The Board of D irectors of the Surviving Corporation shall be made up initially of three members, one of whom shall be appointed by AEGY and two of whom shall be appointed by SK3 and all of whom shall be identified in the Certificate of Merger, and the officers of Merger Sub immediately before the Effective Time shall be as determined by the Board of Directors of the Surviving Corporation, who shall remain as the officers of the Surviving Corporation and shall manage the business and assets of the Surviving Corporation until replaced.