THE OVERALL CONTROL OF THE BOARD OF DIRECTORS OF MOREX SURVIVING LLC AND THK.
SPECIFICALLY:
(A)
LE, RM AND TM SHALL HAVE THE AUTHORITY TO (1) ESTABLISH ALL
EMPLOYEE PERSONNEL POLICIES INVOLVING MOREX, (2) MAKE ALL DECISIONS REGARDING
PERSONS EMPLOYED BY MOREX, (3) ESTABLISH MARKETING AND SERVICE STRATEGIES FOR
MOREX, AND (4) TO ESTABLISH AND CHANGE, FROM TIME TO TIME, ALL POLICIES AND
PRACTICES RELATING TO THE PRICING OF MOREX PRODUCTS AND SERVICES.
(B)
NOTWITHSTANDING THE PROVISIONS OF CLAUSE (A) ABOVE, NEITHER MOREX
SURVIVING LLC, NOR ANY OF ITS SUBSIDIARIES MAY TAKE OR AGREE TO TAKE, AND LE, RM
AND TM SHALL NOT CAUSE, ASSIST OR PARTICIPATE IN ANY FASHION IN MOREX SURVIVING
LLC, OR ANY OF ITS SUBSIDIARIES TAKING OR AGREEING TO TAKE, ANY OF THE FOLLOWING
ACTIONS, WITHOUT THE PRIOR EXPRESS APPROVING VOTE OF THE BOARD OF DIRECTORS OF
MOREX SURVIVING LLC AND THK RESPECTIVELY:
(1)
AMEND THE ARTICLES OF ORGANIZATION OR OPERATING AGREEMENT OF MOREX
SURVIVING LLC;
(2)
WIND-UP, LIQUIDATE, DISSOLVE OR REORGANIZE MOREX SURVIVING LLC, OR
ADOPT A PLAN OR PROPOSAL CONTEMPLATING ANY OF THE FOREGOING;
(3)
APPROVE THE ANNUAL BUDGET OF MOREX SURVIVING LLC FOR ANY FISCAL
YEAR, OR APPROVE ANY COURSE OF ACTION WHICH IS LIKELY TO CAUSE MOREX SURVIVING
LLC TO INCUR EXPENSES OR TO MAKE CAPITAL EXPENDITURES IN AMOUNTS MATERIALLY
DIFFERENT FROM THE COMMENTS SET FORTH IN THE RELEVANT BUDGET;
(4)
ELECT OR REMOVE CORPORATE OFFICERS OF MOREX SURVIVING LLC;
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(5)
CHANGE THE BASE OR BONUS COMPENSATION STRUCTURE OF ANY OF THE
SENIOR MANAGEMENT LEVEL EMPLOYEES OF MOREX SURVIVING LLC INCLUDING THE PERSONS
NAMED ON SCHEDULE 7.1;
(6)
ENTER INTO, MODIFY OR TERMINATE ANY EMPLOYMENT AGREEMENTS,
SEVERANCE AGREEMENTS, PROFIT SHARING PLANS, PENSION PLANS, OR SIMILAR AGREEMENTS
WITH ANY EMPLOYEE OF, OR CONSULTANT TO, MOREX SURVIVING LLC;
(7)
ISSUE SECURITIES OF MOREX SURVIVING LLC, INCLUDING DEBT OR EQUITY
SECURITIES, OPTIONS, RIGHTS OR WARRANTS, OR ANY OTHER SECURITIES WHICH ARE
CONVERTIBLE INTO OR EXCHANGEABLE FOR OWNERSHIP INTERESTS OF MOREX SURVIVING LLC;
(8)
REGISTER ANY SECURITIES OF MOREX SURVIVING LLC;
(9)
MERGE, CONSOLIDATE OR COMBINE MOREX SURVIVING LLC WITH ANY OTHER
CORPORATION, PARTNERSHIP OR OTHER ENTITY;
(10)
SELL ASSETS OF MOREX SURVIVING LLC, OTHER THAN IN THE ORDINARY
COURSE OF BUSINESS;
(11)
PURCHASE, SELL, LEASE, ACQUIRE OR DISPOSE OF STOCK OR ASSETS VALUED
AT $25,000 OR MORE, INCLUDING ACQUIRING ANOTHER COMPANY, DIVISION OR LINE OF
BUSINESS (OTHER THAN AS PROVIDED FOR IN MOREX SURVIVING LLC'S ANNUAL BUDGET
APPROVED IN ACCORDANCE WITH THIS SECTION 7.2);
(12)
DECLARE OR PAY ANY DIVIDENDS OR ANY OTHER DISTRIBUTION IN RESPECT
OF ANY SECURITIES OF MOREX SURVIVING LLC, OR REDEEM, ACQUIRE OR RETIRE ANY
SECURITIES;
(13)
MAKE, OR COMMIT TO MAKE, DURING ANY FISCAL YEAR CAPITAL
EXPENDITURES OR ENTER INTO CAPITAL LEASES (OTHER THAN CAPITAL EXPENDITURES AND
CAPITAL LEASES PROVIDED FOR IN MOREX SURVIVING LLC'S ANNUAL BUDGET APPROVED IN
ACCORDANCE WITH THIS SECTION 7.2) WHICH, IN THE AGGREGATE, EXCEED $25,000;
(14)
ENTER INTO ANY CONTRACT, COMMITMENT OR ARRANGEMENT OF ANY NATURE
WITH ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY