’s Board of Directors and the resulting vacancy shall be filled by the Company’s Board of Directors electing M▇. ▇▇▇▇▇▇▇ as a Class II Director, with a term expiring at the 2003 Annual Meeting of Stockholders. The Company and its Board of Directors shall nominate and recommend M▇. ▇▇▇▇▇▇▇ for election as a Class II Director of the Company at the 2003 Annual Meeting of Stockholders for a term expiring at the 2006 Annual Meeting of Stockholders. At the 2003 Annual Meeting of Stockholders, the Principal Stockholders and the Investors agree to vote or act with respect to their shares of the Company’s common stock so as to elect the Investors’ designee, currently M▇▇▇▇ . ▇▇▇▇▇▇▇, as they may choose, for election to the Company's board of directors by such board at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders a Class II member of the Company. Thereafter’s Board of Directors for a term expiring at the 2006 Annual Meeting of Stockholders, unless this Agreement is terminated before the 2003 Annual Meeting of Stockholders pursuant to Section 2 below; provided, however, that with respect to the foregoing sentence, if any one of the Investors designate a person to serve as director other than M▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares , then the person so designated shall be subject to the reasonable approval of Common Stock (which threshold number a majority of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee directors of the Company then serving in such capacity, which directors shall not include the director or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the stockholders directors of the Company who is, or was, serving as the previous designee of the Investors on the Company’s Board of Directors. At any other meeting or action by written consent of the Company’s stockholders during the term of this Agreement at or by which the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them Investors’ designee is proposed to be nominated for election to the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long removed as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of the Company's ’s Board of Directors Directors, the Principal Stockholders and the Investors shall vote or act with respect to be invited to attend meetings their shares of the Company's ’s common stock so as to oppose the removal of the Investors’ designee as a member of the Company’s Board of Directors as an observer (so long as he is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company)Directors, unless the Board of Directors of the Company determines as there is cause for such removal pursuant to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriateSection 1.3.

Board Representation. The Stockholders(a) So long as at least 300,000 shares of Series A Preferred Stock (as adjusted for stock splits, collectivelystock dividends, recapitalizations and the like) are outstanding, the parties hereto agree to vote or act with respect to their shares so as to elect one (1) member of the Company's Board of Directors designated by holders of the majority of the Series A Preferred Stock, whose initial designee shall have be ▇▇▇▇▇ ▇▇▇▇▇, (b) So long as at least 3,000,000 shares of Series B and Series C Preferred Stock (as adjusted for stock splits, stock dividends, recapitalizations and the right like) are outstanding, the parties hereto agree to designate either vote or act with respect to their shares so as to elect (i) two (2) members of the Company's Board of Directors designated by the holders of the majority of then-outstanding Series B and Series C Preferred Stock (the "Series B and Series ------------------- C Directors"), whose initial designees shall be ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; ----------- and (ii) one (1) member of the Company's Board of Directors nominated by the Series B and Series C Directors and approved by a majority of the Company's Board of Directors other than the Series B and Series C Directors, whose initial designee shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇. (c) So long as ▇▇▇▇ ▇▇▇▇▇▇▇South holds at least 75% of the Series C Preferred Stock purchased by it, the parties hereto agree to vote or act with regard to their shares so as they may choose, for election to elect one member of the Company's board Board of directors Directors as designated by such board at BellSouth. (d) The parties hereto agree to vote or act with respect to their shares so as to elect the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders Chief Executive Officer of the Company. Thereafter, if any one of ▇who is ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants date of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) abovethis Agreement, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Ifprovided, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualificationsthat such person shall resign as director upon termination or resignation as Chief Executive Officer, the Stockholders shall choose one of them such resignation to be nominated for election to the Company's Board of Directors and the Company agrees to cause effective upon termination or resignation from such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his termoffice, for so long as without further action by such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of the Company's Board of Directors to be invited to attend meetings of the Company's Board of Directors as an observer (so long as he is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors of the Company determines as to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriateperson.

Board Representation. The StockholdersFrom and after November 6, collectively1998, -------------------- the Investor shall have the right be entitled to designate either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for election to the Company's Board of Directors one-half (1/2) of the total number of directors then constituting the entire Board, as such number of directors shall be fixed from time to time pursuant to resolution adopted by the Company's Board of Directors; provided, however, that -------- ------- if, after the date hereof, the Investor, its affiliates, limited partners and associates cease to beneficially own an aggregate of at least 1,700,000 shares of Voting Class A Common Stock, par value $0.10 per share ("Class A Common Stock"), of the Company, the Investor thereafter shall be entitled to designate for election to the Company's Board of Directors only one-third (1/3) of the total number of directors then constituting the entire Board; and, provided, -------- further, that if the Investor, its affiliates, limited partners and ------- associates cease to beneficially own an aggregate of at least 1,000,000 shares of Class A Common Stock, the Investor thereafter shall be entitled to designate only one (1) person for election to the Company's Board of Directors (it being understood that such entitlement to designate one director shall terminate at such time as the Investor, its affiliates, limited partners and associates cease to beneficially own any shares of Class A Common Stock). Any person designated by the Investor for election to the Company's Board of Directors in accordance with the provisions of this Section 4.1 shall be included in the slate of nominees Section 4.1 to designate for election to the Board of Directors a number of persons greater than that set forth in the first sentence of this Section 4.1. The number and type of securities which the Investor, its affiliates, limited partners and associates (or ▇▇▇▇ ▇▇▇▇▇▇▇, his wife, children and grandchildren, as they the case may choose, for election be) are required to the Company's board of directors by such board at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders of the Company. Thereafter, if any one of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder beneficially own to be included in management's slate of nominees for election at each annual meeting of afforded the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them right to be nominated designate persons for election to the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to shall be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be appropriately adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split split, stock dividend, recapitalization or similar action. The parties acknowledge and agree that, for purposes of determining the number of shares of Class A Common Stock or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of the Company's Board of Directors to be invited to attend meetings of the Company's Board of Directors as an observer (so long as he is either an employee securities of the Company or is subject beneficially owned by the Investor's limited partners, only those shares distributed by the Investor to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors of the Company determines as to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriatelimited partners shall be considered."

Board Representation. The Stockholders(a) In connection with the closing under the Securities Purchase Agreement and as required under the Existing Agreement, collectivelythe Company increased the size of the Board by one member, shall have the right to designate either and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) was appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) The size of the Board shall initially be set at ten members. (c) Subject to Section 2(a), the Company shall continue to cause ▇▇▇▇▇▇▇ or ▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇, as they may choose, for election ▇▇▇▇▇▇ and reasonably acceptable to the Company's board ) to be nominated by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Exchange Warrants or Exchange Warrant Shares, in the aggregate, in an amount equal to at least 50% of the Shares and the Exchange Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation pursuant to the Securities Purchase Agreement and on the Closing Date pursuant to the Exchange Agreement, respectively. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Exchange Warrants or Exchange Warrant Shares in the amount set forth in this Section 2(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors by such board at shall include the closing Purchaser Designee and the recommendation of the transactions contemplated Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Purchase AgreementBoard), the Purchaser Designee shall be entitled to serve until the next annual meeting as a member of, or observer to, at such Purchaser Designee’s election, committees of the stockholders Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the CompanyPurchaser Designee shall only be filled with another Purchaser Designee. Thereafter, if Any vacancy created by any one removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or fill a vacancy reserved for the distribution of additional or different securities Purchaser Designee in respect of, each case without the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them to be nominated for election to the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ unless and ▇▇▇▇ until ▇▇▇▇▇▇▇ is not no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Company's Board Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of Directors coverage as is provided to be invited to attend other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Company's Board of Directors or committees thereof or other Company related meetings to the same extent as an observer (so long as he is either an employee all other members of the Company or is subject Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the noncompetition covenants of Article VII of same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the Purchase Agreement or Section 7 of same compensation for service on the Employment Agreement of even date herewith between him Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company), unless ’s Certificate of Incorporation and Bylaws are not inconsistent with the Board provisions of Directors of this Agreement and the Company determines as to any particular meeting Transaction Documents or meetings that considerations of confidentiality make such attendance inappropriatethe transactions contemplated hereby or thereby.

Board Representation. The Stockholders(a) Not later than fifteen (15) days after the Closing Date, collectivelythe Trust shall: (i) take all necessary action, shall have if any, to increase the right number of trustees of the Trust by two, and (ii), subject to designate either ▇▇▇the Nevada Gaming Approvals, nominate and support for election to the board of trustees of the Trust ▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇, as they may choose, for election to the Company's board of directors by such board at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders of the Company. Thereafter, if any one of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ meet . (b) For so long as PRISA II shall maintain the Board QualificationsMinimum Share Ownership, PRISA II shall continue to be entitled to designate, subject to the Stockholders shall choose Nevada Gaming Approvals, one of them representative to be nominated for election to the Company's Board board of Directors trustees of the Trust, and the Company agrees Trust shall cause the board of trustees of the Trust to cause so nominate such Stockholder so chosen designee, and to be included in management's slate support such nomination along with the other nominees of nominees management and the board of directors, for election to the board of trustees of the Trust at each any annual or special meeting of the stockholders shareholders of the Company at Trust called for the expiration purpose of his term, for so long as such Stockholder meets the Board Qualificationselecting trustees. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member the individual so designated by PRISA II as of the Company's Board date of Directors this Agreement. If the representative designated by PRISA II shall be elected to be invited to attend meetings the board of trustees of the Company's Board Trust, such right of Directors PRISA II shall be suspended until such representative is up for re-election or the seat occupied thereby otherwise becomes vacant. Upon the death, disability, retirement, removal (with or without cause) or resignation of any such trustee designated by PRISA II, PRISA II shall have the right to designate a replacement for such individual to fill such capacity and serve as an observer (so long as he is either an employee a trustee of the Company or is Trust for the remainder of the departing trustee's term, and the trustees of the Trust shall appoint such replacement individual to the board of trustees of the Trust to fill such vacancy. If PRISA II shall at any time fail to maintain the Minimum Share Ownership, then the rights granted to PRISA II by this Section 18.01 shall immediately terminate and the party designated by PRISA II, if then a Trustee of the Trust, shall promptly resign such trusteeship. (c) The election and removal of trustees of the Trust shall at all times remain subject to the noncompetition covenants of Article VII terms and conditions of the Purchase Agreement or Trust's Constituent Documents. The provisions of this Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors of the Company determines as to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriate18.01 shall survive Closing.

Board Representation. The Stockholders, collectively, shall have the right to designate either If S▇▇ ▇. ▇▇▇▇▇, Ph.D. ceases to serve as Chairman of the Board of Directors due to (a) D▇▇ . ▇▇▇▇▇’▇ resignation as a director due to a material adverse change to the condition of D▇. ▇▇▇▇▇ or any member of D▇▇▇▇ . ▇▇▇▇▇▇▇, as they may choose, for election to ’▇ immediate family or (b) a vote or written consent of stockholders of the Company's board , in which the requisite majority for approval of directors such removal by such board at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders of the CompanyCompany does not include any stockholders who serve on the Board of Directors or who are Affiliates of any individuals who serve on the Board of Directors, the Company shall promptly take any and all actions (including by increasing the size of the Board of Directors) as may be required under the laws of its state of incorporation, its certificate of incorporation and bylaws and any all other applicable laws set forth by any governmental authority in order to (i) cause, within five (5) Trading Days following D▇. Thereafter, if any one of ▇▇▇▇▇▇’▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ departure, (ix) holds at least 400,000 shares the election of Common Stock two directors designated by Genesis, which designees shall be (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transactionA) and (iiindependent under Section 5605(a)(2) is either an employee of the Company or is subject to the noncompetition covenants of Article VII rules of the Purchase Agreement or Section 7 of Nasdaq Stock Market (the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"“Independence Rules”), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the (B) not existing stockholders of the Company at on the expiration date hereof and (C) persons with relevant experience in either the biotechnology, pharmaceutical or healthcare industries, to serve as members of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them to be nominated for election to the Company's Board of Directors from the date hereof until such director designees’ resignation, death, removal or disqualification (the “Genesis Designees”) and (y) the Company agrees to cause such Stockholder so chosen to be included in management's slate election of nominees for election at each annual meeting a chairman of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of the Company's Board of Directors to be invited to attend meetings of the Company's Board of Directors as an observer (so long as he is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors of the Company determines who qualifies as an independent director under the Independence Rules and (ii) until the Debentures are either repaid or converted in full, include the Genesis Designees as nominees for election or re-election as members of the Board of Directors, as the case may be, in the proxy statement to be sent to any particular holders of the Company’s capital stock in connection with any annual or special meeting of such holders entitled to vote on such matters if the re-election of the members of the Board of Directors shall be proposed by the Board of Directors in such proxy statement and, in such instance, the Board of Directors shall recommend to any such holders of its capital stock entitled to vote at such meeting in such proxy statement the election or meetings that considerations re-election, as applicable, of confidentiality make such attendance inappropriatethe Genesis Designees.

Board Representation. The StockholdersAt each annual meeting of the shareholders of the Company, collectivelyor at any meeting of the shareholders of the Company at which members of the Board of Directors of the Company are to be elected, shall have or whenever members of the right Board of Directors are to designate either ▇▇▇be elected by written consent, each Investor and each other party to this Agreement, as a holder of capital stock of the Company, agrees on behalf of itself and any transferee or assignee of any such shares of capital stock, to vote or act with respect to all of such shares of capital stock and any other securities of the Company acquired by such party in the future (and any securities of the Company issued with respect to, upon conversion of, or in exchange or substitution for such securities) (the “Relevant Shares”) so as to elect members of the Board of Directors as follows: (a) to serve as the one (1) member of the Board of Directors elected by the holders of Series A Preferred Stock voting as a separate class in accordance with the Company’s Third Amended and Restated Articles of Incorporation, as may be amended (the “Restated Articles”), a nominee designated by DENSO International America, Inc. (“DENSO”), to be initially ▇▇▇▇ ▇▇▇▇▇▇▇ (the “DENSO Designee”), provided, however, that if DENSO at any time declines or ▇fails to designate such a nominee, the DENSO Designee shall be selected by the holders of a majority of the outstanding shares of Series A Preferred Stock; (b) to serve as the one (1) member of the Board of Directors elected by the holders of Series B Preferred Stock voting as a separate class in accordance with the Restated Articles, a nominee designated by holders of a majority of the outstanding shares of Series B Preferred Stock, to be initially Fun-▇▇▇ ▇▇▇▇▇▇▇, ▇ (the “Series B Designee”); and (c) to serve as they may choose, for election to the Company's board of directors by such board at the closing two (2) members of the transactions contemplated Board of Directors elected by the Purchase Agreement, to serve until the next annual meeting holders of the stockholders Common Stock voting as a separate class in accordance with the Restated Articles, two nominees designated by holders of a majority of the Company. Thereafter, if any one of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of outstanding Common Stock (one of which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate the Chief Executive Officer of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them to be nominated for election to the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of the Company's Board of Directors to be invited to attend meetings of the Company's Board of Directors as an observer (so long as he is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless to be initially Fumihiro Kozato (the Board of Directors of the Company determines as to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriate“Common Designees”).

Board Representation. (a) The StockholdersBoard of Directors shall elect a total of three nominees designated in writing by the Investor prior to the Closing (such persons, collectivelyor replacements designated by the Investor, the "INVESTOR NOMINEES"), to the Board of Directors effective as of the Closing Date, to be allocated to Class I, Class II and Class III as specified by the Investor. Commencing with the annual meeting of stockholders of the Company the record date for which next follows the Closing Date, and at each annual meeting of stockholders of the Company thereafter, the Investor shall be entitled to present to the Board of Directors or the nominating committee thereof a number of nominees for election to the class of directors up for election to the Board of Directors at such annual meeting equal to the number of Investor Nominees in such class immediately prior to such election and the Company shall use its best efforts to cause the election to the Board of Directors of such Investor Nominees. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to present to the Board of Directors or the nominating committee thereof three nominees for election to the Board of Directors at each annual meeting of stockholders of the Company. In the event of the death, disability, resignation or removal of an Investor Nominee, the Investor shall designate a replacement for such director, which replacement the Company shall cause to be elected to the Board of Directors. (b) The Company shall cause each Investor Nominee designated for election to the Board of Directors pursuant to Section 5.02(a) hereof to be included in the slate of nominees recommended by the Board of Directors to the stockholders of the Company for election as directors at the relevant annual meeting of the stockholders, and shall use its best efforts to cause the election of each such Investor Nominee, including soliciting proxies in favor of the election of such person. (c) Notwithstanding the foregoing provisions of this Section 5.02, the Investor shall not be entitled to designate Investor Nominees for election to the Board of Directors in the event that the Investor and its Affiliates Beneficially Own, in the aggregate, less than 50% of the Investor Original Number of Conversion Shares. In the event that the Investor shall not be entitled to designate Investor Nominees for election to the Board of Directors, the Investor Nominees shall resign from the Board of Directors no later than the thirtieth day after the day on which the Investor becomes aware that the aggregate Beneficial Ownership of it and its Affiliates is reduced below the threshold ownership level of Investor Original Number of Conversion Shares specified in this Section 5.02(c). If an Investor Nominee does not resign on or prior to such thirtieth day as required pursuant to the immediately preceding sentence, a majority of the Board of Directors (excluding any Investor Nominees) shall have the right to designate either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇remove such Investor Nominee from the Board of Directors. (d) If the Board of Directors shall determine in good faith in the exercise of its fiduciary duties, as they may choose, that nomination of any person designated by the Investor for election to the Company's board Board of directors by such board at Directors would be contrary to the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders best interests of the Company. Thereafter, then the Company shall promptly notify the Investor of such determination (either in person, if any one such determination shall be made at a Board of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Directors meeting at which an Investor Nominee is present or ▇▇▇▇ ▇▇▇▇▇▇▇ by telephone (i) holds promptly confirmed in writing), if such determination shall be made at least 400,000 shares a Board of Common Stock (Directors meeting at which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transactionan Investor Nominee is not present) and (ii) is either an employee thereafter the Investor shall have a period of the Company or is subject no less than five Business Days to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees designate a new person for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them to be nominated nomination for election to the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of the Company's Board of Directors to be invited to attend meetings of the Company's Board of Directors as an observer (so long as he is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Investor Nominee. The Board of Directors has approved the executives of the Company determines Investor set forth on Schedule 5.02(d) hereto as to any particular meeting or meetings that considerations Investor Nominees for all purposes hereof as of confidentiality make such attendance inappropriatethe date hereof.

Board Representation. The Stockholders, collectively, 7.1 OSI shall have the right to designate either ▇one nominee (who shall be reasonably satisfactory to the Company, provided that Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇, as they may choose, for election is deemed satisfactory to the Company's board of directors by such board at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders of the Company. Thereafter, if any one of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ ) (i) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board QualificationsNominee"), the Company agrees to cause such Stockholder to be included in management's slate of nominees ) for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them to be nominated for election to the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of the Company's Board of Directors within 30 days after the Closing Date and the Company and will use its best efforts to cause such Nominee to be invited elected as a director of the Company and re-elected (to attend meetings the extent required by this Section 7). Such best efforts shall include (a) nomination of the Nominee for election as a director of the Company in any solicitation of proxies or other communication to shareholders regarding the nomination of persons for election as the Company's directors; and (b) in any solicitation of proxies or other communication to shareholders regarding the nomination of persons for election as the Company's directors, nominating a number of nominees not greater than the number of seats on the Company's Board of Directors open for election in the applicable election. The Company's obligations under this Section 7 are subject to the Nominee completing and executing a Consent to Act as an observer a Director and personal information forms in the forms required by the TSX Venture Exchange. In the event that the TSX Venture Exchange does not approve the Nominee as a director of the Company, OSI will cause the Nominee to resign as a director of the Company. 7.2 If, at any time prior to the 2003 annual meeting of the Company's shareholders, OSI sells any of its Shares, Warrants and/or Warrant Shares, OSI shall no longer have the right to designate a nominee for election as a director of the Company. Except as set forth in the preceding sentence, if OSI holds more than 750,000 of the Shares and Warrant Shares (so long including Warrant Shares issuable upon exercise of the Warrants), OSI shall have the right to designate a nominee for election as he is either an employee a director of the Company or is subject to at the noncompetition covenants Company's annual meeting of Article VII shareholders, provided that this right shall terminate immediately after the 2006 annual meeting of the Purchase Agreement or Section 7 of Company's shareholders, provided further that OSI shall continue to have the Employment Agreement of even date herewith between him rights the provided by applicable law and the Company), unless 's charter and bylaws to holders of Common Shares to nominate and vote upon the Board election of Directors of the Company determines as to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriatedirectors.

Board Representation. The Stockholders, collectively, shall have the right to designate either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇, as they may choose, for election to the Company's board of directors by such board at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders of the Company. Thereafter, if any one of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of Common Stock (which threshold The Purchaser shall increase the number of shares shall automatically be adjusted authorized directors from time 8 to time to reflect increases, decreases or exchanges in, or 9 and cause one person designated by the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder Funds to be included in management's slate of nominees for election at each annual meeting of elected to fill the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them to be nominated for election to the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of the Company's Board of Directors to be invited to attend meetings of the Company's Board of Directors as an observer (so long as he is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless vacancy created on the Board of Directors of the Company determines Purchaser, effective upon the Closing Date. Thereafter, in the event that the Purchaser shall increase the number of members of its Board of Directors, the Funds shall be entitled to have a number of representatives on the Board of Directors of the Purchaser so that the Funds representation on the Board of Directors of the Purchaser shall equal a number of directors equal to the product of the total number of directors on such Board multiplied by the percentage of the outstanding Purchaser Common Stock that is beneficially owned by the Funds (other than shares purchased by the Funds from any person other than the Purchaser) on a fully diluted basis (including the shares of Purchaser Common Stock issuable upon conversion of the Purchaser Convertible Preferred Stock) provided, however, that such calculation shall be rounded to the nearest whole number of directors; provided, further, that, unless otherwise provided in Section 4.1(a)(ii), irrespective of the above calculation, the Funds shall have at least one designee on the Board of Directors of the Purchaser. In the event that the Funds are entitled to designate more than one person to serve on the Purchaser's Board of Directors, the Funds' designees shall be allocated among the Purchaser's classes of directors as equally as possible. (ii) If the number of directors designated by the Funds is increased to greater than one pursuant to Section 4.11(a)(i), then the Purchaser agrees that as long as the Funds continue to beneficially own in the aggregate a number of shares of the Purchaser Common Stock equal to at least 50% of the outstanding Purchaser Common 52 46 Stock beneficially owned by the Funds immediately following the Closing, which calculation shall be made as appropriate to take into account any particular meeting conversions, reclassifications, reorganizations, in-kind dividends, splits, reverse splits and similar events that may occur with the Purchaser Common Stock, at all meetings of the stockholders of the Purchaser at which members of the Purchaser's Board of Directors are elected, the Purchaser shall nominate for election as a director as part of the management slate, a number of persons designated by the Funds such that if such persons were elected as directors the number of directors of the Purchaser designated by the Funds pursuant to this Section would equal the number of directors as determined pursuant to Section 4.11(a)(i). The Purchaser also agrees that as long as the Funds continue to beneficially own in the aggregate a number of shares of the Purchaser Common Stock equal to at least 33 1/3% but less than 50% of the Purchaser Common Stock beneficially owned by the Funds immediately following the Closing, which calculation shall be made as appropriate to take into account any conversions, reclassifications, reorganizations, in-kind dividends, splits, reverse splits and similar events that may occur with the Purchaser Common Stock, at all meetings of the stockholders of the Purchaser at which members of the Purchaser's Board of Directors are elected, the Purchaser shall nominate for election as a director as part of the management slate, one person designated by the Funds unless a person designated by the Funds pursuant to this Section is serving as a director of the Purchaser and such person's term will not expire in connection with such shareholder meeting. The Purchaser agrees to provide the same type of support for the election of the designees of the Funds as directors of the Purchaser, its affiliates and its management provides to other persons standing for election as directors of the parent as part of the management slate. In the event that any designee of Purchaser for election to the Purchaser's Board of Directors pursuant to the foregoing provisions shall cease to serve as a director for any reason (other than the failure of the stockholders of Purchaser to elect such person as a director), the vacancy resulting therefrom shall be filled by a designee of the Funds. (iii) As long as the Funds have the right to designate at least one nominee to the Board of Directors of the Company, unless otherwise agreed by the Funds, each Committee of the Purchaser's Board of Directors will contain at least one member designated by the Funds. (iv) The Purchaser shall furnish to the Funds' designee or meetings designees, as the case may be, on the Purchaser's Board of Directors all information that considerations is provided to the other members of confidentiality make such attendance inappropriatethe Board of Directors of the Purchaser. (v) The Purchaser and the Funds agree that any breach of this Section 4.11 would cause irreparable injury to the Funds and that money damages will be an inadequate remedy for any breach or threatened breach of the agreements described in this Section 4.11. The Purchaser agrees that in the event of a breach or a threatened breach of the agreements described in this Section 4.11, the Funds shall, in addition to other rights and remedies existing in their favor, be entitled to specific performance 53 47 and/or injunctive relief in order to enforce, or prevent any violations of, the provisions of this Section 4.11 (without the posting of a bond or other security).

Board Representation. The StockholdersIn connection with the Asset Purchase Agreement and the agreement of Purchaser to the transfer of certain material agreements to the Company from PetStore, collectivelythe Company hereby acknowledges that as of the date of this Agreement (i) the authorized size of the Board of Directors of the Company is five members, shall have (ii) the right to designate either members of the Board of Directors are Juli▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇hn ▇. ▇▇▇▇▇▇▇▇, ▇▇rk ▇. ▇▇▇▇▇▇ ▇▇▇ John ▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇, as they may choose(▇ii) 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; and that at the Company's next annual meeting of shareholders, the Purchaser Designee shall be included in the Company's slate of nominees for election to the Company's board of directors by such board Board at the closing meeting of shareholders. The Company will also obtain prior to Closing a voting agreement reasonably satisfactory to Purchaser and effective as of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting Closing from a majority of the stockholders holders of its voting stock (determined based on the number of shares of voting stock outstanding after Closing) under which such holders will agree to 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. ThereafterThe 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, if any one (ii) the date on which Purchaser has transferred, sold or otherwise disposed of ▇▇▇▇more than twenty-five percent (25%) of the shares of Pets.▇▇▇ ▇▇▇mon Stock originally acquired by it from Pets▇▇▇▇ or ▇.▇▇▇, ▇▇c. upon distribution, if any, of those shares of Pets.▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of Common mon Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both received by Pets▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet er the Board QualificationsAsset Purchase Agreement, excluding for the Stockholders shall choose one purposes of them this calculation any shares Purchaser has pledged to be nominated for election to Imperial Creditcorp, Inc.under a guarantee agreement, or (iii) the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting consummation of the stockholders sale of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases all or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member substantially all of the Company's Board assets or a merger, reorganization or other recapitalization or transaction or series of Directors to be invited to attend meetings of related transactions in which the Company's Board of Directors as an observer (so long as he is either an employee stockholders prior to such transaction hold less than 50% of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors of the Company determines as to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriatevoting power.

Board Representation. (a) The StockholdersCompany shall, collectivelywithin 30 days after the date hereof, promptly cause one vacancy to be created on its Board of Directors (by increasing the number of members of the Board of Directors or otherwise) and at such time shall have cause one person designated by the right Purchaser and that is reasonably acceptable to designate either the Company to be selected to fill such vacancy; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be deemed to be acceptable to the Company. Such designee shall serve until the next succeeding annual meeting of stockholders of the Company to be held after such election. Notwithstanding the foregoing, as they may chooseat any time that the Purchaser does not continue to own at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (whether or not the Preferred Stock has been converted), for election such designee shall tender his or her resignation to the Company's board Board of directors by such board Directors at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next succeeding annual meeting of the stockholders, whether or not such designee's term of office expires at such meeting. (b) Commencing with such next succeeding annual meeting of stockholders of the Company referred to in subsection (a) above and at each annual meeting of stockholders of the Company thereafter, so long as the Purchaser holds 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted) the Purchaser shall be entitled to designate one director who shall be acceptable to the Company to the Company. Thereafter, if any one 's Board of Directors; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time deemed to time be acceptable to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee Company. The Company shall cause such designee of the Company or is subject Purchaser to be included in the slate of nominees recommended by the Board to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him Company's stockholders for election as directors, and the Company shall use its reasonable best efforts to cause the election of such designee, including voting all shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such person. Notwithstanding the foregoing, at any time that the Purchaser does not continue to own at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (iwhether or not the Preferred Stock has been converted), such designee shall tender his or her resignation to the Company's Board of Directors at the next succeeding annual meeting of stockholders, whether or not such designee's term of office expires at such meeting. (c) and (iiIn the event such designee of the Purchaser shall cease to serve as a director for any reason, other than by reason of the Purchaser not being entitled to designate a designee as provided in Section 1(a) above, the "Board Qualifications"or 1(b), the Company agrees shall use its reasonable best efforts to cause such Stockholder the vacancy resulting thereby to be included in management's slate of nominees for election at each annual meeting filled by a designee of the stockholders Purchaser that is reasonably acceptable to the Company; provided that each of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet shall be deemed to be acceptable to the Company. (d) In addition to the rights granted pursuant to Section 1(a), (b) and (c) above, the Purchaser shall have the right to have a representative reasonably acceptable to the Company attend all portions of regular and special meetings of the Board Qualificationsof Directors of the Company not reserved for members of the Board of Directors of the Company only except to the extent counsel to the Company advises that such attendance or receipt of information thereat could jeopardize matters of attorney-client privilege or otherwise not be in the Company's best interests as a whole. Such representative shall agree in writing at the time of his or her designation that he or she shall be bound by the same fiduciary duties (including those relating to confidentiality) as apply to members of the Board. Such right is further conditioned upon the receipt of an agreement in writing pursuant to which such representative agrees to keep confidential all discussions held, and materials distributed, at the Stockholders shall choose one meeting of them to be nominated for election to the Company's Board of Directors Directors. The visitation rights set forth above shall include the right to receive the same notice and materials provided to Board and committee members. For the Company agrees to cause such Stockholder so chosen to be included in management's slate avoidance of nominees for election at doubt, it is understood and agreed that each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed acceptable to the Company for purposes of this Section 1(d). (e) From and after the date hereof and so long as the Purchaser continues to hold at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (whether or not the Preferred Stock has been converted), at each annual or special stockholders meeting called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, MBF agrees to vote or otherwise give such stockholder's consent in respect of all shares of the capital stock of the Company (whether now or hereafter acquired) owned (whether jointly or severally) or, to the extent permitted by law, controlled (including shares held by the Estate of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (until distributed in accordance with Section 2(f)), but excluding shares held by the Overlook Estate Foundation, Inc. or the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Family Trust) by such stockholder, and take all other appropriate action, in order to cause: (i) the election to the Board of Directors of the designee of the Purchaser pursuant to this Section 1; (ii) the removal from the Board of Directors (with or without cause) of any director elected in accordance with clause (i) above upon the written request of the Purchaser; and (iii) upon any vacancy in the Board as a result of any individual designated as provided in clause (i) above ceasing to be a member of the Board of Directors, whether by resignation or otherwise, the election to the Board of Directors as promptly as possible of an individual designated by the Purchaser that is reasonably acceptable to the Company; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of shall be deemed to be acceptable to the Company's Board of Directors . (f) No party hereto shall grant any proxy or enter into or agree to be invited bound by any voting trust with respect to attend meetings shares of the Company's Board capital stock held by it, nor shall any party hereto enter into any stockholder agreement or arrangement of Directors as an observer (so long as he is either an employee any kind with respect to shares of the Company capital stock held by it, which conflicts or is subject to inconsistent in any manner with the noncompetition covenants provisions of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors of the Company determines as to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriatethis Agreement.

Board Representation. The StockholdersEach Stockholder agrees to vote all of his, collectivelyher or its shares of voting securities in the Company, whether now owned or hereafter acquired or which such Stockholder may be empowered, directly or indirectly, to vote (together, the “Voting Shares”), from time to time and at all times, in whatever manner shall have be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held, or pursuant to any written consent of the right stockholders, the following persons shall be elected to designate either ▇the Board: (a) So long as Clearstone (as defined below) continues to hold at least 25% of the shares of Preferred Stock held by it on the date hereof (subject to adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization), whenever the holders of the Series A Preferred Stock voting as a separate class are entitled to elect the Series A Director, one individual designated by Clearstone Venture Partners III-A, LP or its affiliates (“Clearstone”) as the Series A Director, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇; (b) So long as ▇▇▇▇▇▇▇▇ (as defined below) continues to hold at least 25% of the shares of Preferred Stock held by it on the date hereof (subject to adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization), whenever the holders of the Series B Preferred Stock voting as a separate class are entitled to elect the Series B Director, one individual designated by ▇▇▇▇▇▇▇▇ XII, L.P. or its affiliates (“▇▇▇▇▇▇▇▇”) as the Series B Director, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇; (c) Whenever the holders of the Class A Common Stock voting as a separate class are entitled to elect the Common Directors, one individual designated by the holders of a majority of the outstanding shares of Class A Common Stock held by the Common Holders as one of the two Common Directors, who shall initially be ▇▇▇▇▇ ▇▇▇▇; provided, that, so long as ▇▇▇▇▇ ▇▇▇▇▇▇▇ continues to hold at least 25% of the shares of Class A Common Stock that ▇▇. ▇▇▇▇▇▇▇ holds as of the date hereof (subject to adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization), this designee shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇ if he is not then the CEO Designee (as defined below); (d) Whenever the holders of the Class A Common Stock voting as a separate class are entitled to elect the Common Directors, the Company’s then current Chief Executive Officer (the “CEO Designee”), as one of the two Common Directors, who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇, provided that if for any reason the then current CEO Designee shall cease to serve as they may choose, for election to the Company's board ’s Chief Executive Officer, then the Stockholders shall promptly vote their respective Voting Shares (i) to remove him or her from the Board if he has not resigned from such position (except, in the case of directors by such board at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders of the Company. Thereafter, if any one of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of , who may serve as the other Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities Director as provided in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) Section 1(c)); and (ii) is either an employee to elect the person who replaces him or her as the Company’s Chief Executive Officer as the CEO Designee; and (e) Whenever the holders of the Company or is subject Class A Common Stock and the Preferred Stock voting together as a single class are entitled to elect the noncompetition covenants Outside Director, to elect as the Outside Director, one individual designated with the approval of Article VII each of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him then current Series A Director, Series B Director and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them to be nominated for election to the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of the Company's Board of Directors to be invited to attend meetings of the Company's Board of Directors as an observer (so long as he is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors of the Company determines as to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriateDirectors.

Board Representation. The StockholdersAt each annual meeting of the stockholders of the Company, collectivelyor at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors are to be elected by written consent, the Common Holders and the Investors agree to vote or act with respect to their shares so as to elect: (a) one (1) member of the Company's Board of Directors designated by Atlas Venture Fund V, L.P. or its affiliates ("Atlas") so long as Atlas owns at least 3,000,000 shares of Series A Preferred Stock (as adjusted for stock splits, stock dividends, reclassifications and the like), and such designee shall have initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (b) one (1) member of the right to designate either Company's Board of Directors designated by Madrona Venture Group or its affiliates ("Madrona") so long as Madrona owns at least 3,000,000 shares of Series A Preferred Stock (as adjusted for stock splits, stock dividends, reclassifications and the like), and such designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; (c) one (1) member of the Company's Board of Directors designated by Sequoia Capital or its affiliates ("Sequoia") so long as Sequoia owns at least 3,000,000 shares of Series B Preferred Stock (as adjusted for stock splits, stock dividends, reclassifications and the like), and such designee shall initially be ▇▇▇▇ ▇▇▇▇▇▇; (d) one (1) member of the Company's Board of Directors designated by ▇▇▇▇▇▇ Brothers Venture Capital Group or its affiliates ("▇▇▇▇▇▇") so long as ▇▇▇▇▇▇ owns at least 3,000,000 shares of Series C Preferred Stock (as adjusted for stock splits, stock dividends, reclassifications and the like), and such designee shall initially be ▇▇▇▇▇ ▇▇▇▇; (e) one (1) member of the Company's Board of Directors designated by the holders of a majority of the Common Stock of the Company, and such designee shall initially be ▇▇▇▇▇ ▇▇▇▇▇; (f) one (1) member of the Company's Board of Directors to be an individual holding the title of Chief Executive Officer of the Company, for so long as such person remains Chief Executive Officer of the Company, and such designee shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as they may choose, for election to ; and (g) one (1) independent member of the Company's board Board of directors Directors designated by such board at the closing holders of a majority of the transactions contemplated by Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and the Purchase AgreementCommon Stock, to serve until the next annual meeting of the stockholders of the Company. Thereaftervoting together as a single class on an as-converted basis, if any one of and such designee shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them to be nominated for election to the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of the Company's Board of Directors to be invited to attend meetings of the Company's Board of Directors as an observer (so long as he is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors of the Company determines as to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriate.

Board Representation. (a) The StockholdersCompany shall, collectivelywithin 30 days after the date hereof, promptly cause one vacancy to be created on its Board of Directors (by increasing the number of members of the Board of Directors or otherwise) and at such time shall have cause one person designated by the right Purchaser and that is reasonably acceptable to designate either the Company to be selected to fill such vacancy; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be deemed to be acceptable to the Company. Such designee shall serve until the next succeeding annual meeting of stockholders of the Company to be held after such election. Notwithstanding the foregoing, as they may chooseat any time that the Purchaser does not continue to own at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (whether or not the Preferred Stock has been converted), for election such designee shall tender his or her resignation to the Company's board Board of directors by such board Directors at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next succeeding annual meeting of the stockholders, whether or not such designee's term of office expires at such meeting. (b) Commencing with such next succeeding annual meeting of stockholders of the Company referred to in subsection (a) above and at each annual meeting of stockholders of the Company thereafter, so long as the Purchaser holds 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted)the Purchaser shall be entitled to designate one director who shall be acceptable to the Company to the Company. Thereafter, if any one 's Board of Directors; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time deemed to time be acceptable to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee Company. The Company shall cause such designee of the Company or is subject Purchaser to be included in the slate of nominees recommended by the Board to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him Company's stockholders for election as directors, and the Company shall use its reasonable best efforts to cause the election of such designee, including voting all shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such person. Notwithstanding the foregoing, at any time that the Purchaser does not continue to own at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (iwhether or not the Preferred Stock has been converted), such designee shall tender his or her resignation to the Company's Board of Directors at the next succeeding annual meeting of stockholders, whether or not such designee's term of office expires at such meeting. (c) and (iiIn the event such designee of the Purchaser shall cease to serve as a director for any reason, other than by reason of the Purchaser not being entitled to designate a designee as provided in Section 1(a) above, the "Board Qualifications"or 1(b), the Company agrees shall use its reasonable best efforts to cause such Stockholder the vacancy resulting thereby to be included in management's slate of nominees for election at each annual meeting filled by a designee of the stockholders Purchaser that is reasonably acceptable to the Company; provided that each of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet shall be deemed to be acceptable to the Company. (d) In addition to the rights granted pursuant to Section 1(a), (b) and (c) above, the Purchaser shall have the right to have a representative reasonably acceptable to the Company attend all portions of regular and special meetings of the Board Qualificationsof Directors of the Company not reserved for members of the Board of Directors of the Company only except to the extent counsel to the Company advises that such attendance or receipt of information thereat could jeopardize matters of attorney-client privilege or otherwise not be in the Company's best interests as a whole. Such representative shall agree in writing at the time of his or her designation that he or she shall be bound by the same fiduciary duties (including those relating to confidentiality) as apply to members of the Board. Such right is further conditioned upon the receipt of an agreement in writing pursuant to which such representative agrees to keep confidential all discussions held, and materials distributed, at the Stockholders shall choose one meeting of them to be nominated for election to the Company's Board of Directors Directors. The visitation rights set forth above shall include the right to receive the same notice and materials provided to Board and committee members. For the Company agrees to cause such Stockholder so chosen to be included in management's slate avoidance of nominees for election at doubt, it is understood and agreed that each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed acceptable to the Company for purposes of this Section 1(d). (e) From and after the date hereof and so long as the Purchaser continues to hold at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (whether or not the Preferred Stock has been converted), at each annual or special stockholders meeting called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, MBF agrees to vote or otherwise give such stockholder's consent in respect of all shares of the capital stock of the Company (whether now or hereafter acquired) owned (whether jointly or severally) or, to the extent permitted by law, controlled (including shares held by the Estate of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (until distributed in accordance with Section 2(f)), but excluding shares held by the Overlook Estate Foundation, Inc. or the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Family Trust) by such stockholder, and take all other appropriate action, in order to cause: (i) the election to the Board of Directors of the designee of the Purchaser pursuant to this Section 1; (ii) the removal from the Board of Directors (with or with- out cause) of any director elected in accordance with clause (i) above upon the written request of the Purchaser; and (iii) upon any vacancy in the Board as a result of any individual designated as provided in clause (i) above ceasing to be a member of the Board of Directors, whether by resignation or otherwise, the election to the Board of Directors as promptly as possible of an individual designated by the Purchaser that is reasonably acceptable to the Company; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of shall be deemed to be acceptable to the Company's Board of Directors . (f) No party hereto shall grant any proxy or enter into or agree to be invited bound by any voting trust with respect to attend meetings shares of the Company's Board capital stock held by it, nor shall any party hereto enter into any stockholder agreement or arrangement of Directors as an observer (so long as he is either an employee any kind with respect to shares of the Company capital stock held by it, which conflicts or is subject to inconsistent in any manner with the noncompetition covenants provisions of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors of the Company determines as to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriatethis Agreement.

Board Representation. The StockholdersUntil the date on which less than twenty five percent (25%) of the number of Series B Preferred Stock remain outstanding or the Investors hold less than fifteen percent (15%) of the Company's then outstanding capital stock (not including any capital stock issuable upon exercise of outstanding options or warrants of the Company) (the "THRESHOLD DATE"), collectivelythe Investors agree to vote or act with respect to their shares of Series B Preferred Stock so as to elect as a Series B Director an individual designated by JAFCO America Ventures, Inc. (or its affiliates) (the "JAFCO ENTITIES"), the designee of which shall have be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Until the right Threshold Date, the Investors agree to designate either vote or act with respect to their shares so as to elect as a Series B Director an individual designated by Doll Capital Management (the "DOLL CAPITAL ENTITIES"), the designee of which shall be ▇▇▇▇▇ ▇▇▇▇. From and after the Threshold Date, the Investors agree to vote or act with respect to their shares of Series B Preferred Stock so as to elect as a Series B Director, an individual designated by the JAFCO Entities. During the term of this Agreement, the Founders agree to vote or act with respect to their shares of Common Stock so as to elect the Company's then-current Chief Executive Officer as a Common Director; PROVIDED, HOWEVER, that until such time as a Chief Executive Officer is appointed, the Founders agree to vote or act with respect to their shares of Common Stock so as to elect ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as a Common Director. During the term of this Agreement, the Founders agree to vote or act with respect to their shares of Common Stock so as to elect a designee of the holders of a majority of the outstanding shares of Common Stock as a Common Director, the designee of which shall be ▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Racotek, as they may choosethe sole holder of Series A Preferred Stock, for election agrees to the Company's board of directors by such board at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders of the Company. Thereafter, if any one of ▇elect ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as the Series A Director. During the term of this Agreement, the parties to this Agreement agree to vote or act with respect to their shares so as to elect as the Independent Directors individuals with relevant experience in the Company's industry, which persons shall be unanimously designated by the Company's Board of Directors, one of which shall initially be ▇▇▇ ▇▇▇▇▇. However, if the JAFCO Entities, the Doll Capital Entities, the Founders or Racotek designate a person to serve as a director other than ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (i) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases▇▇▇▇, decreases ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet , as the Board Qualificationscase may be, then the person so designated shall be subject to the reasonable approval of a majority of the directors of the Company then serving in such capacity, which directors shall not include the director or directors of the Company that is, or was, serving as the previous designee of the JAFCO Entities, the Stockholders shall choose one of them to be nominated for election to Doll Capital Entities, the Founders or Racotek on the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his termDirectors, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of the Company's Board of Directors to be invited to attend meetings of the Company's Board of Directors as an observer (so long as he is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors of the Company determines as to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriatecase may be.