Common use of Directors Clause in Contracts

Directors. (a) Promptly upon the purchase by Merger Sub of Shares pursuant to the Offer, and from time to time thereafter, Merger Sub shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to the product of the total number of directors on the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub at such time bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's designees to be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Merger Sub pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries).

Directors. (a) Promptly upon the purchase acceptance for payment of shares of Company Common Stock by Merger Sub of Shares pursuant to the Offer, Parent and from time to time thereafter, Merger Sub shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to the product of the total number of directors on the Board of Directors of (giving effect i) the Company as will give Parent and Sub, subject to compliance with Section 14(f) of the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number Exchange Act and Rule 14f-1 promulgated thereunder, a majority of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub at such time bears to the total number of Shares then outstandingdirectors, and the Company shall, at such time, promptly take all actions necessary to cause Merger Parent's and Sub's designees to be so elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use by its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the existing Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), Directors and (ii) each board subsidiary of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of Directors of the domestic Subsidiaries Company and each such subsidiary as will give Parent and Sub (collectively) a majority of such directors or committee, and the Company shall, at such time, cause Parent's and Sub's designees to be so elected. In the event that Parent's and Sub's designees are elected to the Board of Directors of the Company, until the Effective Time such Board of Directors shall have at least two directors who are directors on the date hereof of this Agreement and who are not officers or employees of the Company (the "NON-EMPLOYEE DIRECTORS"); and provided that, in such event, if the number of Non-Employee Directors shall remain members be reduced below two for any reason whatsoever, the remaining Non-Employee Director shall designate a person to fill such vacancy who shall be deemed to be an Non-Employee Director for purposes of this Agreement or, if no Non-Employee Directors then remain, the other directors shall designate two persons to fill such vacancies who shall not be officers or affiliates of the Board Company, or officers or affiliates of Parent or any of its subsidiaries, and such persons shall be deemed to be Non-Employee Directors for purposes of such boards and committeesthis Agreement. (b) The Subject to applicable law, the Company shall promptly take all actions action requested by Parent necessary to effect any election contemplated by this Section 1.3, including mailing to its stockholders the information statement containing the information required pursuant to by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order (the "14(F) STATEMENT"), and the Company agrees to fulfill its obligations under this Section 6.11 and shall include in make such mailing with the mailing of the Schedule 14D-9 such (provided that Parent and Sub shall have provided to the Company on a timely basis all information required to be included in the 14(f) Statement with respect to Parent's and Sub's designees). In connection with the foregoing, the Company will promptly, at the option of Parent, either increase the size of the Company's and each subsidiary's Board of Directors (and each committee thereof) and/or obtain the resignation of such number of its officers and current directors as is required under Section 14(fnecessary to enable Parent's and Sub's designees to be elected or appointed to, and to constitute a majority of, the Company's and each subsidiary's Board of Directors (and each committee thereof) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1as provided above. (c) Following the election or appointment of Parent's and Sub's designees of Merger Sub pursuant to this Section 6.11, 1.3 and prior to the Effective Time, any amendment the affirmative vote of this Agreement or a majority of the Non-Employee Directors then in office shall be required by the Company Charter to (i) amend or Company Bylaws, any termination of terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations (ii) exercise or other acts of Parent or Merger Sub or waiver of waive any of the Company's rights hereunder shall require or remedies under this Agreement, (iii) extend the concurrence time for performance of a majority Parent's and Sub's respective obligations under this Agreement or (iv) enter into any agreement with Parent, Sub or their respective Affiliates that would prevent or materially delay the consummation of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries)Merger.

Directors. (a) Promptly upon after the purchase by Merger Sub acceptance for payment of Shares shares of Company Common Stock tendered pursuant to the OfferOffer representing at least a majority of the outstanding shares of Company Common Stock on a fully diluted basis (the “Appointment Time”) and, and from time to time thereafter, Merger Sub as shares of Company Common Stock are accepted for payment by Buyer, Buyer shall be entitled to designate up to such number of directorsmembers of the Board of Directors of the Company (the “Buyer Designees”), rounded up to the next nearest whole number, on the Board as shall will give Merger Sub Buyer representation on the Board of Directors of the Company equal to the product of the total number of directors on members of the Board of Directors of the Company (after giving effect to any increase in the number of the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares shares of Company Common Stock beneficially owned by Merger Sub Parent or any Affiliate of Merger Sub Buyer at such time (including shares of Company Common Stock so accepted for payment) bears to the total number of Shares shares of Company Common Stock then outstanding. In furtherance thereof, and the Company shall, at such timeupon the request of, and as specified by, Buyer, promptly take all actions necessary to cause Merger Sub's designees to be elected as directors of the Company, including increasing either increase the size of the Board of Directors of the Company or securing secure the resignations of such number of the Company’s incumbent directors directors, or both, as is necessary to enable Buyer Designees to be so elected or appointed to the Board of Directors of the Company and the Company shall take all actions available to the Company to cause Buyer Designees to be so elected or appointed. At such timestime, if requested by Buyer, the Company shall use its best efforts also take all action necessary to cause Persons persons designated by Merger Sub Buyer to constitute at least the same percentage (rounded up to the next whole number) as Persons designated by Merger Sub shall constitute of is on the Board of (i) Directors of the Company of each committee of the Board (some of whom may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority Directors of the OCC board) and (iii) each committee of each such boardCompany, in each case only to the extent permitted by applicable law. Notwithstanding Law and the foregoing, until the time Merger Sub acquires a majority rules of the then outstanding Shares any stock exchange or trading market on a fully diluted basis, which the Company Common Stock is listed and traded. The provisions of this Section 1.3 are in addition to and shall use its best efforts not limit any rights which Buyer, Parent or any of their affiliates (as such term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) may have as a holder or beneficial owner of shares of Company Common Stock as a matter of applicable Law with respect to ensure that all the members election of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committeesdirectors or otherwise. (b) The Company shall promptly take all actions required pursuant in order to fulfill its obligations under Section 1.3(a), including mailing to its shareholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 and shall include in as part of the Schedule 14D-9 such information with respect to the Company 14D-9; provided, however, that Parent and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub Buyer shall supply to the Company and be solely responsible for in writing prior to the filing with the SEC of the Schedule 14D-9 any information with respect to either of them Parent and their nominees, officers, directors Buyer and affiliates Buyer Designees to the extent required by such Section 14(f) and Rule 14f-1. (c) Following Notwithstanding the election or appointment provisions of designees of Merger Sub pursuant to this Section 6.111.3, the parties hereto shall use their respective reasonable best efforts to ensure that at least two of the members of the Board of Directors of the Company shall, at all times following the Appointment Time and prior to the Effective Time, be directors of the Company who were directors of the Company on the date hereof (the “Continuing Directors”); provided, however, that, if there shall be in office less than two Continuing Directors for any reason, the Board of Directors of the Company shall cause the persons designated by the remaining Continuing Directors to fill such vacancies and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement, or if no Continuing Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who will not be directors, officers, employees or affiliates of Parent or Buyer and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. From and after the time, if any, that Buyer Designees constitute a majority of the Board of Directors of the Company and prior to the Effective Time, subject to the terms hereof, any amendment or modification of this Agreement or the Company Charter or Company BylawsAgreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or Buyer hereunder, any waiver of any condition to the Company’s obligations hereunder or any of the Company's ’s rights hereunder shall require and any other action of the concurrence Company hereunder which adversely affects the Company Shareholders (other than Parent or Buyer) may be effected only if (in addition to the approval of the Board of Directors of the Company as a whole) there are in office one or more Continuing Directors and such action is approved by a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are Continuing Directors then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse . Following the Appointment Time and prior to the holders of Shares (Effective Time, neither Parent nor Buyer shall take any other than Parent and its Subsidiaries)action to remove any Continuing Director.

Directors. (a) Promptly upon the purchase by Merger Sub Each share of Shares pursuant to the Offer, and from time to time thereafter, Merger Sub Participating Preferred Stock shall be entitled to designate up one vote, and holders of fractional shares shall have the right to a fractional vote. Upon election, such directors shall become additional directors of the Corporation and the authorized number of directors of the Corporation shall thereupon be automatically increased by such number of directors, rounded up . Such right of the holders of Participating Preferred Stock to the next whole number, elect directors may be exercised until all dividends in default on the Board as Participating Preferred Stock shall give Merger Sub representation on have been paid in full, and dividends for the Board equal to current dividend period declared and funds therefor set apart, and when so paid and set apart, the product right of the total holders of Participating Preferred Stock to elect such number of directors on shall cease, the Board (giving effect to the term of such directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub at such time bears to the total number of Shares then outstandingshall thereupon terminate, and the Company authorized number of directors of the Corporation shall thereupon return to the number of authorized directors otherwise in effect, but subject always to the same provisions for the vesting of such special voting rights in the case of any such future dividend default or defaults. The fact that dividends have been paid and set apart as required by the preceding sentence shall be evidenced by a certificate executed by the President and the chief financial officer of the Corporation and delivered to the Board of Directors. The directors so elected by holders of Participating Preferred Stock shall serve until the certificate described in the preceding sentence shall have been delivered to the Board of Directors or until their respective successors shall be elected or appointed and qualify. At any time when such special voting rights have been so vested in the holders of the Participating Preferred Stock, the Secretary of the Corporation may, and upon the written request of the holders of record of 10% or more of the number of shares of the Participating Preferred Stock then outstanding addressed to such Secretary at the principal office of the Corporation in the State of Illinois, shall, at such time, promptly take all actions necessary to cause Merger Sub's designees call a special meeting of the holders of the Participating Preferred Stock for the election of the directors to be elected by them as directors hereinabove provided, to be held in the case of such written request within forty (40) days after delivery of such request, and in either case to be held at the place and upon the notice provided by law and in the By-laws of the CompanyCorporation for the holding of meetings of stockholders; provided, including increasing however, that the size of the Board or securing the resignations of incumbent directors or both. At Secretary shall not be required to call such times, the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of a special meeting (i) each committee if any such request is received less than ninety (90) days before the date fixed for the next ensuing annual or special meeting of the Board (some of whom may be required to be independent as required by applicable law), stockholders or (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until if at the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basisany such request is received, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Merger Sub pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares Participating Preferred Stock are not entitled to elect such directors by reason of the occurrence of an event specified in the third sentence of subparagraph (other than Parent and its Subsidiaries)d) below.

Directors. (a) Promptly upon the purchase by Merger Sub of Shares pursuant to the Offer, and from time to time thereafter, Merger Sub 27.1 There shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to the product of the total number of directors on the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub at such time bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's designees to be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), (ii) each a board of directors Directors consisting of each domestic Subsidiary (including OCC, realizing not less than one person provided however that the Company has may by Ordinary Resolution increase or reduce the right to appoint only a majority limits in the number of Directors. 27.2 The Directors shall be divided into three classes: Class I, Class II and Class III. The number of Directors in each class shall be as nearly equal as possible. Upon the adoption of the OCC board) Articles, the existing Directors shall by resolution classify themselves as Class I, Class II or Class III Directors. The Class I Directors shall stand appointed for a term expiring at the Company’s first annual general meeting, the Class II Directors shall stand appointed for a term expiring at the Company’s second annual general meeting and (iii) the Class III Directors shall stand appointed for a term expiring at the Company’s third annual general meeting. Commencing at the Company’s first annual general meeting, and at each committee annual general meeting thereafter, Directors appointed to succeed those Directors whose terms expire shall be appointed for a term of each such boardoffice to expire at the third succeeding annual general meeting after their appointment. Except as the Statute or other Applicable Law may otherwise require, in each case only to the extent permitted by applicable law. Notwithstanding interim between annual general meetings or extraordinary general meetings called for the foregoingappointment of Directors and/or the removal of one or more Directors and the filling of any vacancy in that connection, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board additional Directors and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 and shall include any vacancies in the Schedule 14D-9 such information with respect to board of Directors, including unfilled vacancies resulting from the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and removal of Directors for cause, may be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Merger Sub pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement filled by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence vote of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are remaining Directors then in office, no although less than a quorum (as defined in the Articles), or by the sole remaining Director. All Directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed and qualified. A Director appointed to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for the remainder of the full term of the Director whose death, resignation or removal shall have created such amendment, termination, extension or waiver vacancy and until his successor shall be effected which is materially adverse to the holders of Shares (other than Parent have been appointed and its Subsidiaries)qualified.

Directors. (a) Promptly upon the purchase acceptance for payment of, and payment by Merger Sub for, any shares of Shares Company Common Stock pursuant to the Offer, and from time to time thereafter, Merger Sub shall be entitled to designate up such number of directors on the Company Board as will give Sub, subject to such compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to that equals the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that the aggregate (A) such number of Shares beneficially shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Merger Sub or any Affiliate other subsidiary of Merger Sub at such time Parent bears to (B) the total number of Shares then such shares outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's ’s designees to be so elected as or appointed to the Company Board, provided that in the event that Sub’s designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (the “Independent Directors”); and provided further that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, including increasing the size Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of the Board or securing the resignations of incumbent directors or boththis Agreement. At such timesSubject to applicable Law, the Company shall use take all action requested by Parent necessary to effect any such election or appointment, including mailing to its best efforts to cause Persons designated by Merger Sub to constitute stockholders the same percentage as Persons designated by Merger Sub shall constitute of Information Statement containing the Board of (i) each committee of the Board (some of whom may be required to be independent as information required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 thereunder, and the Company shall include in make such mailing with the mailing of the Schedule 14D-9 such (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company and shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its officers and current directors as is required under Section 14(f) and Rule 14f-1 necessary to fulfill such obligations. Parent enable Sub’s designees to be elected or Merger Sub shall supply appointed to the Company and Board as provided above. The Company shall also use its reasonable efforts to cause the Sub’s designees to be solely responsible for proportionately represented on each committee of the Company Board (other than any information with respect committee of the Company Board established to either of them and their nominees, officers, directors and affiliates required by such Section 14(ftake action under this Agreement) and Rule 14f-1each board of directors of each subsidiary of the Company designated by Sub. (cb) Following the election or appointment of Sub’s designees of Merger Sub pursuant to this Section 6.11, prior to 1.03(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment of to this Agreement or the Company Charter or Company BylawsAgreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other acts of Parent advisors in connection with the transactions contemplated hereby, any required or Merger Sub permitted consent or action by the Company Board hereunder or any waiver of any of the Company's ’s rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension Parent’s or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries)Sub’s obligations under this Agreement.

Directors. (a) Promptly upon Upon the purchase payment by Merger Sub for shares of Shares Company Common Stock pursuant to the OfferOffer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, and from time to time thereafter, Merger Sub Parent shall be entitled to designate up to such number of new directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Merger Sub representation on the Board is equal to the product of the total number of directors on the Board of Directors of the Company (determined after giving effect to the new directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares shares of Company Common Stock beneficially owned by Parent, Merger Sub or and any Affiliate of Merger Sub at such time their Affiliates bears to the total number of Shares shares of Company Common Stock then outstanding, and the Company shall, at such time, shall promptly take all actions necessary to cause Merger Sub's Parent’s designees to be elected so elected; provided, however, that prior to the Effective Time, the Board of Directors of the Company shall always have at least three members who were members of the Board of Directors of the Company as of immediately prior to the Acceptance Time and who are independent directors for purposes of the continued listing requirements of the NYSE (the “Company Directors”). If prior to the Effective Time, (i) the number of directors who are Company Directors is reduced to two (2), the remaining directors who were Company Directors shall be entitled to designate one (1) person to the Board of Directors of the Company who is not an officer, director, employee or designee of Parent, Merger Sub or any of their Affiliates and who is reasonably satisfactory to Parent, (ii) the number of directors who are Company Directors is reduced to one (1), the remaining director who was a Company Director shall be entitled to designate two (2) persons to the Board of Directors of the Company who are not officers, directors, employees or designees of Parent, Merger Sub or any of their Affiliates and who are reasonably satisfactory to Parent and (iii) there shall be no Company Directors for any reason, then the remaining individuals who constituted the Company’s Board of Directors immediately prior to the Acceptance Time shall be entitled to designate three (3) persons to the Board of Directors of the Company who are not officers, directors, employees or designees of Parent, Merger Sub or any of their Affiliates and who are reasonably satisfactory to Parent (and, in each case, the persons so designated shall be considered Company Directors for purposes of this Agreement). Upon Parent’s request, at each such time Parent is entitled to designate directors on the Board of Directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use its best efforts to will also cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law)Directors of the Company, (ii) each board the Board of directors Directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) Subsidiaries and (iii) each committee of such Board of Directors of each of the Subsidiaries to include persons designated by Parent constituting at least the same percentage of each such board, in each case only committee or Board of Directors as Parent’s designees constitute on the Board of Directors of the Company. The Company’s obligations to cause the election or appointment of Parent’s designees to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority Board of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees Directors of the Company shall remain members be subject to Section 14(f) of the Board Exchange Act and of such boards and committees. (b) Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 2.3(a), and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in order to fulfill such obligations. its obligations under this Section 2.3(a), so long as Parent or Merger Sub shall supply have provided to the Company on a timely basis the information and consents with respect to Parent and its nominees, officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. Parent will be solely responsible for any information with respect to either of them itself and their its nominees, officers, directors officers and affiliates Affiliates required by such Section 14(f) of the Exchange Act and Rule 14f-114f-1 thereunder. (b) Prior to the Acceptance Time, the Company shall obtain irrevocable resignations, conditioned upon the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, of a sufficient number of directors to implement the provisions of Section 2.3(a). The Company shall deliver to Parent true and complete copies of such resignations prior to the Acceptance Time. (c) Following Notwithstanding anything in this Agreement to the election contrary but subject to Section 9.8, following the time directors designated by Parent are elected or appointment appointed to the Board of designees Directors of Merger Sub pursuant to this Section 6.11, the Company and prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence affirmative vote of a majority of the directors Company Directors then in office shall be required to (i) amend or terminate this Agreement on behalf of the Company, (ii) exercise or waive any of the Company’s rights or remedies hereunder, (iii) agree to extend the time for performance of Parent’s or Merger Sub’s obligations hereunder, or (iv) take any other action by the Company in connection with this Agreement and the transactions contemplated hereby required to be taken by the Board of Directors of the Company then in office who neither were designated by Merger Sub nor are employees adversely affecting the rights of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares Company’s stockholders (other than Parent and its Subsidiariesor Merger Sub).

Directors. (a) Promptly upon Following the purchase Acceptance Date and the payment by Merger Sub for such number of Company Shares validly tendered and not properly withdrawn pursuant to the OfferOffer as satisfies the Minimum Condition, subject to compliance with the Company’s certificate of incorporation and from time to time thereafterbylaws and applicable Legal Requirements (including the applicable Marketplace Rules of the NASDAQ), Merger Sub Parent shall be entitled to designate up to such the number of directors, rounded up to the next whole number, on the Company Board as shall give Merger Sub representation on the Board equal to that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by and (ii) the percentage that the aggregate number of Company Shares beneficially owned by Parent and/or Merger Sub or any Affiliate of (including Company Shares accepted for payment and actually paid by Merger Sub at such time pursuant to the Offer) bears to the total number of Company Shares then outstanding, and, upon Merger Sub’s request at any time following the purchase of and payment for Company Shares pursuant to the Offer, the Company shall, at such time, promptly take all actions necessary to shall cause Merger Sub's Parent’s designees to be elected as directors of or appointed to the CompanyCompany Board, including by increasing the size number of the Board or securing the directors, and seeking and accepting resignations of incumbent directors or bothdirectors. At Following the Acceptance Date and the payment by Merger Sub for such timesnumber of Company Shares validly tendered and not properly withdrawn pursuant to the Offer as satisfies the Minimum Condition, subject to compliance with the Company’s certificate of incorporation and bylaws and applicable Legal Requirements (including the applicable Marketplace Rules of the NASDAQ), upon Merger Sub’s request, the Company shall use its best efforts to also cause Persons individuals designated by Merger Sub Parent to constitute the same percentage as Persons designated by Merger Sub shall constitute number of members, rounded up to the Board of next whole number, on (iA) each committee of the Company Board and (some of whom may be required to be independent as required by applicable law), (iiB) each board of directors of each domestic Subsidiary (including OCC, realizing that of the Company has the right to appoint only a majority of the OCC board) (and (iii) each committee of each thereof) that represents the same percentage as such board, in each case only to individuals represent on the extent permitted by applicable lawCompany Board. Notwithstanding the foregoing, until the time Parent and/or Merger Sub acquires a majority of the then outstanding Company Shares on a fully fully-diluted basis, the Company shall use its best commercially reasonable efforts to ensure that all of the members of the Board and each committee of the Company Board and such committees and boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Company Board and of such committees and boards and committeesuntil the Effective Time. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 thereunder. The Company shall promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors directors, as is required under Section 14(f) and Rule 14f-1 require in order to fulfill such obligationsits obligations under this Section 1.03. Parent or Merger Sub shall supply to the Company in writing and be solely responsible for any information with respect to either of them itself and their its nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Parent’s designees of Merger Sub pursuant to this Section 6.11, prior to 1.03(a) and until the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence approval of a majority of the directors of the Company then in office who neither were not designated by Merger Sub nor are employees Parent (the “Independent Directors”) shall be required to authorize (and such authorization shall constitute the authorization of the Company or if Board and no such directors are then in officeother action on the part of the Company, no such amendmentincluding any action by any other director of the Company, termination, extension or waiver shall be effected which is materially adverse required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub and any waiver of any right, benefit or remedy of the Company, (i) amendment of any the Company’s certificate of incorporation and bylaws if such action would adversely affect or would reasonably be expected to adversely affect the holders of Company Shares (other than Parent and its Subsidiariesor Merger Sub), or (ii) any other action of the Company Board under or in connection with this Agreement if such action would adversely affect, or would reasonably be expected to adversely affect, the holders of Company Shares (other than Parent or Merger Sub).

Directors. (a) Promptly upon the purchase acceptance for payment of, and payment for, Shares constituting a majority of the then outstanding Shares by Purchaser or Merger Sub of Shares Sub, as applicable, pursuant to the Offer, and Purchaser from time to time thereafter, Merger Sub shall be entitled to designate up to such number of directors, directors (rounded up to the next whole number, ) on the Board of Directors of the Company as shall will give Purchaser or Merger Sub representation on Sub, as applicable, subject to compliance with Section 14(f) of the Board equal to the product Exchange Act, that percentage of the total number of directors on the Board of Directors of the Company (giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by equal to the percentage that the aggregate number of then outstanding Shares beneficially owned by Purchaser or Merger Sub or any Affiliate (provided that such percentage of Merger Sub at such time bears to the total number of Shares then outstandingdirectors shall not be less than a majority of the Board of Directors of the Company), and the Company shall, at such time, promptly take all actions necessary to cause Purchaser's or Merger Sub's designees designees, as applicable, to be so elected as directors by its existing Board of Directors; provided, however, that in the event that such -------- ------- designees are elected to the Board of Directors of the Company, including increasing until the size of the Board or securing the resignations of incumbent directors or both. At Effective Time such times, the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), (ii) each board of Directors shall have at least two directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares who are directors on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof of this Agreement and who are not employees neither officers of the Company nor affiliates of Purchaser or Merger Sub (the "Independent Directors"); and provided further that if the number of Independent Directors shall remain members be reduced below two for any reasons whatsoever, the remaining Independent Director shall designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who shall not be officers or affiliates of the Board Company or officers or affiliates of Purchaser or any of its Subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of such boards and committeesthis Agreement. (b) The Subject to applicable law, the Company shall promptly take all actions requested by Purchaser necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required pursuant to by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order by the SEC, and the Company agrees to fulfill its obligations under this Section 6.11 and shall include in make such mailing with the mailing of the Schedule 14D-9 such information (as defined below). In connection with respect to the foregoing, the Company and will promptly, at the option of Purchaser, either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its officers and current directors as is required under Section 14(fnecessary to enable Purchaser's or Merger Sub's designees, as applicable, to be elected or appointed to, and to constitute (rounded up to the next whole number) and Rule 14f-1 that percentage of the total number of directors on the Board of Directors of the Company (giving effect to fulfill such obligations. Parent the election of any additional directors pursuant to this Section) equal to the percentage of then outstanding Shares owned by Purchaser or Merger Sub (provided that such percentage of the total number of directors shall supply to not be less than a majority of the Company and be solely responsible for any information with respect to either Board of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1Directors of the Company). (c) Following the election of Purchaser's or appointment of designees of Merger Sub Sub's designees, as applicable, pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries)Independent Directors.

Directors. (a) Promptly upon the purchase by Merger Sub The Board of Shares pursuant to the Offer, and from time to time thereafter, Merger Sub Directors shall be entitled to designate up to such number of directorsdivided into three classes: Class A, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to the product of the total Class B and Class C. The number of directors on in each class shall be as nearly equal as possible. At the Board (giving effect to first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected pursuant to this sentence) multiplied by for a term expiring at the percentage that the aggregate number second Annual Meeting of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub at such time bears to the total number of Shares then outstanding, Stockholders and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's designees to directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders and at each Annual Meeting of Stockholders thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election. Except as the General Corporation Law of Deaware may otherwise require, in the interim between Annual Meetings of Stockholders or special meetings of stockholders called for the election of directors and/or the removal of one or more directors and the Companyfilling of any vacancy in that connection, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of newly created directorships and any vacancies in the Board of (i) each committee Directors, including unfilled vacancies resulting from the removal of the Board (some of whom directors for cause, may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Merger Sub pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement filled by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence vote of a majority of the remaining directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no although less than a quorum (as defined in the by-laws of the Corporation), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such amendment, termination, extension or waiver vacancy and until his successor shall be effected which is materially adverse have been elected and qualified. Unless and except to the holders extent that the Bylaws of Shares (other than Parent and its Subsidiaries)the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

Directors. (a) Promptly upon the purchase acceptance for payment of, --------- and payment for, such number of shares of Common Stock by Merger Sub of Shares pursuant to the OfferOffer as satisfies the Minimum Condition (the "Majority Acquisition"), and -------------------- from time to time thereafter, Merger Sub shall be entitled to designate up to such number of directorsdirectors on the Board of Directors of the Company, rounded up to the next greatest whole number, on subject to compliance with Section 14(f) of the Exchange Act, as shall represent a percentage of the Board as shall give Merger Sub representation on the Board of Directors equal to the product percentage of the total number outstanding shares of directors on the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially Common Stock owned by Merger Sub; provided that, from the Majority Acquisition until the Effective Time, at least -------- two persons who are directors of the Company on the date hereof shall be directors of the Company (the "Continuing Directors"); and provided further -------------------- --- -------- ------- that, if the number of Continuing Directors shall be reduced below two for any reason whatsoever, any remaining Continuing Directors shall be entitled to designate a person to fill such vacancy as a Continuing Director for purposes of this Agreement or, if no Continuing Directors then remain, the other directors shall designate two persons to fill such vacancies who shall not be officers, directors, stockholders or affiliates of Parent, Merger Sub or any Affiliate of Merger Sub at such time bears to the total number of Shares then outstandingCompany, and the such persons shall be deemed to be Continuing Directors for purposes of this Agreement. The Company and its Board of Directors shall, at such time, promptly take all actions necessary such action needed to cause Merger Sub's designees to be elected as directors of appointed to the Company, including increasing the size 's Board of the Board or securing the resignations of incumbent directors or bothDirectors. At such timesSubject to applicable law, the Company shall use take all action requested by Parent necessary to effect any such election, including mailing to its best efforts to cause Persons designated by Merger Sub to constitute stockholders the same percentage as Persons designated by Merger Sub shall constitute of Information Statement containing the Board of (i) each committee of the Board (some of whom may be required to be independent as information required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order not later than ten days prior to fulfill its obligations under this Section 6.11 the scheduled expiration date of the Offer, and shall include in the Company agrees to make such mailing with the mailing of the Schedule 14D-9 such (provided that Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Sub's designees). At such times, the Company and its officers and directors as is required under Section 14(fwill also cause (i) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Merger Sub pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company each committee of the time for Board of Directors, (ii) if requested by Merger Sub, the performance board of any directors of the obligations or other acts of Parent or Merger Sub or waiver of any each of the Company's rights hereunder shall require the concurrence subsidiaries and (iii) if requested by Merger Sub, each committee of a majority of the directors of the Company then in office who neither were such board to include persons designated by Merger Sub nor constituting the same percentage of each such committee or board as Merger Sub's designees are employees of the Board. The Company shall, upon request by Merger Sub, promptly increase the size of the Board or if no exercise its best efforts to secure the resignations of such number of directors are then in office, no such amendment, termination, extension or waiver shall as is necessary to enable Merger Sub designees to be effected which is materially adverse elected to the holders of Shares (other than Parent Board and its Subsidiaries)shall cause Merger Sub's designees to be so elected.

Directors. (a) Promptly Effective upon the purchase by Merger Sub acceptance for payment of any Shares pursuant to the Offer, and from time to time thereafter, Merger Sub Parent shall be entitled to designate up to such the number of directors, rounded up to the next whole number, on the Company's Board as shall give Merger Sub representation on the Board equal to of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by and (ii) the percentage that the aggregate number of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub at such time Parent and/or Acquisition (including Shares accepted for payment) bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly shall take all actions action necessary to cause Merger SubParent's designees to be elected as directors of or appointed to the Company's Board of Directors, including increasing the size number of the Board or securing the directors, and seeking and accepting resignations of incumbent directors or bothdirectors. At such timestime, to the extent requested by Parent, the Company shall will also use its best efforts to cause Persons individuals designated by Merger Sub Parent to constitute the same percentage as Persons designated by Merger Sub shall constitute number of members, rounded up to the Board of next whole number, on (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), and (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that of the Company has (and each committee thereof) that represents the right to appoint only a majority same percentage as such individuals represent on the Board of Directors of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable lawCompany. Notwithstanding the foregoing, until the time Merger Sub acquires a majority provisions of the then outstanding Shares on a fully diluted basisthis Section 1.3, the Company parties hereto shall use its their respective best efforts to ensure that all at least two of the members of the Company's Board and each committee of Directors shall, at all times prior to the Effective Time, be directors of the Board and such boards and committees Company who were directors of the domestic Subsidiaries as of Company on the date hereof (the "Continuing Directors"); provided that if there shall be in office fewer than two Continuing Directors for any reason, the Company's Board of Directors shall cause a person designated by the remaining Continuing Director to fill such vacancy who are not employees shall be deemed to be a Continuing Director for all purposes of this Agreement, or if no Continuing Directors then remain, the other directors of the Company then in office shall remain members designate two persons to fill such vacancies who will not be officers or employees or affiliates of the Board Company, Parent or Acquisition or any of their respective Subsidiaries and such persons shall be deemed to be Continuing Directors for all purposes of such boards and committeesthis Agreement. (b) The Company Company's obligations to appoint Parent's designees to the Company's Board of Directors shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 thereunder. The Company shall promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors directors, as is required under Section 14(f) and Rule 14f-1 require in order to fulfill such obligationsits obligations under this Section, so long as Parent shall have provided to the Company on a timely basis the information referred to in the following sentence. Parent or Merger Sub shall supply to the Company in writing and be solely responsible for any information with respect to either of them itself and their its nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Parent's designees of Merger Sub pursuant to this Section 6.11, prior to 1.3(a) and until the Effective Time, the approval of a majority of the Continuing Directors shall be required to authorize (and such authorization shall constitute the authorization of the Company's Board of Directors and no other action on the part of the Company, including any amendment action by any other director of this Agreement or the Company Charter or Company BylawsCompany, shall be required to authorize) any termination of this Agreement by the Company, any extension amendment of this Agreement requiring action by the Company Company's Board of the Directors, any extension of time for the performance of any of the obligations obligation or other acts of action hereunder by Parent or Merger Sub or Acquisition, any waiver of compliance with any of the Company's rights hereunder shall require agreements or conditions contained herein for the concurrence of a majority benefit of the directors Company, any consent or action by the Board of Directors of the Company then in office who neither were designated by Merger Sub nor are employees hereunder and any other action of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected hereunder which is materially adverse to adversely affects the holders of Shares (other than Parent and its Subsidiariesor Acquisition).

Directors. (a) Promptly upon the purchase by Merger Sub of Shares Purchaser pursuant to the OfferOffer of such number of Shares as represents at least a majority of the then-outstanding Shares, and from time to time thereafter, Merger Sub Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board as shall will give Merger Sub Purchaser representation on the Company Board equal to the product of (x) the total number of directors on the Company Board (after giving effect to any increase in the number of directors elected pursuant to this sentenceSection 2.4) multiplied by and (y) the percentage that the aggregate such number of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub at such time so purchased bears to the total number of Shares then outstanding, and the Company shall, at such timeupon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Purchaser’s designees to be so elected or appointed. The Company shall also use its reasonable best efforts to cause individuals designated by Purchaser to constitute the same percentage of each committee of the Company Board as the percentage of the entire Company Board represented by individuals designated by Purchaser. The Company’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act. The Company shall take all actions necessary to cause Merger Sub's designees to be elected as directors effect any such election or appointment of the CompanyPurchaser’s designees, including increasing mailing to its stockholders the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee of the Board (some of whom may be required to be independent as information required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunder in order to fulfill its obligations under this Section 6.11 and which, unless Purchaser otherwise elects, shall include in be so mailed together with the Schedule 14D-9 such 14D-9. Parent and Purchaser will supply to the Company all information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them themselves and their nominees, respective officers, directors and affiliates Affiliates required by such Section 14(f) of the Exchange Act and Rule 14f-114f-l promulgated thereunder. (cb) Following the election or appointment of Purchaser’s designees of Merger Sub pursuant to this Section 6.11, 2.4(a) and prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement requiring action by the CompanyCompany Board, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or Purchaser under this Agreement, any waiver of compliance with any of the agreements or conditions under this Agreement that are for the benefit of the Company's , any exercise of the Company’s rights hereunder shall or remedies under this Agreement, any action to seek to enforce any obligation of Parent or Purchaser under this Agreement (or any other action by the Company Board with respect to this Agreement or the Merger if such other action adversely affects, or could reasonably be expected to adversely affect, any of the holders of Shares other than Parent or Purchaser) may only be authorized by, and will require the concurrence of authorization of, a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees directors of the Company on the date hereof or their successors as appointed by such continuing directors (the “Continuing Directors”); provided, however, that if there shall be no Continuing Directors as a result of such individuals’ deaths, disabilities, resignations or refusals to serve, then such actions may be effected by majority vote of the Independent Directors, or, if no such directors Independent Directors are then in office, no by a majority vote of the Company Board. (c) In the event that Parent’s designees are elected or appointed to the Company Board pursuant to Section 2.4(a), until the Effective Time, (i) the Company Board shall have at least such amendment, termination, extension number of directors as may be required by the Nasdaq rules or waiver the federal securities Laws who are considered independent directors within the meaning of such rules and Laws (“Independent Directors”) and (ii) each committee of the Company Board that is required (or a majority of which is required) by the Nasdaq rules or the federal securities Laws to be composed solely of Independent Directors shall be effected which is materially adverse so composed; provided, however, that in such event, if the number of Independent Directors shall be reduced below the number of directors as may be required by such rules or Laws for any reason whatsoever, the remaining Independent Director(s) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no other Independent Director then remains, the holders other directors shall designate such number of Shares (other than directors as may be required by the Nasdaq rules and the federal securities Laws, to fill such vacancies who shall not be stockholders or Affiliates of Parent or Purchaser, and its Subsidiaries)such Persons shall be deemed to be Independent Directors for purposes of this Agreement.

Directors. (a) Promptly upon the purchase by Merger Sub acquisition of a majority of the outstanding Common Shares pursuant to the Offer, and from time to time thereafteror otherwise, Merger Sub so long as Parent owns a majority of the outstanding Common Shares Parent shall be entitled upon written request to the Company, subject to applicable law, to designate up to such number of directors, rounded up down to the next nearest whole number, on to the Board of Directors of the Company as shall will give Merger Sub Parent (or its affiliates) representation on the such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Company's Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate sum of the number of Common Shares beneficially so owned by Merger Sub or any Affiliate of Merger Sub at such time Parent and Subsidiary bears to the total number of such Common Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's designees to be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute designees of the Board of (i) each committee of the Board (some of whom may be required Parent to be independent as required by applicable law)so elected, (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, subject in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant cases to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 and shall include in the Schedule 14D-9 such information with respect to Act, it being understood that the Company and its officers and directors as is required under shall have no obligation to comply with Section 14(f) and Rule 14f-1 until after the Offer is completed. These efforts shall, if necessary, include efforts to fulfill such obligations. Parent or Merger Sub shall supply obtain any amendments to the by-laws of the Company and be solely responsible for any information with respect to either regarding the number of them and their nomineesdirectors, officersor securing the resignation of directors, or both. The date, if any, on which a majority of the Board of Directors consist of directors and affiliates required designated by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Merger Sub Parent pursuant to this Section 6.116.12 shall be hereinafter referred to as the "New Board Date." In the event that Parent's designees are elected to the Company's Board of Directors, until the Effective Time, the Company's Board of Directors shall have at least three directors who are directors on the date hereof (the "Independent Directors"), provided that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Director then remains, the other directors shall designate three persons to fill such vacancies who shall not be stockholders, affiliates or associates of Parent or Subsidiary and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Parent's designees are elected to the Company's Board of Directors, after the acceptance for payment of Common Shares pursuant to the Offer and prior to the Effective Time, any amendment the affirmative vote of this Agreement a majority of the Independent Directors shall be required to (a) amend or the Company Charter or Company Bylaws, any termination of terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations (b) exercise or other acts of Parent or Merger Sub or waiver of waive any of the Company's rights hereunder shall require rights, benefits or remedies hereunder, or (c) extend the concurrence time for performance of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent Parent's and its Subsidiaries)Subsidiary's respective obligations hereunder.

Directors. (a) Promptly upon the purchase acceptance for payment of, and payment by Parent or Merger Sub of for, any Shares pursuant to the Offer, and from time to time thereafter, Parent or Merger Sub shall be entitled to designate up such number of members of the Board of Directors of the Company as will give Merger Sub, subject to such compliance with Section 14(f) of the Exchange Act, representation equal to at least that number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to which is the product of (i) the total number of directors on the Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that the aggregate (A) such number of Shares beneficially so accepted for payment and paid for pursuant to the Offer plus the number of Shares otherwise owned by Parent, Merger Sub or any Affiliate other subsidiary of Merger Sub at such time Parent bears to (B) the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's such designees to be so elected; provided, however, that in the event that such designees are appointed or elected as directors to the Board of Directors of the Company, including increasing until the size Effective Time such Board of Directors shall have at least three directors who are directors on the Board date of this Agreement and who will be independent for purposes of Rule 10A-3 under the Exchange Act (the “Independent Directors”); and provided further that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, any remaining Independent Directors (or securing Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the resignations other directors shall designate three persons to fill such vacancies who will be independent for purposes of incumbent directors or bothRule 10A-3 under the Exchange Act, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. At such timesSubject to applicable Law, the Company shall use take all action requested by Parent necessary to effect any such election, including mailing to its best efforts to cause Persons designated by Merger Sub to constitute shareholders the same percentage as Persons designated by Merger Sub shall constitute of Information Statement containing the Board of (i) each committee of the Board (some of whom may be required to be independent as information required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 thereunder, and the Company shall include in make such mailing with the mailing of the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. (provided that Parent or Merger Sub shall supply have provided to the Company and on a timely basis all information required to be solely responsible for any information included in the Information Statement with respect to such designees). In connection with the foregoing, the Company shall promptly, at the option of Parent, either increase the size of them and their nominees, officers, the Company Board or obtain the resignation of such number of its current directors and affiliates required by as is necessary to enable such Section 14(f) and Rule 14f-1designees to be elected or appointed to the Board of Directors of the Company as provided above. (cb) Following the election or appointment of Parent’s or Merger Sub’s designees of Merger Sub pursuant to this Section 6.11, 6.10(a) and prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement approved by the Company, any extension by the Company of the time for the performance of any or waiver of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's ’s rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries)Independent Directors.

Directors. (a) Promptly upon The number of Directors of the purchase by Merger Sub of Shares Company shall not be changed except pursuant to an amendment to the OfferRestated M&A. For so long as there is any Series A Preferred Share outstanding, and from time subject to time thereafterany agreement among the holders of the Series A Preferred Shares, Merger Sub the holders of the Series A Preferred Shares voting as a class shall be entitled to designate up to such number two (2) Directors (collectively the “Series A Directors”), one of directors, rounded up to the next whole number, on the Board whom shall be a person designated by JAFCO so long as shall give Merger Sub representation on the Board equal to the product JAFCO holds at least fifteen percent (15%) of the total number Series A Preferred Shares (or Shares resulting from the conversion thereof or exchange therefor) it held as of directors on the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub at such time bears to the total number of Shares then outstandingdate hereof, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's designees to other (the “Second Series A Director”) shall be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use its best efforts to cause Persons a person designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee of the Board by Intel (some of whom may be required to be independent as required by applicable lawCayman), so long as Intel (iiCayman) each board of directors of each domestic Subsidiary holds at least thirty-three percent (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board33%) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Series A Preferred Shares on and it exercises its right to designate a fully diluted basisDirector, or (ii) by the holders of the Series A Preferred Shares in the event that Intel (Cayman) does not or cannot exercise its right to designate a Director. If Intel (Cayman) initially does not exercise its right to designate a Director and then subsequently exercises such right, the Company shall use its best efforts to ensure that all the members office of the Board and each committee Director originally designated by the holders of the Board Series A Preferred Shares shall be vacated to create a vacancy for Intel (Cayman). The Company and such boards and committees of the domestic Subsidiaries Shareholders acknowledge that as of the date hereof of this Agreement, the seat of the Second Series A Director is vacant and shall remain vacant until either Intel (Cayman) or the holders of the Series A Preferred Shares has exercised the right to designate or appoint the Second Series A Director. For so long as there is any Series B Preferred Share outstanding, the holders of the Series B Preferred Shares voting as a class shall be entitled to designate two (2) Directors (collectively the “Series B Directors”), one of whom shall be a person designated by Qiming and the other shall be a person designated by SIG. For so long as there is any Series C Preferred Share outstanding, the holders of the Series C Preferred Shares voting as a class shall be entitled to designate one (1) Director (the “Series C Director”), who are not employees shall be a person designated by IGC Asia. The holders of the Ordinary Shares (other than Ordinary Shares issued upon the conversion of Preferred Shares) voting as a class shall be entitled to elect by a majority vote two (2) Directors (the “Ordinary Share Directors”). The Company and the Shareholders acknowledge that as of the date of this Agreement, the seat of one of the Ordinary Share Directors is vacant and the holders of Ordinary Shares shall have the right to elect one Ordinary Share Director to fill such seat at any time after the date of this Agreement. The eighth (8th) Director shall be the then current Chief Executive Officer of the Company (the “CEO”) and such Director shall remain members be referred to herein as the “CEO Director.” The nineth (9th) Director shall be an independent director appointed or removed by a vote of the Board and of such boards and committees. at least six (b6) The Company shall promptly take all actions required Directors pursuant to Section 14(f) 8.5 (the “Independent Director”). Each Shareholder shall vote all of the Exchange Act and Rule 14f-1 promulgated thereunder its shares from time to time in order such manner as shall be necessary to fulfill its obligations under this Section 6.11 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Merger Sub ensure that no director designated pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement 8.1 may be removed from office unless (A) such removal is directed or the Company Charter or Company Bylaws, any termination of this Agreement approved by the CompanyShareholder(s) which originally designated or appoint such Director, any extension or (B) the persons or entities originally entitled to designate or appoint such Director pursuant to this Section 8.1 are no longer so entitled to designate or appoint such Director. Any vacancy on the Board occurring because of the death, resignation or removal of a Director shall be filled by the Company vote or written consent of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no same Shareholder(s) which nominated and elected such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries)Director.

Directors. (a) Promptly upon the purchase by Merger Sub of Shares first acceptance for payment pursuant to the OfferOffer of Shares that represent at least a majority of the issued and outstanding Shares, and from time the transfer of funds to time thereaftera paying agent to cover the Closing Amount with respect to such Shares, Merger Sub Parent shall be entitled to designate up such number of directors on the Company Board of Directors as will give Parent, subject to such compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to which is the product of (x) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage that the aggregate (I) such number of Shares beneficially owned so accepted for payment by Merger Sub or any Affiliate of Merger Sub at such time bears and with respect to which funds were transferred to a paying agent to cover the total Closing Amount plus the number of Shares then otherwise owned by Parent, Sub, or any other subsidiary of Parent bears to (II) the number of such Shares outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's Parent’s designees to be so elected; provided, however, that in the event that Parent’s designees are appointed or elected as to the Company Board of Directors, until the Effective Time, the Company Board of Directors shall have at least three (3) directors who are directors on the date of this Agreement and who are not officers of the CompanyCompany and are independent directors for purposes of The Nasdaq Stock Market listing requirements (the “Independent Directors”); and provided, including increasing further, that, in such event, if the size number of Independent Directors shall be reduced below three (3) for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers or affiliates of the Board Company and are independent directors for purposes of The Nasdaq Stock Market listing requirements, Parent or securing the resignations Sub, and such persons shall be deemed to be Independent Directors for purposes of incumbent directors or boththis Agreement. At such timestime, the Company shall use its best efforts to shall, upon Parent’s request, also cause Persons persons elected or designated by Merger Sub Parent to constitute the same percentage (rounded up to the next whole number) as Persons designated by Merger Sub shall constitute is on the Company Board of the Board Directors of (i) each committee of the Company Board (some of whom may be required to be independent as required by applicable law)Directors, (ii) each board of directors (or similar body) of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) Company’s Subsidiaries, and (iii) each committee (or similar body) of each such board, in each case only to the extent permitted required by applicable lawLaw or the rules of any stock exchange on which the Shares are listed. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basisSubject to applicable Law, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required pursuant to by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 thereunder, and the Company shall include in make such mailing with the mailing of the Schedule 14D-9 such (provided that Parent and Sub shall have provided to the Company on a timely basis, and shall be solely responsible for, all information required to be included in the Information Statement with respect to Parent’s and Sub’s designees). In connection with the foregoing, the Company and shall promptly, at the option of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its officers and directors current directors, or both, as is required under Section 14(f) and Rule 14f-1 necessary to fulfill such obligations. Parent enable Sub’s designees to be elected or Merger Sub shall supply appointed to the Company and be solely responsible for any information with respect to either Board of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1Directors as provided above. (cb) Following Notwithstanding anything in this Agreement to the election or appointment contrary, if Parent’s designees constitute a majority of designees the Company Board of Merger Sub pursuant to this Section 6.11, Directors after the Acceptance Time and prior to the Effective Time, any amendment then the affirmative vote of this Agreement a majority of the Independent Directors (or if only one (1) exists, then the Company Charter vote of such Independent Director) shall be required to (i) amend or Company Bylaws, any termination of terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations (ii) exercise or other acts of Parent or Merger Sub or waiver of waive any of the Company's rights hereunder shall require ’s rights, benefits or remedies hereunder, if such action would materially and adversely affect holders of Shares other than Parent or Sub, (iii) amend the concurrence certificate of a majority incorporation or bylaws of the directors Company, or (iv) take any other action of the Company Board of Directors under or in connection with this Agreement or the transactions contemplated hereby; provided, however, that if there shall be no Independent Directors as a result of such persons’ deaths, disabilities or refusal to serve, then in office who neither were designated such actions may be effected by Merger Sub nor are employees majority vote of the entire Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders Board of Shares (other than Parent and its Subsidiaries)Directors.

Directors. (a) Promptly upon The Company agrees it shall cause the purchase by Merger Sub of Shares pursuant 2006 Annual Meeting to the Offeroccur no later than July 6, and from time to time thereafter, Merger Sub 2006. The Company shall be entitled to designate up to such number of directors, rounded up to the next whole number, on cause the Board as shall give Merger Sub representation on and all applicable committees of the Board equal to the product nominate each of the total number of directors on Knightspoint Nominees, the ▇▇▇▇▇▇▇▇▇▇ Nominees and the Independent Nominees for election to the Board (giving effect collectively, the “Company Nominees”) at the 2006 Annual Meeting and to solicit votes for each of these nominees’ election in the directors elected pursuant same manner as votes are solicited for each of the ▇▇▇▇▇▇▇▇▇▇ Nominees. The Company shall cause the Board to this sentence) multiplied by the percentage recommend that the aggregate number Company’s stockholders vote for the Company Nominees as Directors of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub the Company at such time bears to the total number of Shares then outstanding, 2006 Annual Meeting and the Company shall, shall include this recommendation in its proxy materials for the 2006 Annual Meeting. The Company shall cause the proxy used for the 2006 Annual Meeting to solicit authority to vote for the Company Nominees at such time, promptly the 2006 Annual Meeting. The Company shall use commercially reasonable efforts to solicit proxies in favor of the election of the Company Nominees at the 2006 Annual Meeting. The Company shall cause the Board to take all actions necessary to cause Merger Sub's designees to be elected action so that effective as directors of the Company, including increasing election of Directors at the 2006 Annual Meeting the size of the Board shall be fixed at nine members. If any Independent Nominee cannot serve as a Director on the date of the 2006 Annual Meeting but can serve at a later date prior to the Company’s 2007 Annual Meeting of Stockholders (the “2007 Annual Meeting”), the Knightspoint Entities and the Company agree (i) to appoint such Independent Nominee to the Board at the time such person is able to serve following the 2006 Annual Meeting and (ii) to hold open the Director seat created pursuant to the preceding sentence for the purpose of appointing such Independent Nominee. If any Knightspoint Nominee is unable or securing elects not to continue to serve as a Director once elected after the resignations 2006 Annual Meeting, then the Knightspoint Entities shall be entitled to select a replacement Director, and each of incumbent directors the Knightspoint Entities and the ▇▇▇▇▇▇▇▇▇▇ Entities shall cause its respective Directors to elect such replacement Director. If any ▇▇▇▇▇▇▇▇▇▇ Nominee is unable or bothelects not to continue to serve as a Director once elected at the 2006 Annual Meeting, then the ▇▇▇▇▇▇▇▇▇▇ Entities shall be entitled to select a replacement Director, and each of the Knightspoint Entities and the ▇▇▇▇▇▇▇▇▇▇ Entities shall cause its Directors to elect such replacement Director. At such timesIf any Independent Director is unable or elects not to continue to serve as a Director once elected at the 2006 Annual Meeting, then the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute select a replacement Director, and each of the Knightspoint Entities and the ▇▇▇▇▇▇▇▇▇▇ Entities shall cause its Directors to elect such replacement Director. The Company and the Board of shall not submit any matters to a stockholder vote at the 2006 Annual Meeting other than: (i) each committee the election of the Board (some of whom may be required Company Nominees to be independent as required by applicable law)the Board, and (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority ratification of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority appointment of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committeesCompany’s outside auditor. (b) The Board or a nominating committee of the Board consisting of one Independent Nominee, one Knightspoint Nominee and one ▇▇▇▇▇▇▇▇▇▇ Nominee (the “Nominating Committee”) shall nominate for election to the Board at the 2007 Annual Meeting a slate of individuals selected by it in its sole discretion. (c) Notwithstanding any provision to the contrary contained in this Agreement, the Company shall promptly take all actions not be required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill nominate any Knightspoint Nominees or otherwise perform its obligations under this Section 6.11 and shall include in the Schedule 14D-9 such information 3.1 with respect to the Knightspoint Nominees unless at all times after the date hereof and prior to the 2006 Annual Meeting the Knightspoint Entities satisfy the Minimum Condition. (d) If, at any time after the Knightspoint Nominees are elected to the Board but prior to the expiration of the Standstill Period applicable to the Knightspoint Entities, the Knightspoint Entities shall fail to satisfy the Minimum Three-Seat Threshold but shall satisfy the Minimum Two-Seat Threshold, the Knightspoint Entities shall cause one Knightspoint Nominee selected by the Knightspoint Entities to resign immediately by executing and delivering an irrevocable resignation as a member of the Board. (e) If, at any time after the Knightspoint Nominees are elected to the Board but prior to the expiration of the Standstill Period applicable to the Knightspoint Entities, the Knightspoint Entities shall fail to satisfy the Minimum Three-Seat Threshold and the Minimum Two-Seat Threshold but shall satisfy the Minimum One-Seat Threshold, the Knightspoint Entities shall select one Knightspoint Nominee to remain on the Board and shall cause all other Knightspoint Nominees on the Board to resign immediately by executing and delivering irrevocable resignations as members of the Board. (f) If, at any time after the Knightspoint Nominees are elected to the Board but prior to the expiration of the Standstill Period applicable to the Knightspoint Entities, the Knightspoint Entities shall fail to satisfy the Minimum Three-Seat Threshold, the Minimum Two-Seat Threshold and the Minimum One-Seat Threshold, the Knightspoint Entities shall cause all Knightspoint Nominees on the Board to resign immediately by executing and delivering irrevocable resignations as members of the Board. (g) Prior to the 2006 Annual Meeting, the Knightspoint Entities shall notify the Company promptly (and its officers in any event within one business day) if, at any time, the Knightspoint Entities shall fail to satisfy the Minimum Condition. (h) After the 2006 Annual Meeting but prior to the expiration of the Standstill Period applicable to the Knightspoint Entities, the Knightspoint Entities shall notify the Company promptly (and directors as is required under Section 14(fin any event within three business days) and Rule 14f-1 if, at any time, the Knightspoint Entities shall fail to fulfill such obligations. Parent satisfy the Minimum Three-Seat Threshold, the Minimum Two-Seat Threshold or Merger Sub the Minimum One-Seat Threshold. (i) At any time prior to the expiration of the Standstill Period applicable to the Knightspoint Entities, at the request of the Company, the Knightspoint Entities shall supply certify to the Company and be solely responsible for any information with respect to either in writing the number of them and their nominees, officers, directors and affiliates required shares of Common Stock beneficially owned by such Section 14(f) and Rule 14f-1them. (cj) Following the election or appointment The provisions of designees of Merger Sub pursuant to this Section 6.113.1(c), prior to the Effective Time(d), any amendment (e) and (f) of this Agreement shall not in any way affect or limit the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company covenants and agreements of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Company then Knightspoint Entities set forth elsewhere in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries)this Agreement.

Directors. (a) Promptly Subject to compliance with applicable law, promptly upon the purchase payment by Merger Sub of Purchaser for the Shares pursuant to the Offer, and from time to time thereafter, Merger Sub Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board as shall give Merger Sub representation on the Board is equal to the product of the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Merger Sub Parent or any Affiliate of Merger Sub at such time its affiliates bears to the total number of Shares then outstanding, and the . The Company shall, at such timeupon request of Parent, promptly take all actions necessary to cause Merger SubParent's designees to be elected as directors of the Companyso elected, including including, if necessary, increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoingCompany's Certificate of Incorporation and By-laws) and/or seeking the resignations of one or more existing directors, until provided, however, that prior to the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basisEffective Time (as defined in Section Section 2.2), the Company Board shall use its best efforts to ensure that at all the times have at least two members who are members of the Company Board on the date of this Agreement and each committee are neither officers of the Board Company or any of its subsidiaries, or officers or directors of Purchaser or any of its affiliates ("Independent Directors"). If the number of Independent Directors is reduced below two prior to the Effective Time, the remaining Independent Director shall be entitled to designate a person to fill such vacancy who shall not be an officer or affiliate of the Company or any of its subsidiaries or an officer, director, or affiliate of Parent or any of its subsidiaries, and such boards and committees person shall be deemed an Independent Director for all purposes of this Agreement. If no Independent Directors then remain, the other directors of the domestic Subsidiaries as of Company on the date hereof shall designate two persons to fill such vacancies who are shall not employees be officers or affiliates of the Company or any of its subsidiaries, or officers, directors or affiliates of Parent or any of its subsidiaries, and such persons shall remain members be deemed to be Independent Directors for all purposes of the Board and of such boards and committeesthis Agreement. (b) The Company's obligations to appoint Parent's designees to the Company Board shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder thereunder. The Company shall, at its expense, promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 6.11 Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule 14f-1 in order to fulfill such obligationsits obligations under this Section Section 1.3. Parent or Merger Sub shall will supply to the Company and be solely responsible for any information with respect to either of them itself, and their nominees, its officers, directors and affiliates required by such Section 14(f) and Rule 14f-1to the Company. (c) Following the election or appointment of Parent's designees of Merger Sub pursuant to this Section 6.11, Section 1.3 and prior to the Effective TimeTime (as defined in Section Section 2.2), any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub Purchaser or any waiver of any of the Company's rights hereunder hereunder, shall require the concurrence of a majority of the directors Independent Directors (or in the case where there is only one Independent Director, the concurrence of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its SubsidiariesIndependent Director).

Directors. (a) Promptly upon Sub having acquired a majority of the purchase by Merger Sub combined voting power of the Shares pursuant to the Offerand Class B Shares, and from time to time thereafter, Merger Sub shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to the product of the total number of directors on the Board (giving effect of Directors of the Company as will give Sub, subject to compliance with Section 14(f) of the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number Exchange Act, a majority of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub at such time bears to the total number of Shares then outstandingdirectors, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's designees to be so elected as directors by its existing Board of Directors; provided, however, that in the event that Sub's designees are elected to the Board of Directors of the Company, including increasing until the size Effective Time such Board of Directors shall have at least three directors who are directors on the date of this Agreement and who are not officers of the Board Company (the "Independent Directors"); and provided further that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors or securing Director shall designate a person or persons to fill such vacancy or vacancies, each of whom shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the resignations other directors shall designate three persons to fill such vacancies who shall not be officers or affiliates of incumbent directors the Company or bothany of its subsidiaries, or officers or affiliates of Parent or any of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. At such timesSubject to applicable law, the Company shall use take all action requested by Parent that is reasonably necessary to effect any such election, including mailing to its best efforts to cause Persons designated by Merger Sub to constitute stockholders the same percentage as Persons designated by Merger Sub shall constitute of Information Statement containing the Board of (i) each committee of the Board (some of whom may be required to be independent as information required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order thereunder, and the Company agrees to fulfill its obligations under this Section 6.11 and shall include in make such mailing with the mailing of the Schedule 14D-9 such (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to will promptly, at the Company and be solely responsible for any information with respect to option of Parent, either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following increase the election or appointment of designees of Merger Sub pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any size of the Company's rights hereunder shall require Board of Directors and/or obtain the concurrence resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to, and to constitute a majority of the directors on, the Company's Board of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries)Directors as provided above.

Directors. (a) Promptly upon the purchase first acceptance for payment of, and payment by Merger Sub for, an aggregate amount of Shares that represents at least a majority of the issued and outstanding Shares pursuant to the Offer, and from time to time thereafter, Merger Sub Parent shall be entitled to designate up such number of directors on the Company Board of Directors as will give Parent, subject to such compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to which is the product of (x) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage that the aggregate (I) such number of Shares beneficially so accepted for payment and paid for by Sub plus the number of Shares otherwise owned by Merger Parent, Sub or any Affiliate other subsidiary of Merger Sub at such time Parent bears to (II) the total number of such Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's Parent’s designees to be so elected; provided, however, that in the event that Parent’s designees are appointed or elected as to the Company Board of Directors, until the Effective Time, the Company Board of Directors shall have at least three (3) directors who are directors on the date of this Agreement and who are not officers of the Company (the “Independent Directors”); and provided, further, that, in such event, if the number of Independent Directors shall be reduced below three (3) for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers or affiliates of the Company, including increasing the size Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of the Board or securing the resignations of incumbent directors or boththis Agreement. At such timestime, the Company shall use its best efforts to shall, upon Parent’s request, also cause Persons persons elected or designated by Merger Sub Parent to constitute the same percentage (rounded up to the next whole number) as Persons designated by Merger Sub shall constitute is on the Company Board of the Board Directors of (i) each committee of the Company Board (some of whom may be required to be independent as required by applicable law)Directors, (ii) each board of directors (or similar body) of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) Company’s Subsidiaries, and (iii) each committee (or similar body) of each such board, in each case only to the extent permitted required by applicable lawLaw or the rules of any stock exchange on which the Shares are listed. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basisSubject to applicable Law, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions action reasonably requested by Parent to effect any such election, including mailing to its stockholders the Information Statement containing the information required pursuant to by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 thereunder, and the Company shall include in make such mailing with the mailing of the Schedule 14D-9 such (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company and shall promptly, at the option of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its officers and directors current directors, or both, as is required under Section 14(f) and Rule 14f-1 necessary to fulfill such obligations. Parent enable Sub’s designees to be elected or Merger Sub shall supply appointed to the Company and be solely responsible for any information with respect to either Board of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1Directors as provided above. (cb) Following Notwithstanding anything in this Agreement to the election or appointment contrary, if Parent’s designees constitute a majority of designees the Company Board of Merger Sub pursuant to this Section 6.11, Directors after the Acceptance Time and prior to the Effective Time, any amendment then the affirmative vote of this Agreement a majority of the Independent Directors (or if only one (1) exists, then the vote of such Independent Director) shall be required (and such vote shall constitute the authorization of the Company Charter Board of Directors and no other action on the part of the Company, including any action by any director of the Company shall be required to authorize) to (i) amend or Company Bylaws, any termination of terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations (ii) exercise or other acts of Parent or Merger Sub or waiver of waive any of the Company's rights hereunder shall require ’s rights, benefits or remedies hereunder, if such action would adversely affect holders of Shares other than Parent or Sub, (iii) amend the concurrence certificate of a majority incorporation or bylaws of the directors Company, or (iv) take any other action of the Company Board of Directors under or in connection with this Agreement or the transactions contemplated hereby; provided, however, that if there shall be no Independent Directors as a result of such persons’ deaths, disabilities or refusal to serve, then in office who neither were designated such actions may be effected by Merger Sub nor are employees majority vote of the entire Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders Board of Shares (other than Parent and its Subsidiaries)Directors.

Directors. (a) Promptly upon 13.1 The Company or a member of the purchase by Merger Sub of Shares pursuant Group shall reimburse and pay to the Offereach Director, and from time the Bison Representative, any reasonable travelling, hotel or other out-of-pocket expenses which the Director (or Bison Representative) may incur in the performance of his duties (inclusive/exclusive of VAT if applicable) which shall be payable monthly in arrears. 13.2 The Company or a member of the Group shall take out and maintain in force a policy of insurance covering such matters and on such terms and conditions as the Lion Parties shall agree for each Director to time thereafterserve on the board of directors or other similar governing body of any other member of the Group (each, Merger Sub a “Satellite Board”) for the duration of their appointment, on which each Director and each such individual shall be noted as a beneficiary. 13.3 Each Director shall be entitled to designate up appoint any other Director to be his proxy in accordance with applicable provisions of the law of the Cayman Islands and a Director or any such number proxy shall not be required to hold any share qualification, shall not be subject to retirement by rotation and shall not be removed except by the Shareholder appointing them. 13.4 Each Director and any proxy appointed pursuant to Clause 13.3 shall be entitled to disclose to any Shareholder appointing him such information concerning the Company and its business as he thinks fit without violating any contractual, fiduciary or other obligation. The provisions of directors, rounded up Clause 18 shall apply to the next whole number, on any such information that is Confidential Information. 13.5 The initial composition of the Board shall be as shall give Merger Sub representation on Hayley Tanguey and ▇▇▇ ▇▇▇▇▇. From the Board equal to date of the product initial composition of the Board: 13.5.1 For so long as the Bison Parties collectively own not less than ten per cent. (10%) of the total number of directors on Ordinary Shares issued and outstanding (excluding for such purpose any dilution in such ownership resulting from issuances of New Shares) the Board Bison Parties between them shall be entitled to appoint one (giving effect to 1) Director (the directors elected pursuant to this sentence“Bison Director”) multiplied by and cause the percentage removal and replacement of the Bison Director, provided that the aggregate number Lion Parties may require (acting reasonably and in good faith) the Bison Parties to replace the Bison Director (or the Bison Representative as defined in Clause 13.5.4) with a person of Shares beneficially owned by Merger Sub whom the Lion Parties shall first approve, save that the Lion Parties shall not be entitled to require the removal of either ▇▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as the Bison Director or the Bison Representative. At any Affiliate time when the Bison Parties own less than ten per cent. (10%) of Merger Sub at such time bears to the total number of Ordinary Shares then outstanding, issued and the Company shall, at outstanding (excluding for such time, promptly take all actions necessary to cause Merger Sub's designees to be elected as directors purpose any dilution in such ownership resulting from issuances of the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding New Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order Clauses 3.1.1 to fulfill its obligations under this Section 6.11 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-13. (c) Following the election or appointment of designees of Merger Sub pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries).

Directors. (a) Promptly Effective upon the purchase by Merger Sub of payment for all Shares pursuant to accepted following the OfferAcceptance Time, and from time to time at all times thereafter, Merger Sub Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board as shall give Merger Sub representation on the Board is equal to the product of (i) the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that quotient obtained by dividing the aggregate number of Shares beneficially owned Beneficially Owned by Parent and Merger Sub or any Affiliate of Merger Sub their respective Affiliates at such time bears to by the total number of Shares then outstanding, and the Company shall, at such time, shall promptly take all actions reasonably necessary to cause Merger Sub's Parent’s designees to be elected as directors of the Companyso elected, including including, if necessary, by increasing the size of the Company Board or securing and/or obtaining the resignations of incumbent directors one or bothmore existing directors. At such timesEffective upon the payment for all Shares accepted following the Acceptance Time, and at all times thereafter, the Company shall use its best efforts to shall, upon request of Parent, also cause Persons individuals designated by Merger Sub Parent to constitute at least the same percentage (rounded up to the next whole number) as Persons designated by Merger Sub shall constitute of is on the Company Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law)Company Board, (ii) each board of directors (or similar governing body) of each domestic Company Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee (or similar body) of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority board of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committeesdirectors. (b) The Company’s obligations to cause the election or appointment of Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 and shall include in 1.3, including mailing to stockholders together with the Schedule 14D-9 such the information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 as is necessary to fulfill such obligationsenable Parent’s designees to be elected or appointed to the Company Board. Parent or Merger Sub shall supply to the Company in writing any information with respect to itself and its officers, directors and Affiliates to the extent required for the Company to comply with Section 14(f) of the Exchange Act and Rule 14f-1 and Parent shall be solely responsible for any information such information. The provisions of Section 1.3(a) and Section 1.3(b) are in addition to and shall not limit any rights that any of Parent, Merger Sub or any of their respective Affiliates may have as a record holder or Beneficial Owner of Shares or a matter of applicable Law with respect to either the election of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1or otherwise. (c) Following the election or appointment of Parent’s designees of Merger Sub pursuant to this Section 6.11, prior to 1.3(a) and until the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's ’s rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees prior to appointment of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries)Parent’s designees.

Directors. (a) Promptly upon after the purchase by Merger Sub first time at which Purchaser accepts for payment any shares of Shares Seller Common Stock pursuant to the OfferOffer (the “Acceptance Date”), and from time to time thereafterthereafter as shares of Seller Common Stock are accepted for payment and the Offer Price is paid by Purchaser, Merger Sub Purchaser shall be entitled to designate up to such number of directorsmembers of the Seller Board (the “Purchaser Designees”), rounded up to the next nearest whole number, on the Board as shall will give Merger Sub Purchaser representation on the Seller Board equal to (x) the product of the total number of directors on members of the Seller Board (after giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage that (A) the aggregate number of Shares shares of Seller Common Stock beneficially owned by Merger Sub Parent or any Affiliate of Merger Sub Purchaser at such time (including shares of Seller Common Stock so accepted for payment) bears to (B) the total number of Shares shares of Seller Common Stock then outstanding; provided that in no event shall the Purchaser Designees constitute less than a majority of the Seller Board. In furtherance thereof, and the Company Seller shall, at such timeupon the request of Purchaser, use its best efforts promptly take all actions necessary (and in any event within one Business Day) either to cause Merger Sub's designees to be elected as directors of the Company, including increasing increase the size of the Seller Board (including by amending the Bylaws, if necessary) or securing to secure the resignations of such number of Seller’s incumbent directors (and such incumbent directors have agreed to resign if required in order for Seller to comply with this Section 1.3(a)), or both, as is necessary to enable the Purchaser Designees to be so elected or appointed to the Seller Board and Seller shall take all actions available to Seller to cause the Purchaser Designees to be so elected or appointed. At such timestime, the Company shall use its best efforts Seller shall, if requested by Purchaser, and subject to applicable Law and stock exchange listing standards, also take all action necessary to cause Persons persons designated by Merger Sub Purchaser to constitute at least the same percentage (rounded up to the next whole number) as Persons designated by Merger Sub shall constitute of is on the Seller Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law)Seller Board, (ii) each board of directors (or similar body) of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) Seller and (iii) each committee (or similar body) of each such board. The provisions of this Section 1.3 are in addition to and shall not limit any rights which Purchaser, in each case only Parent or any of their Affiliates may have as a holder or beneficial owner of shares of Seller Common Stock as a matter of applicable law with respect to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority election of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committeesdirectors or otherwise. (b) The Company Seller shall promptly take all actions required pursuant in order to fulfill its obligations under Section 1.3(a), including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 and shall include in as part of the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations14D-9. Parent or Merger Sub and Purchaser shall supply to the Company and be solely responsible for Seller in writing any information with respect to either of them Parent and their nominees, officers, directors Purchaser and affiliates the Purchaser Designees to the extent required by such Section 14(f) and Rule 14f-1. (c) Following Notwithstanding the election or appointment provisions of designees of Merger Sub pursuant to this Section 6.111.3, at least two of the members of the Seller Board who were directors of Seller on the date hereof and who qualify as independent directors for purposes of the continued listing requirements of NASDAQ (the “Independent Directors”), shall, at all times prior to the Effective Time, be directors of Seller; provided that if there shall be in office less than two Independent Directors for any reason, the Seller Board shall cause the Person designated by the remaining Independent Director to fill such vacancy who shall be deemed to be an Independent Director for all purposes of this Agreement, or if no Independent Directors then remain, the other directors of Seller then in office shall designate two persons to fill such vacancies who will not be directors, officers, employees or Affiliates of Parent or Purchaser and such persons shall be deemed to be Independent Directors for all purposes of this Agreement. From and after the time, if any, that the Purchaser Designees constitute a majority of the Seller Board and prior to the Effective Time, subject to the terms hereof, any amendment or modification of this Agreement or the Company Charter or Company BylawsAgreement, any termination of this Agreement by the CompanySeller, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or Purchaser hereunder, any waiver of any condition to Seller’s obligations hereunder or any of Seller’s rights hereunder or any amendment to Seller’s certificate of incorporation or bylaws may be effected only if (in addition to the approval of the Company's rights hereunder shall require the concurrence of Seller Board as a whole) there are in office one or more Independent Directors and such action is approved by a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are Independent Directors then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries).

Directors. (a) Promptly upon the purchase acceptance for payment of, and payment by Merger Sub for, any shares of Shares Company Common Stock pursuant to the Offer, Sub shall, subject to compliance with Section 14(f) of the Exchange Act and from time to time thereafterRule 14f-1 promulgated thereunder, Merger Sub shall be entitled to designate up such number of directors on the Company Board as will give Sub representation on the Company Board equal to such that number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to which is the product of (a) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by MULTIPLIED BY (b) a fraction, the percentage that numerator of which is the aggregate number of Shares beneficially owned shares of Company Common Stock so accepted for payment and paid for by Merger Sub or any Affiliate and the denominator of Merger Sub at such time bears to which is the total number of Shares then outstandingshares of Company Common Stock outstanding at the time of Sub's designation, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's designees to be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 and shall include in the Schedule 14D-9 such information with respect appointed to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to Board; PROVIDED, HOWEVER, that during the Company and be solely responsible for any information period commencing with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Sub's designees to the Company Board until the Effective Time, the Company Board shall have at least three directors who are directors on the date of Merger Sub pursuant this Agreement and who are not officers of the Company or representatives of any Affiliates of the Company (the "INDEPENDENT DIRECTORS"); and PROVIDED FURTHER, HOWEVER, that if during such period the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill any such vacancies who shall be deemed to be Independent Directors for purposes of this Section 6.11Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who are not Shareholders, officers or Affiliates of the Company, Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall take all action requested by Parent for the purpose of effecting any such election or appointment of Sub's designees. In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to the Company Board as provided above. Prior to the Effective Time, the Company shall cause each member of the Company Board, other than Sub's designees, to execute and deliver a letter effectuating his or her resignation as a director of the Company Board effective immediately prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries).

Directors. (a) Promptly Subject to compliance with applicable law, effective upon payment by the purchase by Merger Sub Purchaser for not less than a majority of the Shares pursuant to the Offer, and from time to time thereafter, Merger Sub Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board is equal to the product of (i) the total number of directors on the Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Merger Sub the Parent or any Affiliate of Merger Sub at such time its affiliates bears to the total number of Shares then outstanding, and the Company shall, at such time, shall promptly take all actions necessary to cause Merger Sub's Parent’s designees (“Purchaser Insiders”) to be elected as directors of the Companyso elected, including including, if necessary, by increasing the size number of the Board directors or securing seeking the resignations of incumbent directors one or both. At such timesmore existing directors; provided, however, that prior to the Effective Time, the Board shall always have at least three members who are not officers, directors, stockholders, or designees of the Purchaser or any of its affiliates and the Company shall use its best efforts continue to cause Persons designated by Merger Sub comply with the Nasdaq National Market requirements with respect to constitute independent directors. If the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), (ii) each board number of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only who are not Purchaser Insiders is reduced below three for any reason prior to the Effective Time, the remaining directors who are not Purchaser Insiders (or if there is only one director who is not a Purchaser Insider, the remaining director who is not a Purchaser Insider) shall, to the fullest extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires be entitled to designate a majority person (or persons) to fill such vacancy (or vacancies) who is not an officer, director, stockholder, or designee of the then outstanding Shares on Purchaser or any of its affiliates and who shall be a fully diluted basis, the Company shall use its best efforts director not deemed to ensure that be a Purchaser Insider for all the members purposes of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committeesthis Agreement. (b) The Company Company’s obligations to appoint Parent’s designees to the Board shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 6.11 1.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule 14f-1 in order to fulfill such obligations. its obligations under this Section 1.03; provided, however, that Parent or Merger Sub shall will supply to the Company and be solely responsible for any information with respect to either of them itself and their nominees, its officers, directors directors, and affiliates required by such Section 14(f) and Rule 14f-1to the Company. (c) Following From and after the election or appointment of Parent’s designees of Merger Sub pursuant to this Section 6.11, 1.03 and prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance performance, or waiver, of any of the obligations or other acts of the Parent or Merger Sub the Purchaser or waiver of any of the Company's ’s rights hereunder shall under this Agreement, will require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries)not Purchaser Insiders.

Directors. (a) Promptly upon the purchase of and payment for shares of Company Common Stock by Merger Sub of Shares pursuant to the Offer, Offer which represents a majority of the shares of Company Common Stock outstanding on a Fully Diluted Basis (such date the “Payment Date”) and from time at all times thereafter and subject to time thereafterSection 1.3(b), Merger Sub shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company’s Board of Directors as shall give Merger Sub representation on the Board is equal to the product of the total number of directors on the Company’s Board of Directors (giving effect to the directors elected or designated by Merger Sub pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares shares of Company Common Stock beneficially owned by Merger Sub or and any Affiliate of Merger Sub at such time its Affiliates bears to the total number of Shares shares of Company Common Stock then outstandingoutstanding (such directors which Merger Sub is entitled to elect pursuant to this sentence, and the “Merger Sub Designees”). The Company shall, upon Merger Sub’s request at any time following the Payment Date, take such timereasonable actions, including promptly filling vacancies or newly created directorships on the Company’s Board of Directors, promptly take all actions necessary to cause Merger Sub's designees to be elected as directors of the Company, including increasing the size of the Company’s Board or securing of Directors and/or promptly requesting the resignations of such number of its incumbent directors as are necessary to enable the Merger Sub Designees to be so elected or both. At such timesdesignated to the Company’s Board of Directors, the Company and shall use its best efforts to cause Persons designated by the Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee of the Board (some of whom may be required Designees to be independent as required by applicable law), (iiso elected or designated at such time. The Company’s obligations under this Section 1.3(a) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 6.11 and shall include in 1.3(a), including mailing to stockholders the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under by Section 14(f) and Rule 14f-1 as is necessary to fulfill such obligations. enable the Merger Sub Designees to be elected or designated to the Company’s Board of Directors (provided that Parent or Merger Sub shall supply have provided to the Company on a timely basis all required information with respect to such designees). Merger Sub shall supply the Company with, and be solely responsible for any for, information with respect to either of them the Merger Sub Designees and their nominees, Parent’s and Merger Sub’s respective officers, directors and affiliates Affiliates to the extent required by such Section 14(f) and Rule 14f-1. (cb) Following In the election event that Merger Sub’s designees are elected or appointment designated to the Company’s Board of designees of Merger Sub Directors pursuant to this Section 6.111.3(a), prior to then, until the Effective Time, any amendment the Company and Parent shall cause the Company’s Board of Directors to maintain as a director one director who is an independent member of the Company’s Board of Directors on the date hereof (the “Continuing Director”); provided, however, that if the Continuing Director is unable to serve due to death, disability or resignation, the other directors shall designate one director who is an independent member of the Company’s Board of Directors to fill such vacancy and such person shall be deemed the Continuing Director for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, the affirmative vote of the Continuing Director shall (in addition to the approvals of the Board of Directors or the stockholders of the Company Charter or as may be required by the Restated Certificate of Incorporation of the Company (as amended, the “Company Articles”), the bylaws of the Company (as amended, the “Company Bylaws,” and together with the Company Articles, any termination of the “Company Governing Documents”) or applicable Law) be required (i) for the Company to amend or terminate this Agreement by in a manner adverse to the Company, any extension by stockholders of the Company of the time for the performance of any of the obligations or other acts of than Parent or Merger Sub its Subsidiaries or waiver of (ii) to exercise or waive any of the Company's rights ’s rights, benefits or remedies hereunder shall require in a manner adverse to the concurrence of a majority of the directors stockholders of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and or its Subsidiaries).

Directors. (a) Promptly upon the purchase payment by Merger Sub for any Shares accepted by Sub for payment pursuant to the Offer at the Acceptance Time, which Shares represent at least a majority of the issued and outstanding Shares pursuant to the Offer, and from time to time thereafter, Merger Sub Parent shall be entitled to designate up such number of directors on the Company Board of Directors as will give Parent, subject to such compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to which is the product of (x) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage that the aggregate (I) such number of Shares beneficially so accepted for payment and paid for by Sub plus the number of Shares otherwise owned by Merger Parent, Sub or any Affiliate other subsidiary of Merger Sub at such time Parent bears to (II) the total number of such Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's Parent’s designees to be so elected; provided, however, that in the event that Parent’s designees are appointed or elected as to the Company Board of Directors, until the Effective Time, the Company Board of Directors shall have at least three (3) directors who are directors on the date of this Agreement and who are not officers of the Company (the “Independent Directors”); and provided, further, that, in such event, if the number of Independent Directors shall be reduced below three (3) for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who are not officers or affiliates of the Company, including increasing the size Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of the Board or securing the resignations of incumbent directors or boththis Agreement. At such timestime, the Company shall use its best efforts to shall, upon Parent’s request, also cause Persons persons elected or designated by Merger Sub Parent to constitute the same percentage (rounded up to the next whole number) as Persons designated by Merger Sub shall constitute is on the Company Board of the Board Directors of (i) each committee of the Company Board (some of whom may be required to be independent as required by applicable law)Directors, (ii) each board of directors (or similar body) of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) Company’s Subsidiaries, and (iii) each committee (or similar body) of each such board, in each case only to the extent permitted required by applicable lawLaw or the rules of any stock exchange on which the Shares are listed. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basisSubject to applicable Law, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required pursuant to by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 thereunder, and the Company shall include in make such mailing with the mailing of the Schedule 14D-9 such (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub’s designees). In connection with the foregoing, the Company and shall promptly, at the option of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its officers and directors current directors, or both, as is required under Section 14(f) and Rule 14f-1 necessary to fulfill such obligations. Parent enable Sub’s designees to be elected or Merger Sub shall supply appointed to the Company and be solely responsible for any information with respect to either Board of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1Directors as provided above. (cb) Following Notwithstanding anything in this Agreement to the election or appointment contrary, if Parent’s designees constitute a majority of designees the Company Board of Merger Sub pursuant to this Section 6.11, Directors after the Acceptance Time and prior to the Effective Time, any amendment then the affirmative vote of this Agreement a majority of the Independent Directors (or if only one (1) exists, then the Company Charter vote of such Independent Director) shall be required to (i) amend or Company Bylaws, any termination of terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations (ii) exercise or other acts of Parent or Merger Sub or waiver of waive any of the Company's rights hereunder shall require ’s rights, benefits or remedies hereunder, if such action would materially and adversely affect holders of Shares other than Parent or Sub, (iii) amend the concurrence certificate of a majority incorporation or bylaws of the directors Company, or (iv) take any other action of the Company Board of Directors under or in connection with this Agreement or the transactions contemplated hereby; provided, however, that if there shall be no Independent Directors as a result of such persons’ deaths, disabilities or refusal to serve, then in office who neither were designated such actions may be effected by Merger Sub nor are employees majority vote of the entire Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders Board of Shares (other than Parent and its Subsidiaries)Directors.

Directors. (a) Promptly upon the purchase by Merger after such time as Sub of purchases Shares pursuant to the Offer, and from time to time thereafter, Merger Sub shall be entitled entitled, to the fullest extent permitted by law, to designate at its option up to such that number of directors, rounded up to the next nearest whole number, on the Board as shall give Merger Sub representation on the Board equal to the product of the total number of directors on the Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub at such time bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's designees to be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the 's Board of (i) each committee of the Board (some of whom may be required Directors, subject to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order Act, as will make the percentage of the Company's directors designated by Sub equal to fulfill the percentage of the aggregate voting power of the shares of Common Stock held by Parent or any of its obligations under this Section 6.11 and shall include Subsidiaries; provided, however, that in the Schedule 14D-9 such information with respect event that Sub's designees are elected to the Board of Directors of the Company, until the Effective Time such Board of Directors shall have at least three directors who are directors on the date of this Agreement and who are not officers of the Company (the "Independent Directors"); and provided further that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors or Director shall designate a person or persons to fill such vacancy or vacancies, each of whom shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its subsidiaries, or officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. or affiliates of Parent or Merger Sub any of its subsidiaries, and such persons shall supply be deemed to the Company and be solely responsible Independent Directors for any information with respect to either purposes of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) this Agreement. Following the election or appointment of Sub's designees of Merger Sub pursuant to this Section 6.11, 6.3 and prior to the Effective Time, any amendment amendment, or waiver of any term or condition, of this Agreement or the Company Charter or Company Bylawsthe Amended and Restated By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver or assertion of any of the Company's rights hereunder shall hereunder, and any other consent or action by the Board of Directors of the Company with respect to this Agreement, will require the concurrence of a majority of the directors Independent Directors and no other action by the Company, including any action by any other director of the Company, shall be required for purposes of this Agreement. To the fullest extent permitted by applicable law, the Company then in office who neither were designated shall take all action requested by Merger Sub nor are employees Parent that is reasonably necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company or if no agrees to make such directors are then in office, no such amendment, termination, extension or waiver mailing with the mailing of the Schedule 14D-9 (provided that Sub shall be effected which is materially adverse have provided to the holders Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company will promptly, at the option of Shares (other than Parent and Parent, to the fullest extent permitted by law, either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its Subsidiaries)current directors as is necessary to enable Sub's designees to be elected or appointed to the Company's Board of Directors as provided above.

Directors. (a) Promptly upon the purchase payment by Merger Sub of the Purchaser for Shares pursuant to the Offer, and from time to time thereafter, Merger Sub the Purchaser shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Merger Sub representation on the Board is equal to the product of the total number of directors on the Board of Directors of the Company (determined after giving effect to the directors elected designated by the Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Merger Sub the Purchaser or any Affiliate of Merger Sub at such time its affiliates bears to the total number of Shares then outstanding, and the Company shall, at such timesubject to compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, upon request of the Purchaser, promptly take all actions necessary to cause Merger Subthe Purchaser's designees to be elected as directors of the Companyso elected, including including, if necessary, promptly increasing the size of the Board of Directors of the Company or securing seeking the resignations of incumbent directors one or more existing directors, or both. At such times; provided, however, that prior to the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage Effective Time (as Persons designated by Merger Sub shall constitute of defined in Section 2.02) the Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees Directors of the Company shall remain always have at least two members who are neither officers, directors, shareholders or designees of the Board Purchaser or any of its affiliates ("Purchaser Insiders"). If the number of directors who are not Purchaser Insiders is reduced below two for any reason prior to the Effective Time, then the remaining directors who are not Purchaser Insiders (or if there is only one director who is not a Purchaser Insider, the remaining director who is not a Purchaser Insider) shall be entitled to designate a person (or persons) to fill such vacancy (or vacancies) who is not an officer, director, shareholder or designee of the Purchaser or any of its affiliates and who shall be a director not deemed to be a Purchaser Insider for all purposes of this Agreement. At such boards and committees.time, the Company (b) The Company's obligation to appoint the Purchaser's designees to the Board of Directors of the Company shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 6.11 1.03, including mailing to the shareholders of the Company the information required by Section 14(f) and Rule 14f-1 as is necessary to enable the Purchaser's designees to be elected to the Board of Directors of the Company, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule 14f-1 in order to fulfill such obligationsits obligations under this Section 1.03. Parent or Merger Sub shall will supply to the Company and be solely responsible for in writing any information with respect to either of them itself and their nominees, its officers, directors and affiliates required by such Section 14(f) and Rule 14f-1to the Company. (c) Following From and after the election or appointment of the Purchaser's designees of Merger Sub pursuant to this Section 6.11, 1.03 and prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub the Purchaser or waiver of any of the Company's rights hereunder shall hereunder, or any other action taken by the Board of Directors of the Company in connection with this Agreement, will require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries)not Purchaser Insiders.

Directors. (a) Promptly upon Sub having acquired a ---------- majority of the purchase by Merger Sub combined voting power of the Shares pursuant to the Offerand Class B Shares, and from time to time thereafter, Merger Sub shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to the product of the total number of directors on the Board (giving effect of Directors of the Company as will give Sub, subject to compliance with Section 14(f) of the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number Exchange Act, a majority of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub at such time bears to the total number of Shares then outstandingdirectors, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's designees to be so elected as directors by its existing Board of Directors; provided, however, that in the event that -------- ------- Sub's designees are elected to the Board of Directors of the Company, including increasing until the size Effective Time such Board of Directors shall have at least three directors who are directors on the date of this Agreement and who are not officers of the Board Company (the "Independent Directors"); and provided further -------- ------- that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors or securing Director shall designate a person or persons to fill such vacancy or vacancies, each of whom shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the resignations other directors shall designate three persons to fill such vacancies who shall not be officers or affiliates of incumbent directors the Company or bothany of its subsidiaries, or officers or affiliates of Parent or any of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. At such timesSubject to applicable law, the Company shall use take all action requested by Parent that is reasonably necessary to effect any such election, including mailing to its best efforts to cause Persons designated by Merger Sub to constitute stockholders the same percentage as Persons designated by Merger Sub shall constitute of Information Statement containing the Board of (i) each committee of the Board (some of whom may be required to be independent as information required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order thereunder, and the Company agrees to fulfill its obligations under this Section 6.11 and shall include in make such mailing with the mailing of the Schedule 14D-9 such (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to will promptly, at the Company and be solely responsible for any information with respect to option of Parent, either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following increase the election or appointment of designees of Merger Sub pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any size of the Company's rights hereunder shall require Board of Directors and/or obtain the concurrence resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to, and to constitute a majority of the directors on, the Company's Board of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries)Directors as provided above.

Directors. (a) Promptly Subject to compliance with applicable Law, promptly upon the purchase payment by Merger Sub of the Purchaser for Shares pursuant to the OfferOffer representing at least such number of Shares as shall satisfy the Minimum Condition, and from time to time thereafter, Merger Sub Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board as shall give Merger Sub representation on the Board is equal to the product of the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Common Shares beneficially owned by Merger Sub Parent or any Affiliate of Merger Sub at such time its Affiliates bears to the total number of Common Shares then outstanding, and the Company shall, at such timeupon request of Parent, promptly take all actions necessary to cause Merger Sub's Parent’s designees to be elected as directors of the Companyso elected, including increasing the size of the Board or securing including, if necessary, seeking the resignations of incumbent directors one or both. At such timesmore existing directors; provided, the Company however, that Parent shall use its best efforts be entitled to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only designate at least a majority of the OCC board) directors on the Company Board (as long as Parent and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires its Affiliates beneficially own a majority of the then outstanding Common Shares on a fully diluted basisof the Company); provided further, that prior to the Effective Time (as defined in Section 2.2), the Company Board shall use its best efforts to ensure that all the always have at least two members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not officers, directors, employees or designees of the Company Purchaser or any of its Affiliates (“Purchaser Insiders”). If the number of directors who are not Purchaser Insiders is reduced below two prior to the Effective Time, the remaining director who is not a Purchaser Insider shall remain members be entitled to designate a Person to fill such vacancy who is not a Purchaser Insider and who shall be a director not deemed to be a Purchaser Insider for all purposes of the Board and of such boards and committeesthis Agreement. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder thereunder. The Company shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 6.11 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule 14f-1 in order to fulfill such obligationsits obligations under this Section 1.3. Parent or Merger Sub shall will supply to the Company and be solely responsible for any information with respect to either of them itself and their nominees, its officers, directors and affiliates Affiliates required by such Section 14(f) and Rule 14f-1Rule. (c) Following the election or appointment of Parent’s designees of Merger Sub pursuant to this Section 6.11, 1.3 and prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub the Purchaser or waiver of any of the Company's ’s rights hereunder shall hereunder, will require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees not Purchaser Insiders (or in the case where there are two or fewer directors who are not Purchaser Insiders, the concurrence of the Company or one director who is not a Purchaser Insider) if no such directors are then in office, no such amendment, termination, extension or waiver shall could be effected which is materially reasonably likely to have an adverse to effect on the holders minority stockholders of Shares (other than Parent and its Subsidiaries)the Company.

Directors. (a) Promptly upon the purchase by Merger Sub of Shares by Sub pursuant to the OfferOffer and the Options, and from time to time thereafter, Merger Sub shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall will give Merger Sub representation on the Board of Directors of the Company equal to the product of the total number of directors on the Board of Directors of the Company (determined after giving effect to the directors elected pursuant to this sentenceSection) multiplied by and the percentage that the aggregate such number of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub at such time so purchased bears to the total number of Shares then outstanding, and the Company shall, at such timeupon request by Sub, promptly take all actions increase the size of the Board of Directors of the Company or use its best efforts to secure the resignations of such number of directors as is necessary to provide Sub with such level of representation and shall cause Merger Sub's designees to be elected as so elected; PROVIDED, HOWEVER, that Sub shall be entitled to designate a number of directors equal to or greater than 50% of the Companytotal number of directors, including increasing the size only if Sub then owns 90% of more of the Board or securing the resignations of incumbent directors or bothShares then outstanding. At such times, the The Company shall will also use its best efforts to cause Persons persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute is on the entire Board of Directors of the Board of Company to be on (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), Directors of the Company and (ii) each board Board of directors Directors and each committee thereof of each domestic Subsidiary (including OCC, realizing that of the Company has the right Company. The Company's obligations to appoint only a majority designees to its Board of Directors shall be subject to Section 14(f) of the OCC board) and (iii) each committee Exchange Act. At the request of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basisSub, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions necessary to effect any such election or appointment of Sub's designees, including mailing to its stockholders the information required pursuant to by Section 14(f) of the Exchange Act and Rule 14f-1 14f-l promulgated thereunder in order to fulfill its obligations under this Section 6.11 and which, unless Sub otherwise elects, shall include in be so mailed together with the Schedule 14D-9 such 14D-9. Parent and Sub will supply to the Company all information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them themselves and their nominees, respective officers, directors and affiliates required by such Section 14(f) and Rule 14f-1Rule. (cb) Notwithstanding anything set forth in Section 1.04(a), neither Parent nor Sub shall take any action to prevent at least two persons who are directors of the Company on the date hereof from remaining as directors of the Company ("CONTINUING DIRECTORS") until the Effective Time (as hereinafter defined). Following the election or appointment of Sub's designees of Merger Sub pursuant to this Section 6.11, 1.04(a) and prior to the Effective Time, and so long as there shall be at least one Continuing Director, such designees shall abstain fom acting upon, and the approval of a majority of the Continuing Directors shall be required, and sufficient, to authorize any amendment of this Agreement or the Company Charter or Company Bylaws, resolution with respect to any termination of this Agreement by the Company, any extension amendment of this Agreement requiring action by the Company Board of Directors of the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Merger Sub or under this Agreement, any waiver of compliance with any of the Company's rights hereunder shall require agreements or conditions under this Agreement for the concurrence of a majority of the directors benefit of the Company then and any action to seek to enforce any obligation of Parent or Sub under this Agreement. If at any time the Continuing Directors reasonably deem it necessary to consult independent legal counsel in office who neither were designated connection with their duties as Continuing Directors or actions to be taken by Merger Sub nor are employees of the Company, the Continuing Directors may retain such counsel for such purpose and the Company or if no such directors are then shall pay the reasonable expenses incurred in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries).connection therewith. ARTICLE II THE MERGER

Directors. (a) Promptly upon the purchase payment by Merger Sub for any Shares accepted by Sub for payment pursuant to the Offer at the Acceptance Time, which Shares represent at least a majority of the issued and outstanding Shares pursuant to the Offer, and from time to time thereafter, Merger Sub Parent shall be entitled to designate up such number of directors on the Company Board of Directors as will give Parent, subject to such compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to which is the product of (x) the total number of directors on the Company Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage that the aggregate (I) such number of Shares beneficially so accepted for payment and paid for by Sub plus the number of Shares otherwise owned by Merger Parent, Sub or any Affiliate other subsidiary of Merger Sub at such time Parent bears to (II) the total number of such Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's Parent’s designees to be so elected; provided, however, that in the event that Parent’s designees are appointed or elected as directors to the Company Board of Directors, until the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such timesEffective Time, the Company Board of Directors shall have at least three (3) directors who are directors on the date of this Agreement and who are “independent directors” for the purposes of NASDAQ listing requirements (the “Independent Directors”); and provided, further, that, in such event, if the number of Independent Directors shall be reduced below three (3) for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there shall be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement. The Company may designate, prior to the Acceptance Time, two alternate Independent Directors that the Company Board of Directors shall appoint in the event of the death, disability or resignation of the Independent Directors, each of whom shall, following such appointment to the Company Board of Directors, shall be deemed to be an Independent Director pursuant to this Section 6.10. From and after the Acceptance Time, the Company and Parent shall use its commercially reasonable best efforts to efforts, as permitted by applicable Laws and the rules of NASDAQ Global Select Market, upon Parent’s request, also cause Persons persons elected or designated by Merger Sub Parent to constitute the same percentage (rounded up to the next whole number) as Persons designated by Merger Sub shall constitute is on the Company Board of the Board Directors of (i) each committee of the Company Board (some of whom may be required to be independent as required by applicable law)Directors, (ii) each board of directors (or similar body) of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) Company’s Subsidiaries, and (iii) each committee (or similar body) of each such board, in each case only to the extent permitted by applicable lawLaw or the rules of any stock exchange on which the Shares are listed. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basisSubject to applicable Law, the Company and Parent shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions action requested by Parent necessary to effect any such election, including mailing to its shareholders the Information Statement containing the information required pursuant to by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 thereunder, and the Company shall include in make such mailing with the mailing of the Schedule 14D-9 such (provided that Parent and Sub shall have provided to the Company on a timely basis, and shall be solely responsible for, all information required to be included in the Information Statement with respect to Parent, Sub and Parent’s designees). In connection with the foregoing, the Company and shall promptly, at the option of Sub, either increase the size of the Company Board of Directors or obtain the resignation of such number of its officers and directors current directors, or both, as is required under Section 14(f) and Rule 14f-1 necessary to fulfill such obligations. Parent enable Parent’s designees to be elected or Merger Sub shall supply appointed to the Company and be solely responsible for any information with respect to either Board of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1Directors as provided above. (cb) Following Notwithstanding anything in this Agreement to the election or appointment contrary, if Parent’s designees constitute a majority of designees the Company Board of Merger Sub pursuant to this Section 6.11, Directors after the Acceptance Time and prior to the Effective Time, any amendment then the affirmative vote of this Agreement a majority of the Independent Directors (or if only one (1) exists, then the Company Charter vote of such Independent Director) shall be required to (i) amend or Company Bylaws, any termination of terminate this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations (ii) exercise or other acts of Parent or Merger Sub or waiver of waive any of the Company's rights hereunder shall require ’s rights, benefits or remedies hereunder, if such action would materially and adversely affect holders of Shares other than Parent or Sub, (iii) amend the concurrence certificate of a majority incorporation or bylaws of the directors Company, or (iv) take any other action of the Company Board of Directors under or in connection with this Agreement or the transactions contemplated hereby; provided, however, that if there shall be no Independent Directors as a result of such persons’ deaths, disabilities or refusal to serve, then in office who neither were designated such actions may be effected by Merger Sub nor are employees majority vote of the entire Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders Board of Shares (other than Parent and its Subsidiaries)Directors.

Directors. (a) Promptly Effective upon the purchase by Merger Sub acceptance for payment of any Shares pursuant to the Offer, and from time to time thereafter, Merger Sub Parent shall be entitled to designate up to such the number of directors, rounded up to the next whole number, on the Company Board as shall give Merger Sub representation on the Board equal to that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by and (ii) the percentage that the aggregate number of Shares beneficially owned by Parent and/or Merger Sub or any Affiliate of Merger Sub at such time Subsidiary (including Shares accepted for payment) bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly shall take all actions action necessary to cause Merger Sub's Parent’s designees to be elected as directors of or appointed to the CompanyCompany Board, including increasing the size number of directors, and seeking and accepting resignations of incumbent directors. At such time as such designees constitute a majority of the Board or securing (the resignations of incumbent directors or both. At such times“Control Date”), the Company shall also use its best efforts to cause Persons individuals designated by Merger Sub Parent to constitute the same percentage as Persons designated by Merger Sub shall constitute number of members, rounded up to the Board of next whole number, on (i) each committee of the Company Board (some of whom may be required to be independent as required by applicable law), other than the Transaction Committee and (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that of the Company has the right to appoint only a majority of the OCC board) (and (iii) each committee of each thereof) that represents the same percentage as such boardindividuals represent on the Company Board. (If Parent does not exercise its rights under this Section, all references in each case only this Agreement to the extent permitted by applicable law. Control Date shall be deemed references to the Effective Time.) Notwithstanding the foregoing, until the time Parent and/or Merger Sub Subsidiary acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best reasonable efforts to ensure that all of the members of the Board and each committee of the Company Board and such committees and boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Company Board and of such boards committees and committeesboards. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order thereunder. Subject to fulfill its obligations under the Parent’s compliance with the final sentence of this Section 6.11 2.03(b), the Company shall promptly take all actions, and shall include in the Schedule 14D-9 an information statement (the “Information Statement”) containing such information with respect to the Company and its officers and directors directors, as is required under Section 14(f) and Rule 14f-1 require in order to fulfill such obligationsits obligations under this Section. Parent or Merger Sub shall timely supply to the Company in writing and be solely responsible for any information with respect to either of them itself and their its nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Parent’s designees of Merger Sub pursuant to this Section 6.11, prior to 2.03(a) and until the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence approval of a majority of the directors of the Company then in office who neither were not designated by Merger Sub nor are employees Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company or if Board and no such directors are then in officeother action on the part of the Company, no such amendmentincluding any action by any other director of the Company, termination, extension or waiver shall be effected which is materially adverse required to authorize) any termination of this Agreement by the holders Company, any amendment of Shares (other than this Agreement, any extension of time for performance of any obligation or action hereunder by Parent or Merger Subsidiary and its Subsidiaries)any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (ai) Promptly As soon as reasonably practicable after the Effective Time of the Merger, the Buyer shall use its reasonable best efforts to cause ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. to be elected or appointed as a member of the board of directors of the Buyer, conditional upon obtaining any necessary regulatory approvals. Buyer shall include such designated individual as a candidate for election as a director and recommend and solicit proxies for his election at its next annual meeting of shareholders. After such meeting, such designated Person shall be subject to the purchase by Merger Sub same nomination and election procedures as the other directors on the board of Shares the Buyer. (ii) Subsequent to the Merger, if and when a merger between the Company Bank and the Buyer Bank is effected with the Buyer Bank as the surviving corporation, the Buyer shall cause ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. to be elected or appointed as a member of the board of directors of the Buyer Bank, but conditional upon any necessary regulatory approvals. After the initial appointment or election of such designated Person, such Person shall be subject to the same nomination and election procedures as the other directors of the Buyer Bank's board of directors. (iii) For service on the Company's board of directors and Company Bank's board of directors and for all board (including advisory board) and committee services provided to the Company and Company Bank during the period from January 1, 2002 through December 31, 2002 and in lieu of the options that would have been issuable pursuant to the OfferCompany's Non-Employee Director Stock Option Plan (the "COMPANY DIRECTOR STOCK PLAN") and any other payments in consideration for such service, and from time the members of the Company's board of directors shall at the Effective Time of the Merger be paid an aggregate of $46,000 with the portion of such aggregate amount allocable to time thereafter, Merger Sub shall each such board member to be entitled to designate up to such number of directors, rounded up to the next whole number, determined based on the Board as shall give Merger Sub representation on the Board equal to the product of the total number of Company and Company Bank board and committee meetings attended by such director during the period from January 1, 2002 through the Closing Date that would have been taken into account in determining the options issuable under the Company Director Stock Plan for 2002. Notwithstanding any provision in the Company Director Stock Plan to the contrary, the payments made under this subsection shall constitute the sole compensation (excluding reimbursed expenses) payable to such directors for serving on the Board board of directors (giving effect to including advisory boards) and all board committees of the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub at such time bears to the total number of Shares then outstanding, Company and the Company shallBank during the period from January 1, at such time2002 through December 31, promptly take all actions necessary to cause Merger Sub's designees to be elected as directors of the Company2002, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such timesand, the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries effective as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Merger Sub pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement or the Company Charter Director Stock Plan shall be deemed amended to the extent necessary to effect the foregoing. (iv) The Buyer shall form one or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time two advisory boards (in Buyer's discretion) for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any Asheville and Hickory, North Carolina markets and shall offer to each member of the Company's rights hereunder shall require the concurrence Board of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares Directors (other than Parent and its Subsidiariesthe member elected or appointed to Buyer's and/or Buyer Bank's board of directors) at the Effective Time of the Merger membership or emeritus status on such advisory board(s). Beginning with service during calendar year 2003, the members of such advisory board(s) shall receive such fees as are determined by the Buyer, which fees shall be reasonably consistent with those paid to Buyer's other advisory board members.

Directors. (a) Promptly Subject to compliance with applicable Laws, promptly upon the purchase payment by Merger Sub the Purchaser for shares of Shares Seller Common Stock pursuant to the Offer, Offer and from time to time thereafter, Merger Sub Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board Seller board of directors as shall give Merger Sub representation on the Board is equal to the product of the total number of directors on the Board Seller board of directors (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares shares of Seller Common Stock beneficially owned by Merger Sub Parent or any Affiliate of Merger Sub at such time its Affiliates bears to the total number of Shares shares of Seller Common Stock then outstanding, and the Company Seller shall, at such timeupon request of Parent, promptly take all actions necessary to cause Merger Sub's Parent’s designees to be elected as directors of the Companyso elected, including increasing the size of the Board or securing including, if necessary, seeking the resignations of incumbent directors one or both. At such timesmore existing directors; provided, the Company however, that Parent shall use its best efforts be entitled to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only designate at least a majority of the OCC board) directors on the Seller board of directors (as long as Parent and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires its Affiliates beneficially own a majority of the then outstanding Shares on a fully diluted basisshares of Seller Common Stock of the Seller); provided, further, that prior to the Effective Time (as defined in Section 2.2), the Company Seller board of directors shall use its best efforts to ensure that all the always have at least two members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not officers, directors, employees or designees of Purchaser or any of its Affiliates (‘‘Purchaser Insiders’’). If the Company number of directors who are not Purchaser Insiders is reduced below two prior to the Effective Time, the remaining director who is not a Purchaser Insider shall remain members be entitled to designate a Person to fill such vacancy who is not a Purchaser Insider and who shall be a director not deemed to be a Purchaser Insider for all purposes of the Board and of such boards and committeesthis Agreement. (b) The Company Seller’s obligations to appoint Parent’s designees to the Seller board of directors shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder thereunder. Seller shall promptly take all actions required pursuant to such Section and Rule in order to fulfill its obligations under this Section 6.11 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company Seller and its officers and directors as is required under such Section 14(f) and Rule 14f-1 in order to fulfill such obligationsits obligations under this Section 1.3. Parent or Merger Sub shall will supply to the Company and be solely responsible for Seller any information with respect to either of them itself and their nominees, its officers, directors and affiliates Affiliates required by such Section 14(f) and Rule 14f-1Rule. (c) Following the election or appointment of Parent’s designees of Merger Sub pursuant to this Section 6.11, 1.3 and prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the CompanySeller, any extension by the Company Seller of the time for the performance of any of the obligations or other acts of Parent or Merger Sub the Purchaser or waiver of any of the Company's Seller’s rights hereunder shall hereunder, will require the concurrence of a majority at least one of the directors of the Company Seller then in office who neither were designated by Merger Sub nor are employees of the Company or is not a Purchaser Insider if no such directors are then in office, no such amendment, termination, extension or waiver shall would be effected which is materially reasonably likely to have an adverse to effect on the holders minority stockholders of Shares (other than Parent and its Subsidiaries)the Seller.

Directors. (a) Promptly Effective upon the purchase by Merger Sub of Shares pursuant to the OfferAcceptance Time, and from time to time thereafter, Merger Sub Parent shall be entitled to designate up to such the number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to of Directors that equals the product of (i) the total number of directors on the Board of Directors (giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by and (ii) the percentage that the aggregate number of Shares beneficially owned by Parent and/or Merger Sub or any Affiliate of Merger Sub at such time Subsidiary (including Shares accepted for payment) bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to shall cause Merger Sub's Parent’s designees to be elected as directors or appointed to the Board of the CompanyDirectors, including by increasing the size number of the Board or securing the directors and seeking and accepting resignations of incumbent directors or bothdirectors. At such timestime, the Company shall use its best efforts to also cause Persons individuals designated by Merger Sub Parent to constitute the same percentage as Persons designated by Merger Sub shall constitute number of members, rounded up to the Board of next whole number, on (iA) each committee of the Board of Directors and (some of whom may be required to be independent B) as required requested by applicable law)Parent, (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that of the Company has the right to appoint only a majority of the OCC board) (and (iii) each committee thereof) that represents the same percentage as such individuals represent on the Board of each such board, in each case only to the extent permitted by applicable lawDirectors. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basisAcceptance Time, the Company shall use its reasonable best efforts to ensure that all of the members of the Board and each committee of the Board Directors and such committees and boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board of Directors and of such committees and boards and committeesuntil the Effective Time. (b) The Company Company’s obligations to appoint Parent’s designees to the Board of Directors shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange 1934 Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 thereunder. The Company shall promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors directors, as is required under Section 14(f) and Rule 14f-1 require in order to fulfill such obligationsits obligations under this Section. Parent or Merger Sub shall supply to the Company in writing and be solely responsible for any information with respect to either of them itself and their its nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-114f-1 and the Company’s obligations under Section 2.03(b) shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s designees of Merger Sub pursuant to this Section 6.11, prior to 2.03(a) and until the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence approval of a majority of the directors of the Company then in office who neither were not designated by Merger Sub nor are employees Parent (the “Independent Directors”) shall be required to authorize (and such authorization shall constitute the authorization of the Company or if Board of Directors and no such directors are then in officeother action on the part of the Company, no such amendmentincluding any action by any other director of the Company, termination, extension or waiver shall be effected which is materially adverse required to authorize) any termination of this Agreement by the holders Company, any amendment of Shares (other than this Agreement requiring action by the Board of Directors, any extension of time for performance of any obligation or action hereunder by Parent or Merger Subsidiary and its Subsidiaries)any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company.

Directors. (a) Promptly upon the purchase of and payment by Merger Sub of Purchaser for Shares pursuant to the Offer, and from time to time thereafter, Merger Sub Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall give Merger Sub representation on the Board is equal to the product of the total number of directors on the such Board (giving effect to the directors elected designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Merger Sub or Purchaser, Parent and any Affiliate of Merger Sub at such time their affiliates (as defined in Rule 12b-2 under the Exchange Act) bears to the total number of Shares shares of Company Common Stock then outstanding, and the . The Company shall, at such time, promptly shall take all actions action necessary to cause Merger SubParent's designees to be elected as directors of or appointed to the Company, including increasing the size 's Board of the Board or securing Directors and to secure the resignations of such number of its incumbent directors or bothas is necessary to enable Parent's designees to be so elected to the Company's Board, and shall cause Parent's designees to be so elected. At such times, the The Company shall use its best efforts will take all action necessary to cause Persons individuals designated by Merger Sub Parent to constitute the same percentage as Persons designated by Merger Sub shall constitute of such individuals represent on the Company's Board of (i) Directors on each committee of the Board (some of whom may be required to be independent as required by applicable law)Board, (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable lawthe National Association of Securities Dealers (the "NASD") rules. Notwithstanding the foregoing, until the time Merger Sub acquires Effective Time (as defined in Section 1.5 hereof), the Company shall retain as members of its Board of Directors at least two (2) directors that are directors of the Company on the date hereof (the "Company Designees"), and Parent and Purchaser shall not vote their shares of Company Common Stock, or take any action, in each case inconsistent with this provision; PROVIDED, that subsequent to the purchase of and payment for Shares pursuant to the Offer, Parent shall always have its designees represent at least a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members entire Board of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committeesDirectors. (b) The Company's obligations under Section 1.3(a) shall be subject to Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder 14f-l in order to fulfill its obligations under this Section 6.11 and shall include in 1.3(a), including mailing to stockholders the Schedule 14D-9 information required by such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 14f-l as is necessary to fulfill such obligationsenable Parent's designees to be elected to the Company's Board of Directors. Parent or Merger Sub shall Purchaser will supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1.14f-l. (c) Following From and after the election or appointment time, if any, that Parent's designees constitute a majority of designees the Company's Board of Merger Sub pursuant to this Section 6.11, Directors and prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company BylawsAgreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or Purchaser hereunder, any waiver of any condition or any of the Company's rights hereunder, any other action by the Company hereunder shall require that would adversely affect the concurrence rights of the stockholders of the Company or the holders of Options (as defined in Section 2.1(d)) with respect to the transactions contemplated hereby may be effected only by the action of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees directors of the Company or on the date hereof, which action shall be deemed to constitute the action of the full Board of Directors; PROVIDED, that if there shall be no such directors are then in officedirectors, no such amendmentParent shall cause to be elected to the Board of Directors of the Company two persons who shall not be stockholders, termination, extension affiliates or waiver shall associates of Parent or Purchaser and none of the foregoing may be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries)without their consent.

Directors. (a) Promptly upon Each director elected by the purchase by Merger Sub holders of Shares pursuant to shares of Series C Preferred Stock or the Offerholders of shares of Series C Preferred Stock and Defaulted Parity Stock, as the case may be, as provided in Section 3.3 shall, unless his term shall expire earlier, hold office until the annual meeting of stockholders next succeeding his election or until his successor, if any, is elected and from time to time thereafter, Merger Sub qualified. In case any vacancy shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to the product of the total number of directors on the Board (giving effect to occur among the directors elected pursuant to this sentence) multiplied by the percentage that holders of shares of Series C Preferred Stock or the aggregate number holders of Shares beneficially owned shares of Series C Preferred Stock and Defaulted Parity Stock, as the case may be, as provided in Section 3.3, such vacancy may be filled for the unexpired portion of the term by Merger Sub vote of the remaining director theretofore elected by such holders (if there is a remaining director), or such director's successor in office. If any Affiliate such vacancy is not so filled within 20 days after the creation thereof or if both directors so elected by the holders of Merger Sub at such time bears Series C Preferred Stock or the holders of Series C Preferred Stock and Defaulted Parity Stock, as the case may be, shall cease to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's designees to be elected serve as directors before their terms shall expire, the holders of the CompanySeries C Preferred Stock or the holders of Series C Preferred Stock and Defaulted Parity Stock, including increasing as the size case may be, then outstanding and entitled to vote for such directors may, by written consent as herein provided, or at a special meeting of such holders called as provided herein, elect successors to hold office for the unexpired terms of the Board directors whose places shall be vacant. Any director elected by the holders of shares of Series C Preferred Stock voting separately as a single class or securing the resignations holders of incumbent directors shares of Series C Preferred Stock voting as a class with the holders of shares of Defaulted Parity Stock may be removed from office with or both. At such times, without cause by the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute vote or written consent of the Board holders of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only at least a majority of the OCC board) and (iii) each committee outstanding shares of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires Series C Preferred Stock or a majority of the then outstanding Shares on a fully diluted basisshares of Series C Preferred Stock and Defaulted Parity Stock, as the Company shall use its best efforts to ensure that all the members case may be. A special meeting of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Merger Sub pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent shares of Series C Preferred Stock or the holders of shares of Series C Preferred Stock and its Subsidiaries)Defaulted Parity Stock, as the case may be, may be called in accordance with the procedures set forth in Section 3.4.1.

Directors. (a) Promptly upon the purchase payment by Merger Sub the Purchaser or any of Shares Parent's direct or indirect subsidiaries pursuant to the Offer, Offer for such number of Shares which represent at least a majority of the outstanding Shares and from time to time thereafter, Merger Sub the Company shall increase the size of its Board of Directors to seven (7) members and the Purchaser shall be entitled to designate up members of the Company's Board of Directors such that the Purchaser, subject to such compliance with Section 14(f) of the Exchange Act, will have a number of directorsrepresentatives on the Board of Directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to the product of the total number of directors on the Board obtained by multiplying seven (giving effect to the directors elected pursuant to this sentence7) multiplied by the percentage that the aggregate number of Shares beneficially owned by Merger Sub or Parent and any Affiliate of Merger Sub at such time bears to the total number of Shares then outstanding, and the its subsidiaries. The Company shall, at such timeupon request by the Purchaser, promptly take all actions increase the size of the Board of Directors to the extent permitted by its Certificate of Incorporation and/or use its reasonable efforts to secure the resignations of such number of directors as is necessary to cause Merger Subenable the Purchaser's designees to be elected as directors of the Company, including increasing the size of to the Board or securing the resignations of incumbent directors or both. At such times, the Company Directors and shall use its best efforts to cause Persons designated by Merger Sub the Purchaser's designees to be so elected, provided, however, that in the event that Purchaser's designees are elected to, and constitute the same percentage as Persons designated by Merger Sub shall constitute of a majority of, the Board of (i) each committee Directors of the Board (some of whom may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoingCompany, until the time Merger Sub acquires a majority Effective Time, such Board of Directors shall have at least two directors who are directors of the then outstanding Shares Company on a fully diluted basisthe date of this Agreement (the "Continuing Directors") and, provided further that, in such event, if the number of Continuing Directors shall be reduced below two for any reason whatsoever, the Company remaining Continuing Director(s) shall use its best efforts designate a person to ensure that all fill such vacancy who shall be deemed to be a Continuing Director for purposes of this Agreement, or, if no Continuing Director then remain, the members other directors of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of Company on the date hereof who are not employees shall designate three persons to fill such vacancies, and such persons shall be deemed to be Continuing Directors for purposes of the Company shall remain members of the Board and of such boards and committees. (b) this Agreement. The Company shall promptly take take, at its expense, all actions action necessary to fulfill its obligations under this Section 1.3, including the mailing to the Company's stockholders of the information required pursuant to by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder thereunder, in order to fulfill its obligations under this Section 6.11 form and shall include in the Schedule 14D-9 such information with respect substance reasonably satisfactory to the Company Purchaser and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligationscounsel. Parent or Merger Sub The Purchaser shall supply to the Company and be solely responsible for any information furnished in writing to the Company specifically with respect to either of them the Purchaser and their its nominees, officers, directors and affiliates for use in connection with and required by by, such Section 14(f) and Rule 14f-1. 14f-1 Notwithstanding the foregoing, (ci) Following the election or appointment of designees of Merger Sub pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence affirmative vote of a majority of the directors Continuing Directors shall be required to terminate, amend, modify or waive any provision of this Agreement on behalf of the Company, or to approve any other action by the Company with respect to the Offer or the other transactions contemplated hereby, or the Certificate of Incorporation or Bylaws of the Company then in office who neither were designated by Merger Sub nor are employees which adversely affects the interests of the stockholders of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than the Parent, the Purchaser or the Merger Sub) with respect to such transactions and (ii) none of the Purchaser, the Merger Sub or Parent and shall, directly or indirectly, cause the Company to breach its Subsidiaries)obligations hereunder.

Directors. (a) Promptly upon after the purchase of and payment for the Shares by Merger Sub of Shares Purchaser pursuant to the Offer, and from time to time thereafter, Merger Sub Parent shall be entitled to designate up to such number of directorsdirectors (the "Parent Designees"), rounded up to the next whole number, on the Company's Board of Directors as shall give Merger Sub representation on the Board is equal to the product of the total number of directors on the such Board (after giving effect to any increase in the directors elected size of such Board pursuant to this sentenceSection 1.04) multiplied by the percentage that the aggregate number of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub Purchaser at such time (including Shares so accepted for payment) bears to the total number of Shares then outstanding; provided that, in the event the Minimum Condition shall have been satisfied, in no event shall the Parent Designees constitute less than a majority of the entire Board of Directors. In furtherance thereof, the Company shall, upon the request of Parent, use its reasonable best efforts promptly either to increase the size of its Board of Directors or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable the Parent Designees to be so elected or appointed to the Company's Board of Directors, and the Company shall, at shall take all actions available to the Company to cause the Parent Designees to be so elected or appointed. At such time, promptly the Company shall, if requested by Parent, also take all actions action necessary to cause Merger Sub's designees to be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use its best efforts to cause Persons persons designated by Merger Sub Parent to constitute at least the same percentage (rounded up to the next whole number) as Persons designated by Merger Sub shall constitute is on the Company's Board of the Board Directors of (i) each committee of the Company's Board (some of whom may be required to be independent as required by applicable law)Directors, (ii) each board of directors (or similar body) of each domestic Subsidiary (including OCC, realizing that as defined in Section 9.02) of the Company has the right to appoint only a majority of the OCC board) and (iii) each committee (or similar body) of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company's obligation to appoint Parent Designees to the Company's Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 and shall include in 1.04(a), including mailing to stockholders the Schedule 14D-9 information required by such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 (or including such information in the Schedule 14D-9 initially filed with the SEC and distributed to fulfill such obligationsthe stockholders of the Company) as is necessary to enable Parent Designees to be elected to the Company's Board of Directors. Parent or Merger Sub shall Purchaser will supply to the Company in writing and be solely responsible for any information with respect to either of them Parent and Purchaser and their nominees, officers, directors and affiliates to the extent required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.04 are in addition to and shall not limit any rights which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of applicable law with respect to the election of directors or otherwise. (c) Following Notwithstanding the election or appointment provisions of designees of Merger Sub pursuant to this Section 6.111.04, the parties hereto shall use their respective best efforts to ensure that at least two of the members of the Board shall, at all times prior to the Effective Time (as defined in Section 2.03), be directors of the Company who were directors of the Company on the date hereof (the "Continuing Directors"), provided that, if there shall be in office fewer than two Continuing Directors for any reason, the Board of Directors shall cause the person designated by the remaining Continuing Director to fill such vacancy who shall be deemed to be a Continuing Director for all purposes of this Agreement, or if no Continuing Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who will not be officers or employees or affiliates of the Company or Parent or any of their respective subsidiaries and such persons shall be deemed to be Continuing Directors for all purposes of this Agreement. From and after the time, if any, that the Parent Designees constitute a majority of the Company's Board of Directors and prior to the Effective Time, subject to the terms hereof, any amendment or modification of this Agreement Agreement, any amendment to the Company's restated certificate of incorporation or the Company Charter or Company Bylawsby-laws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or Purchaser hereunder, any waiver of any condition to the Company's obligations hereunder or any of the Company's rights hereunder shall require the concurrence of a majority of the directors of or other action by the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected hereunder which is materially adverse to adversely affects the holders of Shares (other than Parent or Purchaser may be effected only if there are in office one or more Continuing Directors and its Subsidiaries)such action is approved by the action of unanimous vote of the entire Board of Directors of the Company.

Directors. (a) Promptly upon the purchase by Merger Sub of any Shares pursuant to the OfferOffer (and assuming that the Minimum Condition has been satisfied), and from time to time thereafter, Merger Sub Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as shall will give Merger Sub Sub, subject to compliance with Section 14(f) of the Securities Exchange Act, representation on the Board of Directors of the Company equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors of the Company (giving effect to the directors appointed or elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Merger Sub Parent or any Affiliate affiliate of Merger Sub at Parent (including for purposes of this Section 1.3 such time Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by the Company) bears to the total number of Shares then outstanding. At such times, if requested by Parent, the Company shall also cause each committee of the Board of Directors of the Company and the Board of Directors of each Company Subsidiary (as hereinafter defined) to include persons designated by Parent constituting the same percentage of each such committee and the Board of Directors of each Company Subsidiary as Parent's designees are of the Board of Directors of the Company. The Company shall, at such timeupon request by Parent, promptly take all actions increase the size of the Board of Directors of the Company and of the Company Subsidiaries as is necessary to cause Merger Subenable Parent's designees to be elected as directors of the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee Directors of the Board (some Company and of whom may be required the Company Subsidiaries in accordance with the terms of this Section 1.3 and shall cause Parent's designees to be independent as required by applicable law)so elected; provided, (ii) each board however, that, subject to the following proviso, in the event that Parent's designees are appointed or elected to the Board of directors Directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority and of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoingCompany Subsidiaries, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of Effective Time (as hereinafter defined) the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees Directors of the Company shall remain members have at least one director who is a director on the date hereof and who is neither an officer of the Board and Company nor a designee, stockholder, affiliate or associate (within the meaning of the federal securities laws) of Parent (one or more of such boards directors, the "Independent Directors"); provided further, that if no Independent Directors remain, the other directors shall designate one person to fill one of the vacancies who shall not be either an officer of the Company or a designee, shareholder, affiliate or associate of Parent, and committees. (b) The such person shall be deemed to be an Independent Director for purposes of this Agreement. Subject to applicable Law, the Company shall promptly take all actions required action necessary pursuant to Section 14(f) of the Securities Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 1.3 and shall include in the Schedule 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Parent has not theretofore designated directors) such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 in order to fulfill such obligationsits obligations under this Section 1.3. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them itself and their its nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following . Notwithstanding anything in this Agreement to the election or appointment contrary, following the time directors designated by Parent constitute a majority of designees the Board of Merger Sub pursuant to this Section 6.11, Directors of the Company and prior to the Effective Time, any amendment the affirmative vote of a majority of the Independent Directors shall be required to (i) amend or terminate this Agreement or the Company Charter or Company Bylaws, any termination on behalf of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations (ii) exercise or other acts of Parent or Merger Sub or waiver of waive any of the Company's rights or remedies hereunder, (iii) extend the time for performance of Parent's obligations hereunder shall require or (iv) take any other action by the concurrence Company in connection with this Agreement required to be taken by the Board of a majority Directors of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries)Company.

Directors. (a) Promptly upon After the purchase by Merger Sub of Purchaser accepts for payment Shares tendered and not properly withdrawn pursuant to the OfferOffer (the “Acceptance Time”), and from time to time at all times thereafter, Merger Sub Parent shall be entitled to elect or designate up to such number of directors, rounded up to the next whole number, on the Company Board as shall give Merger Sub representation on the Board is equal to the product of the total number of directors on the Company Board (giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Merger Sub Parent, the Purchaser or any Affiliate of Merger Sub at such time their respective Subsidiaries bears to the total number of Shares then outstanding. After the Acceptance Time, and the Company shall, at such timeupon Parent’s request, promptly take all actions as are necessary or desirable to cause Merger Sub's enable Parent’s designees to be so elected as directors of or designated to the CompanyCompany Board, including but not limited to promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the Company Bylaws if necessary to increase the size of the Company Board) or promptly securing the resignations of such number of its incumbent directors directors, and shall cause Parent’s designees to be so elected or bothdesignated at such time. At such timesAfter the Acceptance Time, the Company shall use its best efforts to also, upon Parent’s request, cause Persons the directors elected or designated by Merger Sub Parent to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as Persons designated by Merger Sub shall constitute of is on the Company Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law)Company Board, (ii) each board of directors (or similar body) of each domestic Company Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee (or similar body) of each such board, in each case only to the extent permitted by applicable lawLaw and the Marketplace Rules of The NASDAQ Global Market (the “Nasdaq”). Notwithstanding After the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basisAcceptance Time, the Company shall use its best efforts also, upon Parent’s request, take all action necessary to ensure elect to be treated as a “controlled company” as defined by Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that all Parent, the members Purchaser or any of their respective affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable Law with respect to the Board and each committee election of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committeesdirectors or otherwise. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 and shall include in 1.3(b), including mailing to stockholders (together with the Schedule 14D-9 such 14D-9) any information with respect to the Company and its officers and directors as is required under by Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent enable Parent’s designees to be elected or Merger Sub shall supply designated to the Company and Board at the time or times contemplated by this Section 1.3. Parent shall supply or cause to be solely responsible for supplied to the Company any information with respect to either of them and Parent, the Purchaser, their nominees, respective officers, directors and affiliates and proposed designees to the Company Board required by such Section 14(f) and Rule 14f-1. (c) Following After Parent’s designees are elected or designated to, and constitute a majority of, the election or appointment of designees of Merger Sub Company Board pursuant to this Section 6.111.3(a), and prior to the Effective Time, the Company shall cause the Company Board to maintain at least three directors who are members of the Company Board on the date hereof, each of whom shall be an “independent director” as defined by Rule 4200(a)(15) of the Nasdaq Marketplace Rules and eligible to serve on the Company’s audit committee under the Exchange Act and Nasdaq rules and, at least one of whom shall be an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and the instructions thereto (the “Continuing Directors”); provided, however, that if any amendment Continuing Director is unable to serve due to death, disability or resignation, the Company shall take all necessary action (including creating a committee of the Company Board) so that the remaining Continuing Director or Continuing Directors shall be entitled to elect or designate another Person that satisfies the foregoing independence requirements to fill such vacancy, and such Person shall be deemed to be a Continuing Director for purposes of this Agreement Agreement. After Parent’s designees are elected or designated to, and constitute a majority of, the Company Board pursuant to Section 1.3(a), and prior to the Effective Time, in addition to any approvals of the Company Board or the stockholders of the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension as may be required by the Company of Certificate, the time for Company Bylaws or applicable Law, the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence affirmative vote of a majority of the directors Continuing Directors shall be required (i) for the Company to terminate this Agreement or amend this Agreement, (ii) for the Company to exercise or waive any of the Company’s rights, benefits or remedies under this Agreement, (iii) except as otherwise contemplated by this Agreement, to amend the Company Certificate or the Company Bylaws or (iv) to take any other action of the Company then Board under or in office who neither were designated by Merger Sub nor are employees of the Company or connection with this Agreement, in each case, if no such directors are then in officetermination, no such amendment, terminationexercise, extension waiver or waiver shall other action would reasonably be effected which is materially adverse expected to adversely affect in any material respect the holders of Shares (other than Parent and its Subsidiariesor the Purchaser); provided, however, that if there shall be no Continuing Directors as a result of such Persons’ deaths, disabilities or resignations, then such actions may be effected by majority vote of the entire Company Board.

Directors. (a) Promptly upon the purchase acceptance for payment of, and payment by Merger Sub for, any shares of Shares Company Common Stock pursuant to the Offer, and from time to time thereafter, Merger Sub shall be entitled to designate up such number of directors on the Company Board as will give Sub, subject to such compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to that equals the product of (i) the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that the aggregate (A) such number of Shares beneficially shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock otherwise owned by Merger Sub or any Affiliate other subsidiary of Merger Sub at such time Parent bears to (B) the total number of Shares then such shares outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's designees to be so elected as or appointed to the Company Board, provided that in the event that Sub's designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least three directors who are members of the Company Board on the date of this Agreement and who are not officers of the Company (the INDEPENDENT DIRECTORS); and provided further that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors shall be entitled to nominate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate two persons to fill such vacancies who are not officers, employees, stockholders or affiliates of the Company, including increasing the size Parent or Sub, and such persons shall be deemed to be Independent Directors for purposes of the Board or securing the resignations of incumbent directors or boththis Agreement. At such timesSubject to applicable Law, the Company shall use take all action requested by Parent necessary to effect any such election or appointment, including mailing to its best efforts to cause Persons designated by Merger Sub to constitute stockholders the same percentage as Persons designated by Merger Sub shall constitute of Information Statement containing the Board of (i) each committee of the Board (some of whom may be required to be independent as information required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 thereunder, and the Company shall include in make such mailing with the mailing of the Schedule 14D-9 such (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company and shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its officers and current directors as is required under Section 14(f) and Rule 14f-1 necessary to fulfill such obligations. Parent enable Sub's designees to be elected or Merger Sub shall supply appointed to the Company and Board as provided above. The Company shall also use its reasonable efforts to cause the Sub's designees to be solely responsible for proportionately represented on each committee of the Company Board (other than any information with respect committee of the Company Board established to either of them and their nominees, officers, directors and affiliates required by such Section 14(ftake action under this Agreement) and Rule 14f-1each board of directors of each subsidiary of the Company designated by Sub. (cb) Following the election or appointment of Sub's designees of Merger Sub pursuant to this Section 6.11, prior to 1.3(a) until the Effective Time, the concurrence of a majority of the Independent Directors shall be required for any amendment of to this Agreement or the Company Charter or Company BylawsAgreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Sub or Parent under this Agreement (except as expressly permitted hereunder), any recommendation to stockholders or any modification or withdrawal of any such recommendation, any retention of counsel or other acts of Parent advisors in connection with the transactions contemplated hereby, any required or Merger Sub permitted consent or action by the Company Board hereunder or any waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension Parent's or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries)Sub's obligations under this Agreement.

Directors. (a) Promptly upon the purchase acceptance for payment of, and payment for, Shares by Merger Sub of Shares Buyer pursuant to the Offer, and from time to time thereafter, Merger Sub Buyer shall be entitled to designate up to such number of directors, rounded up to the next whole number, directors on the Board of Directors of Seller as shall will give Merger Sub Buyer, subject to compliance with Section 14(f) of the Exchange Act, representation on the Seller's Board of Directors equal to the product of (i) the total number of directors on the Seller's Board of Directors and (giving effect to the directors elected pursuant to this sentenceii) multiplied by the percentage that the aggregate number of Shares beneficially owned shares of Seller Common Stock purchased by Merger Sub or any Affiliate of Merger Sub at such time Buyer in the Offer bears to the total number of Shares then shares of Seller Common Stock outstanding, and the Company Seller shall, at such time, promptly take all actions necessary to cause Merger SubBuyer's designees to be so elected as directors by its existing Board of Directors; provided, that in the Company, including increasing the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use its best efforts event that Buyer's designees are elected to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee Directors of the Board (some of whom may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoingSeller, until the time Merger Sub acquires a majority Effective Time such Board of Directors shall have at least two directors who are directors of Seller on the then outstanding Shares on a fully diluted basisdate of this Agreement and who are not officers of Seller or any of its Subsidiaries (the "INDEPENDENT DIRECTORS") and; provided further that, in such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever, the Company remaining Independent Director shall use its best efforts designate a person to ensure that all fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the members other directors of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of Seller on the date hereof shall designate two persons to fill such vacancies who are shall not employees be officers or affiliates of the Company Seller or any of its Subsidiaries, or officers or affiliates of Buyer or any of its Subsidiaries, and such persons shall remain members be deemed to be Independent Directors for purposes of the Board and of such boards and committees. (b) The Company this Agreement. Subject to applicable law, Seller shall promptly take all actions action requested by Buyer necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required pursuant to by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order thereunder, and Seller agrees to fulfill its obligations under this Section 6.11 and shall include in make such mailing with the mailing of the Schedule 14D-9 such (provided that Buyer shall have provided to Seller on a timely basis all information required to be included in the Information Statement with respect to Buyer's designees). In connection with the Company and foregoing, Seller will promptly, at the option of Buyer, either increase the size of the Seller's Board of Directors and/or obtain the resignation of such number of its officers and current directors as is required under Section 14(f) necessary to enable Buyer's designees to be elected or appointed to, and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Merger Sub pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence of constitute a majority of the directors Seller's Board of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries)Directors as provided above.

Directors. (a) Promptly Effective upon the purchase acceptance for payment by Merger Sub Offeror of Shares shares pursuant to the OfferOffer such that Buyer or MergerCo shall own at least a majority of the Fully Diluted Shares, and from time to time thereafter, Merger Sub the Offeror shall be entitled to designate up to such the number of directorsDirectors, rounded up to the next whole number, on the Company's Board as shall give Merger Sub representation on the Board equal to of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by and (ii) the percentage that the aggregate number of Shares beneficially shares of Company Common Stock owned by Merger Sub or any Affiliate Offeror (including shares of Merger Sub at such time Company Common Stock accepted for payment) bears to the total number of Shares then of Company Common Stock outstanding, and the Company shall, at such time, promptly shall take all actions action necessary to cause Merger SubOfferor's designees to be elected as directors of or appointed to the Company's Board of Directors, including including, without limitation, increasing the size number of the Board or securing the directors, and seeking and accepting resignations of incumbent directors or bothdirectors. At such times, the Company shall will use its best efforts to cause Persons individuals designated by Merger Sub Offeror to constitute the same percentage as Persons designated by Merger Sub shall constitute of such individuals represent on the Company's Board of Directors of (ix) each committee of the Board (some other than any committee of whom may be required the Board established to be independent as required by applicable lawtake action under this Agreement), (iiy) each board of directors of each domestic Subsidiary (including OCC, realizing that of the Company has the right to appoint only a majority of the OCC board) and (iiiz) each committee of each such board. provided; however, that in each case only the event that Offeror's designees are elected to the extent permitted by applicable law. Notwithstanding Board of Directors of the foregoingCompany, until the time Merger Sub acquires Effective Time, such Board of Directors shall have at least two directors who are directors of the Company on the date of this Agreement and who are not officers of the Company or any of its subsidiaries (the "Independent Directors") and; provided further that, in such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining Independent Director shall designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors of the Company on the date hereof shall designate two persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its Subsidiaries, or officers or affiliates of Buyer or any of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, the affirmative vote of the majority of the then outstanding Shares on a fully diluted basisIndependent Directors shall be required to (i) amend or otherwise modify the Articles of Organization of the Company, (ii) approve any amendment, modification or waiver by the Company shall use its best efforts to ensure of any provisions of this Agreement or (iii) approve any other action by the Company that all materially adversely affects the members interests of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees stockholders of the Company shall remain members (other than Buyer or MergerCo) with respect to the transactions contemplated hereby, including without limitation, any actions which would constitute a breach by the Company of the Board and of such boards and committeesits representations, warranties or covenants contained herein. (b) The Company Company's obligations to appoint designees to the Board of Directors shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order thereunder. Subject to fulfill applicable law, the Company shall promptly take all action requested by Offeror necessary to effect any such election, including mailing to its obligations under this stockholders the information statement containing the information required by Section 6.11 14(f) of the Exchange Act and shall include in Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 such (provided that Offeror shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Offeror's designees). In connection with the foregoing, the Company and will promptly, at the option of Offeror, either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its officers and current directors as is required under Section 14(f) necessary to enable Offeror's designees to be elected or appointed to, and Rule 14f-1 to fulfill such obligationsconstitute a majority of the Company's Board of Directors as provided above. Parent or Merger Sub shall Offeror will supply to the Company in writing and be solely responsible for any information with respect to either of them itself and their its nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Merger Sub pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries).

Directors. (a) Promptly upon Upon the purchase acceptance for payment of, ---------- and payment by Merger Sub for, any shares of Shares Company Common Stock pursuant to the Offer, and from time to time thereafter, Merger Sub shall be entitled designate such number (subject to designate up the other provisions of this Section 6.10) of directors on the Company Board as will give Sub, subject to such compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to which is the product of (a) the total number of directors on the Company Board (giving effect to the directors elected or appointed pursuant to this sentence) multiplied by (b) the percentage that the aggregate (i) such number of Shares beneficially shares of Company Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Capital Stock otherwise owned by Merger Parent or Sub or any Affiliate other subsidiary of Merger Sub at such time Parent bears to (ii) the total number of Shares shares of Company Capital Stock then outstanding. Sub's designees shall be divided among the classes of directors so as to comply with the requirements of the Company Charter and the Company By-laws. In furtherance thereof, and the Company shall, at such timetime and at Sub's option, promptly take all actions use its best efforts either to increase the size of the Company Board or to secure the resignations of such number of its incumbent directors, or both, as is necessary to cause Merger enable Sub's designees to be elected or appointed to the Company Board as provided above. Notwithstanding any other provision of this Agreement, in the event that Sub's designees are appointed or elected to the Company Board, until the Effective Time the Company Board shall have at least two directors who are Directors on the date of this Agreement (the "Independent Directors"); and provided further that, in such ---------------------- ---------------- event, if the number of Independent Directors shall be reduced below two for any reason whatsoever, the remaining Independent Director shall be entitled to designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who are not directors, officers, employees, stockholders or affiliates of the Company, including increasing the size Parent, Sub or any affiliate of the Board or securing the resignations Parent and such persons shall be deemed to be Independent Directors for purposes of incumbent directors or boththis Agreement. At such timesSubject to applicable Law, the Company shall use take all action requested by Parent necessary to effect any such election, including mailing to its best efforts to cause Persons designated by Merger Sub to constitute stock holders the same percentage as Persons designated by Merger Sub shall constitute of Information Statement containing the Board of (i) each committee of the Board (some of whom may be required to be independent as information required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 thereunder, and the Company shall include in make such mailing with the mailing of the Schedule 14D-9 such (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1Sub's designees). (cb) Following From and after the election or appointment of first time (the "Control Time") that designees of Merger Sub pursuant to this Section 6.11, constitute a majority of the Company Board and prior to the Effective Time, subject to the terms hereof, any amendment or modification of this Agreement or Agreement, any amendment to the Company Charter or the Company BylawsBy-laws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or hereunder, any waiver of any condition to the Company's obligations hereunder or any of the Company's rights hereunder shall require the concurrence of a majority of the directors of or any other action by the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected hereunder which is materially adverse to the adversely affects holders of Shares Company Common Stock (other than Parent or Sub) may be effected only if there are in office one or more Independent Directors and its Subsidiaries)such action is approved by a majority vote of a quorum of the Company Board, such majority to include an Independent Director.

Directors. (a) Promptly upon the purchase by Merger Sub Each share of Shares pursuant to the Offer, and from time to time thereafter, Merger Sub Participating Preferred Stock shall be entitled to designate up one vote, and holders of fractional shares shall have the right to a fractional vote. Upon election, such directors shall become additional directors of the Corporation and the authorized number of directors of the Corporation shall thereupon be automatically increased by such number of directors, rounded up . Such right of the holders of Participating Preferred Stock to the next whole number, elect directors may be exercised until all dividends in default on the Board as Participating Preferred Stock shall give Merger Sub representation on have been paid in full, and dividends for the Board equal to current dividend period declared and funds therefor set apart, and when so paid and set apart, the product right of the total holders of Participating Preferred Stock to elect such number of directors on shall cease, the Board (giving effect to the term of such directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub at such time bears to the total number of Shares then outstandingshall thereupon terminate, and the Company authorized number of directors of the Corporation shall thereupon return to the number of authorized directors otherwise in effect, but subject always to the same provisions for the vesting of such special voting rights in the case of any such future dividend default or defaults. The fact that dividends have been paid and set apart as required by the preceding sentence shall be evidenced by a certificate executed by the President and the Chief Financial Officer of the Corporation and delivered to the Board of Directors. The directors so elected by holders of Participating Preferred Stock shall serve until the certificate described in the preceding sentence shall have been delivered to the Board of Directors or until their respective successors shall be elected or appointed and qualify. At any time when such special voting rights have been so vested in the holders of the Participating Preferred Stock, the Secretary of the Corporation may, and upon the written request of the holders of record of 10% or more of the number of shares of the Participating Preferred Stock then outstanding addressed to such Secretary at the principal office of the Corporation in the State of Illinois, shall, at such time, promptly take all actions necessary to cause Merger Sub's designees call a special meeting of the holders of the Participating Preferred Stock for the election of the directors to be elected by them as directors hereinabove provided, to be held in the case of such written request within forty (40) days after delivery of such request, and in either case to be held at the place and upon the notice provided by law and in the By-laws of the CompanyCorporation for the holding of meetings of stockholders; provided, including increasing however, that -------- ------- the size of the Board or securing the resignations of incumbent directors or both. At Secretary shall not be required to call such times, the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of a special meeting (i) each committee if any such request is received less than ninety (90) days before the date fixed for the next ensuing annual or special meeting of the Board (some of whom may be required to be independent as required by applicable law), stockholders or (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until if at the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basisany such request is received, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Merger Sub pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares Participating Preferred Stock are not entitled to elect such directors by reason of the occurrence of an event specified in the third sentence of subparagraph (other than Parent and its Subsidiaries)d) below.

Directors. (a) Promptly upon Within two business days after the purchase acceptance for payment of, and payment by Merger Sub for, a number of Shares pursuant shares of Company Common Stock such that Parent and Merger Sub shall own at least two-thirds of the outstanding Company Common Stock (the "Director Change Date"), and provided that the Escrow Agreement has been fully executed by the parties thereto and the "Escrow Amount" (as defined in the Escrow Agreement) has been delivered to the Offer, and from time to time thereafter"Escrow Agent" (as defined in the Escrow Agreement), Merger Sub shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to the product of the total number of three directors on the Board of Directors of the Company (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by "Merger Sub or any Affiliate of Merger Sub at such time bears to the total number of Shares then outstandingDirectors"), and the Company shallshall be entitled to designate one director who is a director on the date hereof and who is otherwise not (a) an employee, officer, director or affiliate of Parent or Merger Sub or (b) an employee or officer of the Company (the "Independent Director"). If for any reason and at such timeany time prior to the Effective Time, promptly take all actions necessary to cause Merger Sub's designees to be elected as directors no Independent Director is serving on the Board of Directors of the Company, including increasing then the size Merger Sub Directors shall designate one person to fill such vacancy who shall not be (1) an employee, officer, director or affiliate of Parent or Merger Sub or (2) an employee or officer of the Board or securing Company, to serve as the resignations Independent Director, and such person shall be deemed to be an Independent Director for purposes of incumbent directors or boththis Agreement. At such timesSubject to applicable law, the Company shall use its best efforts to cause Persons designated take all action requested by Merger Sub necessary to constitute effect any such appointment or election, including mailing to its shareholders the same percentage as Persons designated by Merger Sub shall constitute of Information Statement containing the Board of (i) each committee of the Board (some of whom may be required to be independent as information required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order thereunder, and the Company agrees to fulfill its obligations under this Section 6.11 and shall include in make such mailing with the mailing of the Schedule 14D-9 such (provided that Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Sub's designees). In connection with the foregoing, the Company will obtain in advance and hold in escrow the written resignation of each member of its officers Board of Directors other than the Independent Director and directors shall accept such resignations as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to of the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1Director Change Date. (cb) Following the election or appointment of designees of the Merger Sub Directors pursuant to this Section 6.11, 7.13(a) and prior to the Effective Time, the approval of the Independent Director shall be required to authorize any amendment of matter relating to this Agreement or the Company Charter or Company BylawsMerger on behalf of the Company, including, without limitation, (i) any termination of this Agreement by the Company, (ii) any amendment of this Agreement, (iii) any extension by the Company of the time for the performance of any of the obligations obligation or any other acts act of Parent or Merger Sub under this Agreement (except with respect to any extension of the Offer as determined in Sections 1.01(b) or 1.01(c) hereof) and (iv) any waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who neither were designated compliance by Parent or Merger Sub nor are employees with any provision of this Agreement for the benefit of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares the Company Common Stock (other than including, without limitation, Section 7.05); provided, however, that prior to the Effective Time of the Merger, no amendment or waiver may be effected with respect to the provisions of Section 7.05 without the express written consent of all persons who would be adversely affected by such amendment or waiver. (c) If the approval of the Independent Director is sought in connection with the actions set forth in Section 7.13(b), the Independent Director shall have the right to retain independent legal counsel reasonably acceptable to the Independent Director and Parent, and Parent shall pay the reasonable legal fees and its Subsidiaries)expenses incurred by such legal counsel. (d) At all times on and after the Offer Closing Date and through and including the Effective Time, Parent shall include Independent Director on Parent's "Directors and Officers" insurance policy, such that the Independent Director shall be entitled to all the rights that Parent's directors and officers are entitled to at any time under such policy.

Directors. (a) Promptly upon the purchase acceptance for payment of, and payment for, Shares by Merger Sub of Shares pursuant to the Offer, and from time to time thereafter, Merger Sub shall be entitled to designate up to such number of directors, rounded up to the next whole number, directors on the Board of Directors of the Company as shall will give Merger Sub Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company's Board of Directors equal to the product of (i) the total number of directors on the Company's Board of Directors and (giving effect to the directors elected pursuant to this sentenceii) multiplied by the percentage that the aggregate number of Shares beneficially owned purchased by Merger Sub or any Affiliate of Merger Sub at such time in the Offer bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly take all actions necessary to cause Merger Sub's designees to be so elected as directors by its existing Board of Directors; provided, however, that in the event that Sub's designees are elected to the Board of Directors of the Company, including increasing until the size Effective Time such Board of Directors shall have at least two directors who are directors of the Board Company on the date of this Agreement and who are not officers of the Company or securing any of its subsidiaries (the resignations "Independent Directors") and; provided further that, in such event, if the number of incumbent Independent Directors shall be reduced below two for any reason whatsoever, the remaining Independent Director shall designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors of the Company on 43 the date hereof shall designate two persons to fill such vacancies who shall not be officers or bothaffiliates of the Company or any of its subsidiaries, or officers or affiliates of Parent or any of its subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. At such timesSubject to applicable law, the Company shall use take all action requested by Parent necessary to effect any such election, including mailing to its best efforts to cause Persons designated by Merger Sub to constitute stockholders the same percentage as Persons designated by Merger Sub shall constitute of Information Statement containing the Board of (i) each committee of the Board (some of whom may be required to be independent as information required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order thereunder, and the Company agrees to fulfill its obligations under this Section 6.11 and shall include in make such mailing with the mailing of the Schedule 14D-9 such (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to will promptly, at the Company and be solely responsible for any information with respect to option of Parent, either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following increase the election or appointment of designees of Merger Sub pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any size of the Company's rights hereunder shall require Board of Directors and/or obtain the concurrence resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to, and to constitute a majority of the directors Company's Board of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiaries)Directors as provided above.

Directors. Subject to article 94, the number of Directors shall not be less than two (athe “prescribed minimum”) Promptly upon the purchase by Merger Sub of Shares pursuant to the Offer, nor more than thirteen and from time to time thereafter, Merger Sub shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Board as shall give Merger Sub representation on the Board equal to the product of the total number of directors on determined by the Board (giving effect to the directors elected pursuant to this sentence) multiplied by “Authorised Number”). The continuing Directors may act notwithstanding any vacancy in their body provided that, if the percentage number of the Directors is reduced below the prescribed minimum, the remaining Director or Directors shall appoint forthwith an additional Director or additional Directors so that the aggregate number Board comprises such minimum or shall convene a general meeting of Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub at such time bears to the total number of Shares then outstanding, and the Company shallfor the purpose of making such appointment. If, at such time, promptly take all actions necessary to cause Merger Sub's designees to be elected as directors any general meeting of the Company, including increasing (a) the size of the Board or securing the resignations of incumbent directors or both. At such times, the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing Chairman determines that the Company has number of persons properly nominated to serve as Directors exceeds the right to appoint only a majority of the OCC board) Authorised Number and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) the number of Directors is reduced below the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 and shall include in the Schedule 14D-9 such information with respect Authorised Number due to the Company and its officers and directors failure of one or more Directors to be elected or re-elected (as is required under Section 14(fthe case may be) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of designees of Merger Sub pursuant to this Section 6.11, prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence way of a majority of the directors votes cast at that meeting or any adjournment thereof, then from the persons properly nominated to serve as Directors those receiving the highest number of votes in favour of election or re-election (as the case may be) shall be elected or re-elected (as the case may be) to the Board so that the number of Directors equals the Authorised Number and shall be Directors until the next annual general meeting. Where the number of Directors falls to less than the Authorised Number and there are no Director or Directors capable of acting then any two members may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to the provisions of the Acts and these articles) only until the conclusion of the annual general meeting of the Company then in office who neither were designated by Merger Sub nor are employees next following such appointment. If, at any meeting of the Company Company, resolutions are passed by a majority of the votes cast at that meeting or if no any adjournment thereof in respect of the election or re-election (as the case may be) of Directors which would result in the Authorised Number being exceeded, then those Director(s), in such directors are then number as exceeds such Authorised Number, receiving at that meeting the lowest number of votes in officefavour of election or re-election (as the case may be) shall, no such amendmentnotwithstanding the passing of any resolution by a majority of the votes cast at that meeting or any adjournment thereof in their favour, termination, extension not be elected or waiver shall be effected which is materially adverse re-elected (as the case may be) to the holders Board; provided, that nothing in this provision will require or result in the removal of Shares (other than Parent and its Subsidiaries)a Director whose election or re-election to the Board was not voted on at such meeting.

Directors. (a) Promptly upon the purchase by Merger Sub Offer Acceptance Time and all times thereafter, subject to compliance with applicable Laws and the applicable rules and regulations of Shares pursuant to the Offer, and from time to time thereafterNYSE Listed Company Manual, Merger Sub shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board as shall give Merger Sub representation on the Board is equal to the product of (i) the total number of directors on the Company Board (after giving effect to the directors elected designated by Merger Sub pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number voting power of Shares at such time beneficially owned by Parent, Merger Sub or and any Affiliate of Merger Sub at such time their Affiliates bears to the total number voting power of Shares then issued and outstanding. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company shall, upon Merger Sub’s request at such timeany time following the Offer Acceptance Time, promptly take all such actions necessary to cause (A) appoint to the Company Board the individuals designated by Merger Sub's designees Sub and permitted to be elected as directors so designated by the first sentence of this Section 1.3(a), including, but not limited to, promptly filling vacancies or newly created directorships on the CompanyCompany Board, including promptly increasing the size of the Company Board or (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or both. At such times, desirable to enable Merger Sub’s designees to be so elected or designated to the Company shall use its best efforts Board, and (B) cause Merger Sub’s designees to be so appointed at such time. The Company shall, upon Merger Sub’s request following the Offer Acceptance Time, also cause Persons elected or designated by Merger Sub to constitute the same percentage (rounded up to the next whole number) as Persons designated by Merger Sub shall constitute of is on the Company Board of (i) each committee of the Company Board (some of whom may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable lawLaws and the NYSE Listed Company Manual. Notwithstanding the foregoing, until the time Merger Sub acquires a majority The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board Exchange Act and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 1.3(a), including mailing to stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 not later than such time as is necessary to enable Merger Sub’s designees to be designated to the Company Board at the Offer Acceptance Time. Merger Sub shall include in and Parent shall cause Merger Sub to supply the Schedule 14D-9 such Company with, and be solely responsible for, information with respect to the Company Merger Sub’s designees and its officers Parent’s and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, Sub’s respective officers, directors and affiliates to the extent required by such Section 14(f) of the Exchange Act and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Merger Sub, Parent or any of their respective Affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable Laws with respect to the election of directors or otherwise. (cb) Following In the election or appointment of event that Merger Sub’s designees of Merger Sub are designated to the Company Board pursuant to Section 1.3(a), then, until the Effective Time, the Company shall cause the Company Board to maintain three (3) directors who are members of the Company Board on the date hereof and who are not officers, directors or employees of Parent, Merger Sub, or any of their Affiliates, each of whom shall be an “independent director” under Section 303A.00 of the NYSE Listed Company Manual and eligible to serve on the Company’s audit committee under the Exchange Act and NYSE Listed Company Manual (the “Continuing Directors”), and at least one of whom shall be an “audit committee financial expert” as defined in Items 407(d)(5)(ii) and (iii) of Regulation S-K; provided, however, that if the number of Continuing Directors is reduced below three for any reason, the Company shall take all necessary action (including creating a committee of the Company Board) so that the remaining Continuing Director(s) shall be entitled to elect or designate another Person (or Persons) to fill such vacancy, and such Person (or Persons) shall be deemed to be a Continuing Director for purposes of this Agreement. If no Continuing Director then remains, the other directors on the Company Board shall designate three Persons who are not officers, directors or employees of Parent, Merger Sub, or any of their affiliates, each of whom shall be an “independent director” under Section 6.11303A.00 of the NYSE Listed Company Manual and eligible to serve on the Company’s audit committee under the Exchange Act and NYSE Listed Company Manual, and at least one of whom shall be an “audit committee financial expert” as defined in Items 407(d)(5)(ii) and (iii) of Regulation S-K, to fill such vacancies and such Persons shall be deemed Continuing Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Merger Sub’s designees constitute a majority of the Company Board after the Offer Acceptance Time and prior to the Effective Time, any amendment then the affirmative vote of this Agreement a majority of the Continuing Directors (or in the case where there are two or fewer Continuing Directors, the concurrence of all Continuing Directors) shall (in addition to the approval rights of the Company Board or the stockholders of the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension as may be required by the Company of Organizational Documents or applicable Laws) be required (i) for the Company to amend, modify or terminate this Agreement, (ii) for the Company to extend the time for the performance of any of the obligations or other acts of Parent or Merger Sub hereunder, (iii) to exercise or waiver of waive any of the Company's rights hereunder shall require ’s material rights, benefits or remedies hereunder, (iv) for any amendment to the concurrence of a majority of Company Organizational Documents that adversely affects or would reasonably be expected to adversely affect the directors stockholders of the Company then in office who neither were designated by (other than Parent, Merger Sub nor are employees or any of their Affiliates), or (v) to take any other action of the Company Board under or in connection with this Agreement if no such directors are then action would adversely affect (in officea non-de minimis manner), no such amendmentor would reasonably be expected to adversely affect (in a non-de minimis manner), termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent, Merger Sub or any of their Affiliates); provided, however, such affirmative vote of a majority of the Continuing Directors shall in no event be required for the consummation of the Top-Up Option or the Merger in accordance with this Agreement. The Continuing Directors shall have, and Parent shall cause the Continuing Directors to have, the authority to retain such counsel (which may include current counsel to the Company or the Company Board) in reasonable circumstances and its Subsidiaries)other advisors at the expense of the Company as determined by the Continuing Directors, and the authority to institute any action on behalf of the Company to enforce performance of this Agreement or any of the Company’s rights hereunder, in each case until the Closing. Following the Offer Acceptance Time and prior to the Effective Time, unless required by applicable Law or applicable fiduciary duties or for removal for good cause, neither Parent nor Merger Sub shall take any action to remove any Continuing Director.

Directors. (a) Promptly upon after the purchase by Merger Sub of Shares pursuant to the OfferAcceptance Time, and from time to time thereafter, Merger Sub shall Purchaser will be entitled to designate up to such number of directors, rounded up to the next nearest whole number, on the Board of Directors of the Company (the “Purchaser Designees”) as shall will give Merger Sub Purchaser representation on the Board of Directors of the Company equal to the product of (i) the total number of directors on the Board of Directors of the Company (after giving effect to the directors elected pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Merger Sub Parent or any Affiliate of Merger Sub Purchaser at such time (including Shares so accepted for payment) bears to the total number of Shares then outstandingoutstanding on a Fully Diluted basis, and the Company shallwill, at such timeupon request by Purchaser, promptly take all actions necessary to cause Merger Sub's designees to be elected as directors of the Company, including increasing increase the size of the Board of Directors of the Company or securing use commercially reasonable efforts to seek the resignations of incumbent such number of directors as is necessary to provide Purchaser with such level of representation and will use commercially reasonable efforts to cause the Purchaser Designees to be so elected or bothappointed. At such timesFrom and after the Acceptance Time, the Company shall shall, upon Parent’s request, to the extent permitted by the applicable requirements of the SEC and NASDAQ, use its best commercially reasonable efforts to cause Persons designated by Merger Sub Purchaser Designees to constitute at least the same percentage (rounded up to the next whole number) as Persons designated by Merger Sub shall constitute is on the Board of Directors of the Board Company of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law)Directors of the Company, (ii) each board of directors (or similar body) of each domestic wholly-owned Subsidiary (including OCC, realizing that of the Company has the right to appoint only a majority of the OCC board) and (iii) each committee (or similar body) of each such board, in each case only . The Company’s obligation to appoint Purchaser Designees to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority Board of Directors of the then outstanding Shares on a fully diluted basisCompany will be subject to Section 14(f) of the Exchange Act. At the request of Purchaser, the Company shall use its best efforts will file with the SEC and mail (or otherwise disseminate as permitted under Applicable Law) to ensure that all the members Company’s shareholders the information required by Section 14(f) of the Board Exchange Act and each committee Rule 14f-1 promulgated thereunder. Parent and Purchaser will supply to the Company all information with respect to themselves and their respective officers, directors and Affiliates required by Section 14(f) of the Board Exchange Act and Rule 14f-1 promulgated thereunder, and Parent and Purchaser will be solely responsible for such boards and committees information. For purposes of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of this Agreement, such boards and committees. (b) The Company shall promptly take all actions information required pursuant to by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order that is filed with the SEC and mailed (or otherwise disseminated as permitted under Applicable Law) to fulfill its obligations under this Section 6.11 and shall include in the Company’s shareholders will be considered part of the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-114D-9. (cb) Following Notwithstanding the election or appointment provisions of designees of Merger Sub pursuant to this Section 6.111.3, at least three (3) of the members of the Board of Directors of the Company shall, at all times prior to the Effective Time, be directors of the Company who were directors of the Company on the date hereof and who qualify as independent directors for purposes of the continued listing requirements of NASDAQ (the “Independent Directors”); provided that if there shall be in office less than three (3) Independent Directors for any reason, the Board of Directors of the Company shall elect the Person designated by the remaining Independent Director or Directors to fill such vacancy and such Person shall be deemed to be an Independent Director for all purposes of this Agreement, or if no Independent Directors then remain, the other directors of the Company then in office shall designate and elect three (3) Persons to fill such vacancies who will not be directors, officers, employees or Affiliates of Parent or Purchaser and such Persons shall be deemed to be Independent Directors for all purposes of this Agreement. From and after the time that any Purchaser Designees join the Board of Directors of the Company and prior to the Effective Time, subject to the terms hereof, (i) any amendment or modification of this Agreement or the Company Charter or Company BylawsAgreement, (ii) any termination of this Agreement by the Company, (iii) any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or Purchaser hereunder, (iv) any waiver of any condition to the Company’s obligations hereunder or any of the Company's ’s rights hereunder shall require or (v) any amendment to the concurrence Company Charter Documents may be effected only if (in addition to the approval of the Board of Directors of the Company as a whole) there are in office one (1) or more Independent Directors and such action is approved by a majority of the directors Independent Directors then in office. For purposes of considering any matter set forth in this Section 1.3(b), the Independent Directors will be permitted to meet without the presence of the other directors. The Independent Directors will have the authority to retain such counsel (which may include current counsel to the Company) and other advisors at the expense of the Company then in office who neither were designated as determined by Merger Sub nor are employees the Independent Directors and will have the authority to institute any action on behalf of the Company to enforce performance of this Agreement or if no such directors are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to any of the holders of Shares (other than Parent and its Subsidiaries)Company’s rights hereunder.

Directors. (a) Promptly Effective upon the purchase by Merger Sub acceptance for payment of any Shares pursuant to the Offer, and from time to time thereafter, Merger Sub Parent shall be entitled to designate up to such the number of directors, rounded up to the next whole number, on the Company's Board as shall give Merger Sub representation on the Board equal to of Directors that equals the product of (i) the total number of directors on the Company's Board of Directors (giving effect to the election of any additional directors elected pursuant to this sentenceSection) multiplied by and (ii) the percentage that the aggregate number of Shares beneficially owned by Parent and/or Merger Sub or any Affiliate of Merger Sub at such time Subsidiary (including Shares accepted for payment) bears to the total number of Shares then outstanding, and the Company shall, at such time, promptly shall take all actions action necessary to cause Merger SubParent's designees to be elected as directors of or appointed to the Company's Board of Directors, including including, without limitation, increasing the size number of the Board or securing the directors, and seeking and accepting resignations of incumbent directors or bothdirectors. At such timestime, the Company shall will also use its best efforts to cause Persons individuals designated by Merger Sub Parent to constitute the same percentage as Persons designated by Merger Sub shall constitute number of members, rounded up to the Board of next whole number, on (i) each committee of the Board (some of whom may be required to be independent as required by applicable law), and (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that of the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee thereof) that represents the same percentage as such individuals represent on the Board of Directors of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committeesCompany. (b) The Company Company's obligations to appoint Parent's designees to the Board of Directors shall promptly take all actions required pursuant be subject to Section 14(f) of the Exchange 1934 Act and Rule 14f-1 14f- 1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 thereunder. The Company shall promptly take all actions, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors directors, as is required under Section 14(f) and Rule 14f-1 require in order to fulfill such obligationsits obligations under this Section. Parent or Merger Sub shall supply to the Company in writing and be solely responsible for any information with respect to either of them itself and their its nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. (c) Following the election or appointment of Parent's designees of Merger Sub pursuant to this Section 6.11, prior to 2.03(a) and until the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence approval of a majority of the directors of the Company then in office who neither were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Board of Directors and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub nor are employees Subsidiary and any enforcement of or any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or if no (and the directors designated by Parent shall leave any Board of Directors meeting for the period during which such directors matters are then in office, no such amendment, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent and its Subsidiariesbeing considered).

Directors. (a) Promptly Subject to compliance with applicable Laws, promptly upon the purchase payment by Merger Sub of Parent for Company Common Shares pursuant to the Offer, Offer and from time to time thereafter, Merger Sub thereafter Parent shall be entitled to designate up to such number of directors, rounded up to the next whole number, on the Company Board as shall give Merger Sub representation on the Board is equal to the product of the total number of directors on the Company Board (determined after giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Company Common Shares beneficially owned by Merger Sub or any Affiliate of Merger Sub at such time Parent and its controlled Subsidiaries bears to the total number of Company Common Shares then outstandingoutstanding (including Company Common Shares that are accepted for payment, but excluding any shares held by the Company or any of its Subsidiaries), and the Company shall, at such timeupon request of Parent, promptly take all actions necessary to cause Merger Sub's Parent’s designees to be elected so elected, including, if necessary, seeking the resignations of one or more existing directors; provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company Board (as long as Parent and its controlled Subsidiaries beneficially own a majority of the outstanding Company Common Shares, which for these purposes shall exclude any Company Common Shares held by the Company or any of its Subsidiaries); and provided, further, that prior to the Effective Time, the Company Board shall always have at least two members who are (1) not officers, directors, employees or designees of Parent or any of its Affiliates (“Purchaser Insiders”) or officers or directors of Affiliates of the Company (other than by reason of being directors of the Company, including increasing ) or officers or directors of any joint venture partner or participant (other than the size of the Board Company) or securing the resignations of incumbent directors or both. At such times, the Company shall use its best efforts to cause Persons designated by Merger Sub to constitute the same percentage as Persons designated by Merger Sub shall constitute of the Board of Affiliates (i) each committee of the Board (some of whom may be required to be independent as required by applicable law“Interested Persons”), (ii2) each board members of the Company Board as of the date hereof, and (3) reasonably satisfactory to Parent. If the number of directors who are not Purchaser Insiders is reduced below two prior to the Effective Time, the remaining director who is not a Purchaser Insider shall be entitled to designate a Person to fill such vacancy who is not a Purchaser Insider or Interested Person and who shall be a director not deemed to be a Purchaser Insider or Interested Person for all purposes of each domestic Subsidiary (including OCCthis Agreement; provided that if the number of directors who are not Purchaser Insiders is reduced to zero prior to the Effective Time, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Company Board and each committee at the time of the Board and execution of this Agreement shall be entitled to designate two Persons to fill such boards and committees of the domestic Subsidiaries as of the date hereof vacancies who are not employees Purchaser Insiders or Interested Persons and who are reasonably satisfactory to Parent and who shall be directors not deemed to be Purchaser Insiders for all purposes of the Company shall remain members of the Board and of such boards and committeesthis Agreement. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14-f thereunder. The Company shall promptly take all actions required pursuant to such Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 2.03 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under such Section 14(f) and Rule 14f-1 in order to fulfill such obligationsits obligations under this Section 2.03. Parent or Merger Sub shall will supply to the Company and be solely responsible for any information with respect to either of them itself and their nominees, its officers, directors and affiliates Affiliates required by such Section 14(f) and Rule 14f-1Rule. (c) Following the election or appointment of Parent’s designees of Merger Sub pursuant to this Section 6.11, 2.03 and prior to the Effective Time, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or Parent, the waiver of any of the Company's ’s rights hereunder shall hereunder, or the taking of any other action by the Company in connection with this Agreement or the transactions contemplated hereby required to be taken by the Company Board will require the concurrence of a majority of the two directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or not Purchaser Insiders if no such directors are then in office, no such amendment, termination, extension or waiver shall would or could reasonably be effected which is materially expected to have an adverse to effect on the holders stockholders of Shares (the Company other than Parent and its Subsidiaries)Affiliates. The directors of the Company who are not Purchaser Insiders shall have the authority to retain such counsel (which may include current counsel to the Company) and other advisors at the expense of the Company as determined appropriate by such directors and shall have the authority to institute any action on behalf of the Company to enforce the performance of this Agreement.

Directors. (a) Promptly upon the purchase by Merger Sub of Shares pursuant to the OfferOffer of such number of shares of Company Common Stock (together with any Shares then owned by Parent or any of its Subsidiaries) as represents a majority of the outstanding shares of Company Common Stock (on a fully diluted basis) on the date of purchase, and from time to time thereafter, Merger Sub (i) Parent shall be entitled to designate up to such number of directorsdirectors ("Parent's Designees"), rounded up to the next whole numbernumber that will give Parent, on subject to compliance with Section 14(f) of the Board as shall give Merger Sub Exchange Act, representation on the Board of Directors of Company equal to the product of (x) the total number of directors on the Board of Directors of Company (giving effect to any increase in the number of directors elected pursuant to this sentenceSection 1.4) multiplied by and (y) the percentage that such number of shares of Company Common Stock so purchased in the Offer (together with any Shares then owned by Parent or any of its Subsidiaries) bears to the aggregate number of Shares beneficially owned by Merger Sub or any Affiliate shares of Merger Sub at Company Common Stock outstanding on the date of purchase (such time bears to number being, the total number of Shares then outstanding"Board Percentage"), and the (ii) Company shall, at such timeupon request by Parent, promptly take all actions necessary to cause Merger SubParent's designees Designees constituting the Board Percentage to be elected as directors to Company's Board of the Company, including Directors by (x) increasing the size of the Board of Directors of Company or securing (y) using reasonable efforts to secure the resignations of incumbent such number of directors or both. At such times, as is necessary to enable Parent's Designees to be elected to the Board of Directors of Company and shall use its best efforts to cause Persons designated by Merger Sub Parent's Designees promptly to constitute the same percentage as Persons designated by Merger Sub shall constitute be so elected, subject in all instances to compliance with Section 14(f) of the Board Exchange Act and Rule 14f-1 promulgated thereunder. At the request of (i) each committee of the Board (some of whom may Parent, Company shall take, at Parent's expense, all lawful action necessary to effect any such election. Parent will supply to Company in writing and be required solely responsible for any information with respect to be independent as itself, Parent's Designees and Parent's officers, directors and affiliates required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding the foregoing, until the time Merger Sub acquires a majority of the then outstanding Shares on a fully diluted basis, the Company shall use its best efforts to ensure that all the members of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 and shall include be included in the Schedule 14D-9 such information with respect 14D-9. Notwithstanding the foregoing, at all times prior to the Company and its officers and directors Effective Time (as is required under defined in Section 14(f2.3) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub Company's Board of Directors shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by such include at least two Continuing Directors (as defined in Section 14(f) and Rule 14f-11.4(b)). (cb) Following the election or appointment of designees of Merger Sub Parent's Designees pursuant to this Section 6.11, 1.4 and prior to the Effective TimeTime of the Merger, any amendment of this Agreement or the Company Charter or Company Bylaws, any termination of this Agreement by the CompanyAgreement, any extension by the Company of the time for the performance of any waiver of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who neither were designated by Merger Sub nor are employees of the Company or if no such directors are Continuing Directors then in office. For purposes of this Agreement, no the term "Continuing Directors" means at any time (i) those directors of Company who are directors on the date hereof and who voted to approve this Agreement, and (ii) such amendmentadditional directors of Company who are not affiliated with Parent, termination, extension Merger Sub or waiver shall be effected which is materially adverse to any of their affiliates and who were designated as "Continuing Directors" for purposes of this Agreement by a majority of the holders Continuing Directors in office at the time of Shares (other than Parent and its Subsidiaries)such designation.

Directors. (a) Promptly upon After the purchase by Merger Sub Purchaser accepts for payment such number of Shares tendered and not properly withdrawn as represents no less than a majority of the voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) pursuant to the OfferOffer (the “Acceptance Time”), and from time to time at all times thereafter, Merger Sub the Purchaser shall be entitled to elect or designate up to such number of directors, rounded up to the next whole number, on the Company Board as shall give Merger Sub representation on the Board is equal to the product of the total number of directors on the Company Board (giving effect to the directors elected or designated by the Purchaser pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Merger Sub Parent and its direct or any Affiliate of Merger Sub at such time indirect wholly-owned Subsidiaries, including the Purchaser, bears to the total number of Shares then outstanding. After the Acceptance Time, and the Company shall, at such timeupon the Purchaser’s request, promptly take all actions as are necessary or desirable to cause Merger Sub's enable the Purchaser’s designees to be so elected as directors of or designated to the CompanyCompany Board, including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board or (including by amending the Company Bylaws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors, and shall cause the Purchaser’s designees to be so elected or designated at such time (any and all members of the Company Board immediately prior to any designees of the Purchaser joining the Company Board and who remain on the Company Board after any designees of the Purchaser join the Company Board, the “Continuing Directors”). If at any time the number of directors who are Continuing Directors is reduced to zero, then the other directors on the Company Board shall designate and appoint to the Company Board one director who is not a stockholder or bothaffiliate of Parent or the Purchaser (other than as a result of such designation) and such director shall be deemed to be a Continuing Director for purposes of this Agreement. At such timesAfter the Acceptance Time, the Company shall use its best efforts to also, upon the Purchaser’s request, cause Persons the directors elected or designated by Merger Sub the Purchaser to the Company Board to serve on and constitute the same percentage (rounded up to the next whole number) as Persons designated by Merger Sub shall constitute of is on the Company Board of (i) each committee of the Board (some of whom may be required to be independent as required by applicable law)Company Board, (ii) each board of directors (or similar body) of each domestic Company Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee (or similar body) of each such board, in each case only to the extent permitted by applicable law. Notwithstanding Law and the foregoing, until the time Merger Sub acquires a majority listing requirements of the then outstanding Shares on a fully diluted basisNASDAQ Global Market (“NASDAQ”). After the Acceptance Time, the Company shall use also, upon the Purchaser’s request, take all action necessary to elect to be treated as a “controlled company” as defined by NASDAQ Rule 4350(c) and make all necessary filings and disclosures associated with such status. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that Parent or its best efforts direct or indirect Subsidiaries, including the Purchaser, may have as a record holder or beneficial owner of Shares as a matter of applicable Law with respect to ensure that all the members election of the Board and each committee of the Board and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committeesdirectors or otherwise. (b) The Company’s obligations to appoint the Purchaser’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 6.11 and shall include in 1.3, including mailing to stockholders (together with the Schedule 14D-9 such 14D-9) any information with respect to the Company and its officers and directors as is required under by Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent enable the Purchaser’s designees to be elected or Merger Sub shall supply designated to the Company and Board at the time or times contemplated by this Section 1.3. The Purchaser shall supply or cause to be solely responsible for supplied to the Company any information with respect to either of them and their nomineesthe Purchaser, its officers, directors and affiliates affiliates, and the proposed designees to the Company Board required by such Section 14(f) and Rule 14f-1. (c) Following In the election event that the Purchaser’s designees are elected or appointment of designees of Merger Sub pursuant appointed to this Section 6.11, the Company Board prior to the Effective TimeTime pursuant to Section 1.3(a), and without limiting Section 1.3(a), the Company shall cause the Company Board to have at least such number of directors as may be required by the rules of the NASDAQ or the federal securities Laws who are considered “independent directors” within the meaning of such Laws (“Independent Directors”); provided, that in the event the number of Independent Directors shall be reduced below the number as may be required by such Laws for any reason whatsoever, the remaining Independent Director(s) shall be entitled to designate Persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no other Independent Director then remains, the other directors shall designate such number of directors as may be required by the rules of the NASDAQ or the federal securities Laws, to fill such vacancies who shall not be stockholders or affiliates of Parent or the Purchaser, and such Persons shall be deemed to be Independent Directors for purposes of this Agreement. (d) Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Purchaser’s designees are elected or appointed to the Company Board prior to the Effective Time pursuant to Section 1.3(a), and without limiting Section 1.3(a), in addition to any approvals of the Company Board or the stockholders of the Company as may be required by the Company Charter, the Company Bylaws or applicable Law, the affirmative vote of a majority of the Continuing Directors then in office (or, if there shall be only one or two Continuing Directors then in office, all of such Continuing Directors then in office) shall be required to authorize (and such authorization shall not be effective unless there is in office at least one (1) Continuing Director) (i) the Company’s termination or amendment of this Agreement or the Company Charter or Company Bylawsany Promissory Note, any termination of this Agreement by (ii) the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub ’s exercise or waiver of any of the Company's rights hereunder shall require ’s rights, benefits or remedies under this Agreement, (iii) the concurrence taking of a majority of the directors any other action of the Company then Board under or in office who neither were designated by Merger Sub nor are employees of the Company or connection with this Agreement, in each case, if no such directors are then in officetermination, no such amendment, terminationexercise, extension waiver or waiver shall other action would reasonably be effected which is materially adverse expected to adversely affect in any material respect the holders of Shares (other than Parent and or its direct or indirect Subsidiaries, including the Purchaser), (iv) except as otherwise contemplated by this Agreement, the Company’s amendment of the Company Charter or the Company Bylaws or (v) any Contract between the Company or any of its Subsidiaries), on the one hand, and Parent or any if its Subsidiaries on the other hand. The Continuing Directors shall have, and the Company Board shall take all necessary action to cause the Continuing Directors to have, the authority to retain such counsel (which may include current counsel to the Company) and other advisors at the expense of the Company, as determined by the Continuing Directors, and the authority to institute any action on behalf of the Company to enforce performance of this Agreement.

Directors. (a) Promptly upon Upon the purchase by Merger Sub of Shares pursuant to the Offer, Offer Acceptance Time and from time to time all times thereafter, Merger Sub subject to compliance with applicable Laws and the applicable rules of the NYSE, Purchaser shall be entitled to elect or designate up to such number of directors, rounded up to the next whole number, on the Company Board as shall give Merger Sub representation on the Board is equal to the product of (i) the total number of directors on the Company Board (after giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by (ii) the percentage that the aggregate number of Shares beneficially owned by Merger Sub or Parent, Purchaser and any Affiliate of Merger Sub at such time their Subsidiaries bears to the total number of Shares shares of Company Common Stock then outstanding. As used in this Agreement, the terms “beneficial ownership” (and its correlative terms) shall have the meaning assigned to such term in Rule 13d-3 under the Exchange Act. The Company and the Company Board shall, upon Purchaser’s request at such timeany time following the Offer Acceptance Time, promptly take all such actions necessary to cause Merger Sub's designees (A) appoint to the Company Board the individuals designated by Purchaser and permitted to be elected as directors so designated by the first sentence of the Companythis Section 1.3(a), including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board or (including by amending the bylaws of the Company if necessary so as to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or both. At such times, desirable to enable Purchaser’s designees to be so elected or designated to the Company shall use its best efforts Board, and (B) cause Purchaser’s designees to be so appointed at such time. The Company shall, upon Purchaser’s request following the Offer Acceptance Time, also cause Persons elected or designated by Merger Sub Purchaser to constitute the same percentage (rounded up to the next whole number) as Persons designated by Merger Sub shall constitute of is on the Company Board of (i) each committee of the Company Board (some of whom may be required to be independent as required by applicable law), (ii) each board of directors of each domestic Subsidiary (including OCC, realizing that the Company has the right to appoint only a majority of the OCC board) and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. Notwithstanding Laws and the foregoing, until the time Merger Sub acquires a majority rules of the then outstanding Shares on a fully diluted basisNYSE. From and after the Offer Acceptance Time, the Company shall use its best efforts shall, at Parent’s request, take all action necessary to ensure that all elect to be treated as a “controlled company” as defined in the members rules of the Board NYSE and each committee make all necessary filings and disclosures associated with such status. The Company’s obligations under this Section 1.3(a) shall be subject to Section 14(f) of the Board Exchange Act and such boards and committees of the domestic Subsidiaries as of the date hereof who are not employees of the Company shall remain members of the Board and of such boards and committees. (b) Rule 14f-l promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder 14f-l in order to fulfill its obligations under this Section 6.11 and shall include in 1.3(a), including mailing to stockholders (together with the Schedule 14D-9 such 14D-9) the information required by Section 14(f) of the Exchange Act and Rule 14f-l as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board. Purchaser shall supply the Company with, and be solely responsible for, information with respect to the Company Purchaser’s designees and its officers Parent’s and directors as is required under Section 14(f) and Rule 14f-1 to fulfill such obligations. Parent or Merger Sub shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, Purchaser’s respective officers, directors and affiliates Affiliates to the extent required by such Section 14(f) of the Exchange Act and Rule 14f-1.14f-l. (cb) Following In the election event that Purchaser’s designees are elected or appointment of designees of Merger Sub designated to the Company Board pursuant to Section 1.3(a), then, until the Effective Time, the Company shall cause the Company Board to maintain three (3) directors who are members of the Company Board on or prior to the date hereof and who are not officers, directors or employees of Parent, Purchaser, or any of their Subsidiaries, each of whom shall be an “independent director” as defined by the NYSE rules and eligible to serve on the Company’s audit committee under the Exchange Act and NYSE rules, and at least one of whom shall be an “audit committee financial expert” as defined in Items 407(d)(5)(ii) and (iii) of Regulation S-K (the “Continuing Directors”); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the Company shall take all necessary action (including creating a committee of the Company Board) so that the Continuing Director(s) shall be entitled to elect or designate another Person (or Persons) to fill such vacancy, and such Person (or Persons) shall be deemed to be a Continuing Director for purposes of this Section 6.11Agreement. If no Continuing Director then remains, the other directors shall designate three (3) Persons who are not officers, directors or employees of Parent, Purchaser, or any of their Affiliates, and who do not otherwise have any material financial or other material interest in or material relationship with Parent, Purchaser or any of their Affiliates, to fill such vacancies and such Persons shall be deemed Continuing Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Purchaser’s designees constitute a majority of the Company Board after the Offer Acceptance Time and prior to the Effective Time, any amendment of this Agreement or then the Company Charter or Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Sub or waiver of any of the Company's rights hereunder shall require the concurrence affirmative vote of a majority of the directors Continuing Directors shall (in addition to the approval rights of the Company then in office who neither were designated by Merger Sub nor are employees Board or the stockholders of the Company as may be required by the Company Charter Documents or applicable Law) be required (i) for the Company to amend or terminate this Agreement, (ii) to exercise or waive any of the Company’s rights, benefits or remedies hereunder, if no such directors are then in officeaction would adversely affect, no such amendmentor would reasonably be expected to adversely affect, termination, extension or waiver shall be effected which is materially adverse to the holders of Shares (other than Parent or Purchaser), (iii) to amend the Company Charter Documents if such action would adversely affect the holders of Shares (other than Parent or Purchaser), or (iv) to take any other action of the Company Board under or in connection with this Agreement if such action would materially and its Subsidiariesadversely affect, or would reasonably be expected to materially and adversely affect, the holders of Shares (other than Parent or Purchaser). The Continuing Directors shall have, and Parent shall cause the Continuing Directors to have, the authority to retain such counsel (which may include counsel to the Company or the Company Board as of the date of this Agreement) in reasonable circumstances and other advisors at the expense of the Company as determined by the Continuing Directors, and the authority to institute any action on behalf of the Company to enforce performance of this Agreement.