Common use of Board Matters Clause in Contracts

Board Matters. In connection with the actions set forth below and otherwise contemplated by this Agreement, the Board has (i) received and reviewed information and materials that the Investor has provided to the Company, including a fully completed and executed copy of the Company’s standard director & officer questionnaire completed by the Investor, (ii) conducted an interview of the Investor, and (iii) evaluated information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standards, in connection with assessing eligibility, independence and other criteria applicable to directors with respect to the Investor and has received the acknowledgment of the Investor set forth in Section 1(b) of this Agreement (collectively, the “Information”), and the Board and the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) have assumed that the Information provided by the Investor is complete, true and accurate. Based on the Information, the Nominating Committee has reviewed and approved the qualifications of the Investor to serve as a member of the Board and meet the requirements to qualify as “independent” as defined by the NYSE American listing standards and by the Securities and Exchange Commission (“SEC”). In consideration of the foregoing, the Board shall take all necessary action to: (A) appoint the Investor to the Board as a director effective as of February 16, 2023 with a term expiring at the 2023 Annual Meeting of Stockholders expected to be held in May or June 2023 (the “2023 Annual Meeting”) or until his earlier death, resignation, disqualification or removal, and (B) recommend in favor of the Investor’s reelection to the Board by the stockholders at the 2023 Annual Meeting and solicit stockholders accordingly in favor of such reelection in the same manner as for other nominees nominated by the Company at the 2023 Annual Meeting. The Board shall also consider nominating the Investor for reelection to the Board at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) in good faith and in the same manner the Board considers the nomination of all incumbent directors.

Board Matters. In connection with the actions set forth below and otherwise contemplated by this Agreement, the Board has (i) received and reviewed information and materials that the Investor has provided to the Company, including a fully completed and executed copy of the Company’s standard director & officer questionnaire completed by the Investor, (ii) conducted an interview of the Investor, and (iii) evaluated information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standards, in connection with assessing eligibility, independence and other criteria applicable to directors with respect to the Investor and has received the acknowledgment of the Investor set forth in Section 1(b) of this Agreement (collectively, the “Information”), and the Board and the The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) have assumed of the Board, the Board and the Company shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint to the Board no later than the conclusion of the 2016 Annual Meeting a new independent (pursuant to NYSE standards) director (hereinafter, the “New Director”). The New Director shall be included in the Company’s proxy statement relating to the 2016 Annual Meeting as a nominee for director in the class of directors with terms that will expire at the Company’s 2019 Annual Meeting of its stockholders, such proxy statement to include no more than three nominees for election as directors at the 2016 Annual Meeting. In connection with the 2016 Annual Meeting, the Company will (i) nominate the New Director for election as a director of the Company, (ii) recommend that the Information provided by the Investor is complete, true and accurate. Based on the Information, the Nominating Committee has reviewed and approved the qualifications Company’s stockholders vote in favor of the Investor election of the New Director, (iii) use commercially reasonable efforts to serve as cause the election of the New Director (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports all other director nominees), and (iv) solicit proxies in favor of the New Director and cause all Voting Securities represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the New Director. Upon becoming a member of the Board, the New Director shall have the same rights and benefits as any other Board member and meet shall be subject to the requirements same duties, protections and policies of the Company that are applicable to qualify as “independent” as defined all members of the Board. Furthermore, the New Director shall be considered by the NYSE American listing standards Nominating Committee for inclusion on committees of the Board in good faith in a manner consistent with other members of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the Securities and Exchange Commission ▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇ Group, a “SEC▇▇▇▇▇ Candidate”). In The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the foregoingNominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger (“Tanger”) and keep Tanger reasonably updated throughout the search process described herein (including, without limitation, by providing the Board names of any candidates that are formally considered by the Nominating Committee for selection as the New Director nominee following the date hereof). Tanger shall take all necessary action to: be entitled, upon reasonable advance notice and during normal business hours, to have a reasonable number of meetings (Ain person or telephonic) appoint with the Investor Chair of the Nominating Committee to discuss the proposed candidates prior to the Board as a director effective as of February 16, 2023 with a term expiring at the 2023 Annual Meeting of Stockholders expected to be held in May or June 2023 (the “2023 Annual Meeting”) or until his earlier death, resignation, disqualification or removal, and (B) recommend in favor final selection of the Investor’s reelection New Director; provided, that the Nominating Committee shall have the ultimate discretion to select the Board by the stockholders at the 2023 Annual Meeting and solicit stockholders accordingly in favor of such reelection in the same manner as for other nominees nominated by the Company at the 2023 Annual Meeting. The Board shall also consider nominating the Investor for reelection to the Board at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) in good faith and in the same manner the Board considers the nomination of all incumbent directorsNew Director.

Board Matters. In connection with (a) The Company agrees, as promptly as practicable following the actions set forth below and otherwise contemplated by execution of this Agreement, that the Board has of Directors of the Company (the “Board”) shall take the necessary actions to (i) received increase the size of the Board (ii) appoint Mr. Rob Frankfurt (“Mr. Frankfurt”) to fill a newly created vacancy on the Board and reviewed information and materials that the Investor has provided (iii) nominate Mr. Frankfurt for election to the Board as part of the Company’s director slate for its 2019 Annual Meeting. (b) Prior to the date of this Agreement, including Mr. Frankfurt has submitted to the Company a fully completed and executed copy of the Company’s standard director & officer questionnaire completed by D&O Questionnaire and other onboarding materials. Mr. Frankfurt shall timely provide the Investor, (ii) conducted an interview of the Investor, and (iii) evaluated information required Company with his consent to be or customarily disclosed by directors or director candidates named in the Company’s proxy statements or other filings under applicable law or stock exchange rules or listing standards, statement and to serve on the Board if elected (the “Nomination Documents”) in connection with assessing eligibilitythe Company’s obligation in subsection (a)(iii) above. (c) Upon becoming a member of the Board, independence and other criteria applicable to directors Mr. Frankfurt shall have the same rights (including for the avoidance of doubt with respect to consideration for committee appointments) and duties as any other Board member. At all times from the Investor and has received the acknowledgment of the Investor set forth in Section 1(b) date of this Agreement (collectively, through to the “Information”), and the Board and the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) have assumed that the Information provided by the Investor is complete, true and accurate. Based on the Information, the Nominating Committee has reviewed and approved the qualifications of the Investor to serve date he terminates his service as a member of the Board and meet the requirements to qualify as “independent” as defined by the NYSE American listing Board, Mr. Frankfurt shall comply with all written policies, procedures, processes, codes, rules, standards and by guidelines applicable to Board members, and of which Mr. Frankfurt has been provided written copies in advance (or which have been filed with the Securities and Exchange Commission (the “SEC”) or posted on the Company’s website), including but not limited to the Company’s corporate governance guidelines, corporate code of conduct, code of ethics, director stock ownership guidelines and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and shall preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees, subject to the confidentiality provisions in Section 2. (d) The Company has agreed with the Ajdler Group to include Mr. Frankfurt in the Company’s slate of directors for the 2019 Annual Meeting, and the Company shall use reasonable commercial efforts to cause Mr. Frankfurt to be elected (including by recommending that the Company’s stockholders vote in favor of the election of Mr. Frankfurt, including Mr. Frankfurt in the Company’s proxy statement and proxy card for such annual meeting and otherwise supporting Mr. Frankfurt for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate) (collectively, the “Election Support Efforts”), and the Ajdler Group agrees not to nominate director candidates or conduct a proxy contest regarding any matter, including the election of directors or the submission of a shareholder proposal, with respect to the 2019 Annual Meeting. (e) The Ajdler Group agrees that the Board or any of its committees may recuse Mr. Frankfurt from any Board or committee meeting or portion thereof at which the Board or such committee is evaluating or taking action with respect to (i) the exercise of the Company’s rights or enforcement of any of the obligations under this Agreement; (ii) any action taken in response to actions taken or proposed by an Investor with respect to the Company; (iii) Mr. Frankfurt’s breach of this Agreement or failure to comply with the Company’s charter, bylaws or policies that are applicable to all directors or (iv) any proposed transaction between the Company and any Investor. (f) If Mr. Frankfurt is unable to serve as a director or nominee prior to the expiration of the Standstill Period (as defined in Section 4 below) and at such time as Ajdler Group’s maintains a Minimum Ownership Threshold (defined below), the Ajdler Group shall have the ability to recommend a replacement person(s) (any such person shall be referred to as a “Ajdler Replacement Appointee”) (x) for nomination for election to the Board if Mr. Frankfurt had been nominated for election to the Board or (y) for appointment to the Board if Mr. Frankfurt had been serving on the Board, each in accordance with this Section 1(f). In consideration Any Replacement Appointee must (i) qualify as “independent” of the foregoingCompany pursuant to the listing standards of the NASDAQ, (ii) have relevant business and financial expertise to be a director of the Company, (iii) be independent of each member of Ajdler Group and (iv) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld). Upon the recommendation of an Ajdler Replacement Appointee by the Ajdler Group, the Board and any applicable committee thereof shall make its determination regarding whether such Ajdler Replacement Appointee meets the foregoing criteria no later than ten (10) business days after such recommendation; provided, however, that if the Board does not accept such Ajdler Replacement Appointee as recommended, the parties shall continue to follow the procedures of this Section l(f) until an Ajdler Replacement Appointee is appointed or elected to the Board as recommended. Upon an Ajdler Replacement Appointee’s appointment to the Board, the Board shall take all actions necessary action to: (Ato appoint such Ajdler Replacement Appointee to any applicable committee of the Board of which Mr. Frankfurt was a member immediately prior to his being unable to serve. The provisions of this Section 1(f) appoint the Investor shall apply to any Ajdler Replacement Appointee nominated or appointed to the Board who becomes unable to serve as a director effective as or nominee prior to the expiration of February 16the Standstill Period. For the purposes of this subsection “Minimum Ownership Threshold” shall mean the Ajdler Group, 2023 together with a term expiring at all controlled Affiliates of the 2023 Annual Meeting members of Stockholders expected to be held in May or June 2023 the Ajdler Group (such controlled Affiliates, collectively and individually, the “2023 Annual MeetingAjdler Affiliates”), collectively beneficially own (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act), an aggregate Net Long Position of at least three percent (3%) or until his earlier death, resignation, disqualification or removal, and (B) recommend in favor of the Investornumber of outstanding Voting Securities (as defined in Section 6(b)below) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) and “Net Long Position” shall mean such shares of Common Stock beneficially owned, directly or indirectly, that constitute such person’s reelection net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis; provided that “Net Long Position” shall not include any shares as to which such person does not have the Board by right to vote or direct the stockholders at vote or as to which such person has entered into a derivative or other agreement, arrangement or understanding that ▇▇▇▇▇▇ or transfers, in whole or in part, directly or indirectly, any of the 2023 Annual Meeting and solicit stockholders accordingly in favor economic consequences of ownership of such reelection in the same manner as for other nominees nominated by the Company at the 2023 Annual Meeting. The Board shall also consider nominating the Investor for reelection to the Board at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) in good faith and in the same manner the Board considers the nomination of all incumbent directorsshares.

Board Matters. In connection with Subject to Section 14(f) of the actions set forth below Exchange Act and otherwise contemplated by this AgreementRule and Rule 14f-1 promulgated thereunder, SafeStitch shall take all necessary corporate action to cause the Board has following to occur as of the Effective Time: (i) received the number of directors constituting the Board of Directors of SafeStitch shall be nine (9), of which SafeStitch shall be entitled to designate three (3) directors (each, a “SafeStitch Designee”) and reviewed information TransEnterix shall be entitled to designate six (6) directors (each, a “TransEnterix Designee” and materials that the Investor has provided TransEnterix Designees together with the SafeStitch Designees, the “Board Designees”), in each case at any time prior to the Company, including a fully completed Closing and executed copy of the Company’s standard director & officer questionnaire completed by the Investorin each case subject to such individuals’ ability and willingness to serve, (ii) conducted an interview the chairperson of the InvestorBoard of Directors of SafeStitch will be a TransEnterix Designee, as designated by TransEnterix at any time prior to the Closing, subject to such individual’s ability and willingness to serve, and (iii) evaluated information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standards, in connection with assessing eligibility, independence and other criteria applicable to directors with respect to the Investor and has received the acknowledgment committees of the Investor set forth in Section 1(b) Board of this Agreement (collectively, the “Information”)Directors of SafeStitch, and the chairpersons of each such committee, shall be allocated among the SafeStitch Designees and TransEnterix Designees in the same proportion as their respective representation on the Board of Directors, subject to such individuals’ ability and willingness to serve; provided, that the parties shall cooperate in good faith to ensure that the Board of Directors of SafeStitch is composed of at least 50% “independent” directors (as determined by the rules of the Nasdaq) and the Nominating and Corporate Governance Audit Committee of the SafeStitch Board (of Directors is composed of only those persons who qualify under the “Nominating Committee”) have assumed that applicable rules of the Information provided by Exchange Act and the Investor is complete, true and accurate. Based Nasdaq to serve on the Information, the Nominating Committee has reviewed and approved the qualifications audit committee of the Investor board of directors of a public company listed on a national securities exchange, and that one such person is an “audit committee financial expert” (as defined by Rule 407(d)(5)(ii) of Regulation S-K). If, prior to the Effective Time, any SafeStitch Designee or any TransEnterix Designee becomes unable or unwilling to serve as a member director on the Board of Directors of SafeStitch, as Chairperson of the Board and meet the requirements to qualify of Directors of SafeStitch or as “independent” as defined a chairperson of a committee, then a replacement for such designee shall be designated by the NYSE American listing standards and by the Securities and Exchange Commission (“SEC”). In consideration of the foregoing, the Board shall take all necessary action to: (A) appoint the Investor party originally entitled to the Board as a director effective as of February 16, 2023 with a term expiring at the 2023 Annual Meeting of Stockholders expected to be held in May or June 2023 (the “2023 Annual Meeting”) or until his earlier death, resignation, disqualification or removal, and (B) recommend in favor of the Investor’s reelection to the Board by the stockholders at the 2023 Annual Meeting and solicit stockholders accordingly in favor of designate such reelection in the same manner as for other nominees nominated by the Company at the 2023 Annual Meeting. The Board shall also consider nominating the Investor for reelection to the Board at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) in good faith and in the same manner the Board considers the nomination of all incumbent directorsindividual.

Board Matters. In (a) The Company shall (i) include J▇▇▇▇ ▇. ▇▇▇▇▇▇, E▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., H▇▇▇▇▇ ▇. ▇▇▇▇ and M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. (“M▇▇▇▇▇▇”) on the Board’s slate of nominees for election as Class II directors of the Company at the 2006 Annual Meeting for a three-year term ending at the Company’s 2009 Annual Meeting and until their successors have been duly elected and qualified and (ii) use its reasonable best efforts to cause the election of such directors at the Company’s 2006 Annual Meetings including, without limitation, recommending that the Company’s stockholders vote in favor of the election of the directors at the annual meeting and voting the shares of Common Stock represented by all proxies granted by stockholders in connection with the actions solicitation of proxies by the Board of Directors in connection with the meeting in favor of such directors, except for such proxies that specifically indicate a vote to withhold authority with respect to such directors. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendations. The Company shall use its reasonable best efforts to hold the 2006 Annual Meeting no later than December 7, 2006, but, in any event, the 2006 Annual Meeting shall not be held later than December 15, 2006. (b) The Barington Group agrees to vote in favor of the Board’s slate of nominees for election as Class II directors of the Company at the 2006 Annual Meeting, provided that such slate consists of the director nominees set forth below and otherwise contemplated by this Agreementin Section 5(a)(i) above. No member of the Barington Group shall take any position, make any statements or take any action inconsistent with the foregoing. (c) If at any time during the term of the Class II directors to be elected at the 2006 Annual Meeting there shall occur a vacancy in the Board has seat previously occupied by M▇▇▇▇▇▇ or during the term of the Class III directors serving as of the date hereof there shall occur a vacancy in the Board seat previously occupied by J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ (“M▇▇▇▇▇▇▇▇▇▇”) by reason of the resignation, removal, death or incapacity of either of them, then the Company shall take all necessary action to promptly fill such vacancy by a person nominated by the Barington Group having reasonably appropriate business experience and background; provided, however, that if the reason for such vacancy is the voluntary resignation of M▇▇▇▇▇▇, then such nomination shall be subject to approval by the Board, which approval shall not be unreasonably withheld or delayed. (d) During the term of the Class III directors serving as of the date hereof, M▇▇▇▇▇▇▇▇▇▇ (i) received and reviewed information and materials that shall continue to serve on the Investor has provided to the Company, including a fully completed and executed copy of the Company’s standard director & officer questionnaire completed by the InvestorExecutive Committee, (ii) conducted an interview shall continue to serve on another standing committee of the InvestorBoard (including, and (iii) evaluated information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standards, in connection with assessing eligibility, independence and other criteria applicable to directors with respect to the Investor and has received the acknowledgment of the Investor set forth in Section 1(b) of this Agreement (collectivelywithout limitation, the “Information”)Audit Committee, and the Board and the Nominating and Corporate Governance Committee and the Compensation Committee) and (iii) shall be appointed to serve on the Special Committee created pursuant to Section 7 hereof, provided, in each case, that he is then qualified to serve on any such committee under applicable legal requirements and listing standards. During the term of the Class II directors being elected at the 2006 Annual Meeting, M▇▇▇▇▇▇ shall be appointed to serve on a standing committee of the Board on which M▇▇▇▇▇▇▇▇▇▇ is not a member, provided that he is then qualified to serve on any such committee under applicable legal requirements and listing standards. (e) During the “Nominating Committee”) have assumed that the Information provided by the Investor is complete, true and accurate. Based on the Information, the Nominating Committee has reviewed and approved the qualifications term of the Investor to serve as a member of the Board and meet the requirements to qualify as “independent” Standstill Period (as defined by the NYSE American listing standards and by the Securities and Exchange Commission (“SEC”in Section 8 below). In consideration of the foregoing, the Board shall take all necessary action to: be comprised of twelve (A12) appoint directors and the Investor size of the Board shall not be increased or decreased without the prior written consent of the Barington Group. (f) The Company shall provide the Barington Group with true and complete copies of any draft preliminary or definitive proxy statements for the 2006 Annual Meeting as well as the Form 8-K being filed with respect to this Agreement, not less than three (3) business days in the case of proxy statements, and not less than one (1) business day in the case of the Form 8-K, prior to the Board as a director effective as of February 16filing thereof, 2023 in order to provide the Barington Group with a term expiring at the 2023 Annual Meeting of Stockholders expected reasonable opportunity to be held in May or June 2023 (the “2023 Annual Meeting”) or until his earlier death, resignation, disqualification or removal, review and (B) recommend in favor of the Investor’s reelection to the Board by the stockholders at the 2023 Annual Meeting and solicit stockholders accordingly in favor of such reelection in the same manner as for other nominees nominated by the Company at the 2023 Annual Meetingcomment thereon. The Board Company shall also consider nominating the Investor for reelection to the Board at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) in good faith any comments of the Barington Group and its counsel. The Company shall use the language, or a summary thereof that is agreed upon in the same manner foregoing filings, in all other SEC filings that disclose, discuss, refer to or are being filed in response to or as a result of this Agreement. (g) Concurrently with the execution of this Agreement, the Company shall provide evidence, reasonably satisfactory to the Barington Group, that the Board considers has authorized and approved this Agreement and the nomination of all incumbent directorsexecution and performance hereof.

Board Matters. In connection with the actions set forth below and otherwise contemplated by this Agreement, the Board has (i) received and reviewed relied on information and materials that the Investor Group and each New Director (as defined below) has provided to the Company, including a fully completed and executed copy interviews conducted of each New Director, information provided in the Company’s standard director & officer questionnaire completed by Nomination Notice, authorizations from the InvestorInvestor Group and/or the New Directors with respect to background checks, (ii) conducted an interview of the Investor, and (iii) evaluated information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors with respect to the Investor and has received the acknowledgment of the Investor set forth in Section 1(b) of this Agreement (collectively, the “Information”)directors, and the Board and the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) have assumed (and the Investor Group and New Directors have represented and warranted) that such information and materials, the Information director questionnaire and other customary director onboarding documentation provided by the Investor each New Director is completeor will be fully completed, true and accurate. Based on the Informationsuch information, the Nominating Committee has reviewed and approved the qualifications of the Investor each New Director to serve as a member of the Board and meet the requirements to qualify as “independent” as defined by the NYSE American listing standards of the NASDAQ Stock Market and by the Securities and Exchange Commission (“SEC”). In consideration Concurrently with the effectiveness of the foregoingthis Agreement, the Board shall will take all necessary action to: : (Ai) appoint increase the Investor to size of the Board by four and appoint each of J▇▇▇ ▇. ▇▇▇▇▇▇▇, S▇▇ ▇. ▇▇▇▇, J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the “New Directors”) as a director new directors of the Company, effective as of February 16the first business day following the date hereof, 2023 to fill the resulting vacancies from such newly created directorships with a term expiring at the 2023 2019 Annual Meeting or until such person’s earlier death, resignation, disqualification or removal; (ii) prior to the filing and mailing of Stockholders expected its definitive proxy statement for the 2019 Annual Meeting and conditioned upon the Investor Group and each New Director delivering to the Company on the date hereof fully executed consents from each New Director setting forth their consent to serve as director nominees and directors and to be held named in May or June 2023 the Company’s proxy statement and proxy card, nominate each New Director as a candidate for election to the Board at the 2019 Annual Meeting to serve until the 2020 annual meeting of shareholders (the “2023 2020 Annual Meeting”) ), or until his such person’s earlier death, resignation, disqualification or removal, and (B) recommend in favor of the Investorand support such New Director’s reelection election to the Board by the stockholders shareholders at the 2023 2019 Annual Meeting and solicit stockholders shareholders accordingly in favor of such reelection in the same manner as for other nominees independent director candidates nominated by the Company at the 2023 2019 Annual Meeting. The ; (iii) appoint two of the New Directors selected by the Board shall also consider nominating as new members of the Investor Business Transformation and Strategy Review Committee of the Board (the “Transformation Committee”); (iv) appoint two of the New Directors selected by the Board as new members of the CEO Search Committee of the Board (the “Search Committee”); and (v) at the 2020 Annual Meeting while the Standstill Period (as defined below) is in effect, and conditioned upon each New Director providing the information, authorizations and documentation required of all director nominees, nominate each New Director as a candidate for reelection election to the Board at the 2024 2020 Annual Meeting to serve until the 2021 annual meeting of Stockholders the shareholders (the “2024 2021 Annual Meeting”) or until such person’s earlier death, resignation, disqualification or removal, and recommend in good faith favor of such New Director’s election to the board by the shareholders at the 2020 Annual Meeting and solicit shareholders accordingly in the same manner as for other independent director candidates nominated by the Board considers Company at the nomination of all incumbent directors2020 Annual Meeting.

Board Matters. In connection with (i) Immediately following the actions set forth below and otherwise contemplated by execution of this Agreement, the Board has and all applicable committees of the Board shall take all necessary actions to appoint ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (ithe “New Director”) received as a Class III director of the Board with a term expiring at the 2021 annual meeting of stockholders of the Company (the “2021 Annual Meeting”). (ii) The Board will include the New Director as a nominee for election to the Board on the slate of nominees recommended by the Board in the Company’s proxy statement and reviewed information on its proxy card relating to the 2021 Annual Meeting and materials take all necessary or appropriate actions to cause the election of the New Director to the Board at the 2021 Annual Meeting, including: (A) recommending that the Investor has provided Company’s stockholders vote in favor of the New Director, and (B) otherwise supporting the New Director in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nominees. (iii) The Board and all applicable committees of the Board shall take all necessary actions to seek the Company, including a fully completed and executed copy approval of the Company’s standard director & officer questionnaire completed by stockholders at the Investor, (ii) conducted 2021 Annual Meeting of an interview of the Investor, and (iii) evaluated information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standards, in connection with assessing eligibility, independence and other criteria applicable to directors with respect amendment to the Investor Company’s Second Amended and has received the acknowledgment Restated Certificate of the Investor set forth in Section 1(b) of this Agreement Incorporation (collectively, the “InformationCharter”), and ) to declassify the Board and the Nominating and Corporate Governance Committee structure of the Board (the “Nominating CommitteeDeclassification Proposal”) have assumed such that directors standing for election at and subsequent to the Information provided 2021 Annual Meeting shall stand for election to one-year terms (with it being acknowledged and agreed that if the Declassification Proposal is approved by the Investor is completeCompany’s stockholders in accordance with the Charter and the General Corporation Law of the State of Delaware (the “DGCL”), true then the Company’s Class III directors (including the New Director) will be elected at the 2021 Annual Meeting with terms of office expiring at the 2022 annual meeting of stockholders of the Company (the “2022 Annual Meeting”)). The Board shall recommend in favor of, and accurate. Based on the Informationuse its reasonable best efforts to solicit stockholder approval of, the Nominating Committee has reviewed Declassification Proposal at the 2021 Annual Meeting, and approved the qualifications all directors and executive officers of the Investor Company agree to serve as a member vote all shares Beneficially Owned by them and over which they have voting control in favor of the Board and meet the requirements to qualify as “independent” as defined by the NYSE American listing standards and by the Securities and Exchange Commission (“SEC”)Declassification Proposal. In consideration of Without limiting the foregoing, the Board shall take all necessary action to: Company agrees to (A) appoint the Investor to the Board engage Saratoga Proxy Consulting LLC as a director effective as proxy solicitor on reasonable and customary terms to solicit stockholder approval of February 16, 2023 with a term expiring at the 2023 Annual Meeting of Stockholders expected to be held in May or June 2023 (the “2023 Annual Meeting”) or until his earlier death, resignation, disqualification or removal, Declassification Proposal and (B) recommend to adjourn the 2021 Annual Meeting for up to two (2) weeks (with the length of any such adjournment to be determined by the Company in reasonable consultation with the Engaged Group and consistent with the desire to approve the Declassification Proposal) to solicit additional stockholder support for the Declassification Proposal if as of immediately prior to the commencement of the 2021 Annual Meeting at least 75% of the outstanding Common Stock has not voted in favor of the Investor’s reelection to Declassification Proposal. (iv) During the period commencing with the date of this Agreement through the expiration of the Termination Date the Board by and all applicable committees of the stockholders at the 2023 Annual Meeting and solicit stockholders accordingly in favor of such reelection in the same manner as for other nominees nominated by the Company at the 2023 Annual Meeting. The Board shall also consider nominating not increase the Investor for reelection to size of the Board at to more than ten (10) directors without the 2024 Annual Meeting prior written consent of Stockholders (the “2024 Annual Meeting”) in good faith and in the same manner the Board considers the nomination of all incumbent directorsEngaged Group.

Board Matters. In connection with the actions set forth below and otherwise contemplated by this Agreement, the Board has (i) received During the period (the “Nomination Term”) beginning on the day after the date of the 2019 Annual Meeting and reviewed information and materials ending on the close of business on the date that is fifteen (15) calendar days before the advance notice deadline set forth in the Company’s by-laws for the 2020 annual meeting of shareholders of the Company (the “2020 Annual Meeting”), Engaged shall have the right during any Nomination Window (as defined below) to provide the Company with written notice (the “Notice”) of its request that the Investor has provided Board appoint G▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “New Director”) to the CompanyBoard (with an initial term expiring at the 2020 Annual Meeting). In order for the Notice to be properly provided, including a fully completed Engaged must certify that the New Director is willing and executed copy of able to serve on the Board and the New Director must complete and deliver to the Company the Company’s standard director & and officer questionnaire completed and other reasonable and customary director documentation required by the Investor, Company in connection with the election of Board members. (ii) conducted an interview If the Company receives a proper Notice requesting that the Board appoint the New Director to the Board and certifying that the New Director is willing and able to serve on the Board, then the Board shall make a determination, after a prompt, good faith, reasonable and customary review, (A) whether the New Director qualifies as “independent” under the listing standards of the Investor, New York Stock Exchange and the Company’s Corporate Governance Guidelines and (iiiB) evaluated information required whether the New Director would fail to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standards, in connection with assessing eligibility, independence and satisfy any of the other criteria applicable to directors with respect to the Investor and has received the acknowledgment of the Investor requirements set forth in Section 1(b1(e) of this Agreement due to an event or fact that occurs or becomes known to the Board after the date hereof (collectively, the an “InformationIntervening Event”), and the Board and the Nominating and Corporate Governance Committee . Within five business days of the Board (the “Nominating Committee”) have assumed determining that the Information provided by the Investor is complete, true and accurate. Based on the Information, the Nominating Committee has reviewed and approved the qualifications of the Investor to serve as a member of the Board and meet the requirements to qualify New Director qualifies as “independent” as defined by under the listing standards of the NYSE American listing standards and by the Securities Company’s Corporate Governance Guidelines and Exchange Commission (“SEC”). In consideration would not fail to satisfy any of the foregoingother criteria and requirements set forth in Section 1(e) due to an Intervening Event, the Board shall take all necessary action to: (A) actions to appoint the Investor New Director to the Board as a director effective as of February 16, 2023 (with a an initial term expiring at the 2023 2020 Annual Meeting Meeting), including if necessary increasing the size of Stockholders expected the Board. If the Board determines that the New Director is not independent pursuant to the listing standards of the NYSE or the Company’s Corporate Governance Guidelines or would fail to satisfy any of the other criteria and requirements set forth in Section 1(e) as a result of an Intervening Event, then the Board shall not be required to appoint the New Director to the Board. (iii) If Engaged has delivered a Notice and the New Director has been appointed to the Board, the Board shall give the New Director the same due consideration for membership to any committee of the Board as any other independent director. (b) If Engaged has delivered a Notice and the New Director has been appointed to the Board, so long as the New Director is a member of the Board: (i) the Board will not form an executive committee of the Board or any other committee of the Board with functions similar to those customarily granted to an executive committee unless, in each case, the New Director is a member of such committee and (ii) all Board consideration of, and voting with respect to, any tender offer or exchange offer, merger, acquisition, business combination, reorganization, restructuring, recapitalization, sale or acquisition of material assets, liquidation or dissolution, in each case involving the Company or its securities or a material amount of the assets or business of the Company, will take place only at the full Board level or in committees of which the New Director is a member. (c) Notwithstanding anything to the contrary in this Agreement, if at any time after the date of this Agreement, (i) the members of the Engaged Group (together with their controlled Affiliates) collectively cease to have Beneficial Ownership of at least the lesser of (1) 2.5% of the outstanding Voting Securities (as defined below) of the Company and (2) 1,092,759 shares of Common Stock or (ii) any member of the Engaged Group materially breaches any of its obligations under this Agreement, then (x) if the New Director is serving on the Board at such time, the New Director shall, and each member of the Engaged Group shall cause the New Director to, promptly tender his resignation from the Board and any committee of the Board on which he may be a member and (y) the Company shall have no further obligations under this Section 1. In furtherance of the foregoing, the New Director shall, simultaneously with the delivery of a Notice by Engaged, and each member of the Engaged Group shall cause the New Director to, execute an irrevocable resignation in the form attached hereto as Exhibit A. (d) If Engaged has delivered a Notice and the New Director has been appointed to the Board, from and after the date of the 2019 Annual Meeting, for any annual meeting of the shareholders of the Company, so long as the New Director is on the Board, the Company shall notify the Engaged Group in writing no less than thirty (30) calendar days before the advance notice deadline set forth in the Company’s by-laws if the New Director is to be held in May or June 2023 (nominated by the “2023 Annual Meeting”) or until his earlier death, resignation, disqualification or removalCompany for election as a director at such meeting. If the Engaged Group is notified by the Company that the New Director is to be nominated, and the New Director agrees to serve as a director, the Company shall use its reasonable best efforts to cause the election of the New Director to the Board at such meeting (B) recommend including listing the New Director in the proxy statement and proxy card prepared, filed and delivered in connection with such meeting and recommending that the Company’s shareholders vote in favor of the Investor’s reelection election of the New Director and otherwise supporting him for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). Each member of the Engaged Group agrees to provide, or cause to be provided, to the Company, simultaneously with the delivery of a Notice by Engaged, such information as is required to be disclosed in proxy statements under applicable law or is otherwise necessary for appointment of the New Director to the Board by or inclusion of the stockholders at New Director on a slate of directors, as applicable. (e) If the 2023 Annual Meeting New Director is appointed to the Board, the New Director shall, and solicit stockholders accordingly each member of the Engaged Group shall cause the New Director to: (i) comply with the Company’s Code of Conduct and Corporate Governance Guidelines, including all policies, procedures, processes, codes, rules, standards and guidelines applicable to members of the Board, including all applicable conflict of interest, confidentiality, stock ownership, i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and corporate governance policies, guidelines and manuals of the Company; (ii) not enter into any agreement, arrangement or understanding with any Person (A) other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in favor connection with service or action as a director of the Company, (B) concerning how the New Director will act or vote on any issue or question or (C) that could limit or interfere with the New Director’s ability to comply with the New Director’s fiduciary duties under applicable law; (iii) keep confidential any and all information concerning or relating to the Company or any of its Affiliates or Associates, together with any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof containing, referring to, relating to, based upon or derived from such reelection information, in whole or in part and not disclose to any third parties discussions or matters considered in meetings of the same manner as for Board or Board committees; and (iv) complete the Company’s standard director and officer questionnaire and other nominees nominated reasonable and customary director documentation required by the Company at in connection with the 2023 Annual Meetingelection of Board members. The Board shall also consider nominating the Investor for reelection New Director will be subject to the Board at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) in good faith same protections and in obligations, and shall have the same manner rights and benefits, as are applicable to all other directors of the Board considers Company. (f) The Engaged Group hereby irrevocably withdraws the nomination of all incumbent directorsNomination Letter.

Board Matters. In connection with (a) Prior to the actions set forth below and otherwise contemplated by this Agreement, the Board has (i) received and reviewed information and materials time that the Investor has provided to the Company, including a fully completed and executed copy of Company mails its definitive proxy statement for the Company’s standard 2007 Annual Meeting, but in any event no later than thirty (30) days from the date hereof, an independent director & officer questionnaire completed (the “Independent Director”) shall be identified to be nominated by the Investor, (iiCompany for election as a Class III director at the Company’s 2007 Annual Meeting in accordance with Section 5(b) conducted an interview of hereof. The Independent Director shall be a person recommended by the Investor, and (iii) evaluated information required Barington Group who is reasonably acceptable to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standards, in connection with assessing eligibility, independence and other criteria applicable to directors with respect to the Investor and has received the acknowledgment of the Investor set forth in Section 1(b) of this Agreement (collectively, the “Information”), and the Board and the Nominating and Corporate Governance Committee of the Board, with business experience in such areas as would reasonably be expected to enhance the Board, consistent with the Company’s Corporate Governance Guidelines relating to director qualifications and Board composition. The Independent Director shall qualify as “independent” under the listing standards of The Nasdaq Stock Market, Inc (Marketplace Rule 4200 and any successor thereto) and Item 407(a) of Regulation S-K promulgated by the SEC, and shall be an individual that the Company and the Barington Group reasonably believe does not have a relationship with the Barington Group, the Company or any of the Company’s executive officers that would impair the independence of such director in carrying out the responsibilities of a director of the Company. In making its recommendations, the Barington Group will consider and interview candidates suggested by the Nominating and Corporate Governance Committee. (b) The Company shall include (i) H▇▇▇▇▇, ▇▇▇▇▇ A. ▇▇▇▇▇▇, J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ (“Nominating CommitteeM▇▇▇▇▇▇▇▇▇▇”) and the Independent Director on the Board’s slate of nominees for election as Class III directors of the Company at the 2007 Annual Meeting for a three-year term ending at the Company’s 2010 Annual Meeting and until their successors have assumed been duly elected and qualified and (ii) use its reasonable best efforts to cause the election of such directors at the Company’s 2007 Annual Meeting including, without limitation, recommending that the Information provided Company’s stockholders vote in favor of the election of the directors at the 2007 Annual Meeting and voting the shares of Common Stock represented by all proxies granted by stockholders in connection with the solicitation of proxies by the Investor Board of Directors in connection with the meeting in favor of such directors, except for such proxies that specifically indicate a vote to withhold authority with respect to such directors. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendations. The Company shall schedule the 2007 Annual Meeting to be held in January 2008 and the Company shall not further postpone or reschedule the 2007 Annual Meeting without the prior written consent of the Barington Group or except as otherwise required by law. (c) The Barington Group agrees to vote all shares of Common Stock it is completeentitled to vote in favor of the Board’s slate of nominees for election as Class III directors of the Company at the 2007 Annual Meeting and any postponement or adjournment thereof, true and accurate. Based not in favor of any other nominees to serve on the InformationBoard, provided that such slate consists of the director nominees set forth in Section 5(b)(i) above, or other director nominees acceptable to the Barington Group. No member of the Barington Group shall take any position, make any statements or take any action inconsistent with the foregoing. M▇▇▇▇▇▇▇▇▇▇ acknowledges that, as a director nominee to the Board, he may be deemed to be a participant in the solicitation of proxies by the Company and agrees, if requested by the Company, to reasonably assist in the solicitation of proxies in favor of the Board’s slate of nominees for election as Class III directors of the Company at the 2007 Annual Meeting, including reasonable participation with the Company in meetings with stockholders and Institutional Shareholder Services. (d) If at any time during the term of the Class III directors to be elected at the 2007 Annual Meeting there shall occur a vacancy in the Board seat previously occupied by M▇▇▇▇▇▇▇▇▇▇ by reason of the resignation, removal, death or incapacity of M▇▇▇▇▇▇▇▇▇▇, then the Company shall take all necessary action to promptly fill such vacancy with a person recommended by the Barington Group having reasonably appropriate business experience and background. If at any time during the term of the Class III directors to be elected at the 2007 Annual Meeting there shall occur a vacancy in the Board seat previously occupied by the Independent Director by reason of the resignation, removal, death or incapacity of the Independent Director, then the Company shall take all necessary action to promptly fill such vacancy with a person recommended by the Barington Group who is reasonably acceptable to the Nominating and Corporate Governance Committee of the Board, with business experience in such areas as would reasonably be expected to enhance the Board, consistent with the Company’s Corporate Governance Guidelines relating to director qualifications and Board composition, that the Company and the Barington Group reasonably believe does not have a relationship with the Barington Group, the Nominating Committee has reviewed and approved the qualifications Company or any of the Investor Company’s executive officers that would impair the independence of such director in carrying out the responsibilities of a director of the Company. (e) During the term of the Class III directors serving as of the date hereof and during the term of the Class III directors to be elected at the 2007 Annual Meeting, (i) M▇▇▇▇▇▇▇▇▇▇ shall continue to serve on the Executive Committee and shall serve as a member of the Board Nominating and meet Corporate Governance Committee and (ii) the requirements Independent Director shall be appointed to qualify as “independent” as defined by the NYSE American listing standards and by the Securities and Exchange Commission (“SEC”). In consideration serve on a standing committee of the foregoingBoard on which M▇▇▇▇▇▇▇▇▇▇ is not a member, provided that the Board Independent Director is then qualified to serve on any such committee under applicable legal requirements and listing standards. (g) The Company shall take all necessary action to: provide the Barington Group with true and complete copies of any draft preliminary or definitive proxy statements for the 2007 Annual Meeting as well as the Form 8-K being filed with respect to this Agreement, not less than three (A3) appoint calendar days in the Investor case of proxy statements, and not less than one (1) business day in the case of the Form 8-K, prior to the Board as a director effective as of February 16filing thereof, 2023 in order to provide the Barington Group with a term expiring at the 2023 Annual Meeting of Stockholders expected reasonable opportunity to be held in May or June 2023 (the “2023 Annual Meeting”) or until his earlier death, resignation, disqualification or removal, review and (B) recommend in favor of the Investor’s reelection to the Board by the stockholders at the 2023 Annual Meeting and solicit stockholders accordingly in favor of such reelection in the same manner as for other nominees nominated by the Company at the 2023 Annual Meetingcomment thereon. The Board Company shall also consider nominating the Investor for reelection to the Board at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) in good faith and in compliance with applicable laws any comments of the same manner Barington Group and its counsel. The Company shall use the language, or a summary thereof that is agreed upon in the foregoing filings, in all other SEC filings that disclose, discuss, refer to or are being filed in response to or as a result of this Agreement. (h) Concurrently with the execution of this Agreement, the Company shall provide evidence, reasonably satisfactory to the Barington Group, that the Board considers has authorized and approved this Agreement and the nomination of all incumbent directorsexecution and performance hereof.

Board Matters. In connection with (a) The Directors identified on Schedule B (the actions set forth below and otherwise contemplated by this Agreement, “Directors”) as resigning directors (the “Resigning Directors”) shall resign from the Board has of Directors of the Company (ithe “Director Resignations”) received and reviewed information and materials that with effect on the Investor has provided to tenth day following the Company, including a fully completed and executed copy date of the Company’s standard filing of an Information Statement on Schedule 14f-1 (the “Schedule 14f-1”) with the United States Securities and Exchange Commission (the “SEC”) relating to such Director Resignations and the Director Appointments (as defined herein) pursuant to Rule 14f-1 promulgated under the Securities Exchange Act of 1934 (as amended) (the “Exchange Act”). (b) Immediately following the Director Resignations, the Directors then still in office shall appoint the following individuals to fill the vacancies resulting from the Director Resignations: one individual designated by Standard General L.P. (“Standard General”) to the Company to serve as a Class A director & officer questionnaire completed of the Company (the “Class A Designee”), two other individuals designated by Standard General to the Company to serve as Class B directors of the Company (the “Class B Designees” and, together with the Class A Designee, the “Standard General Designees”) and two other individuals mutually agreed between Standard General and the Company to serve as Class C directors of the Company (the “Joint Designees” and together with the Standard General Designees, the “New Board Designees”) each to serve until their successors are duly elected and qualified (the “Director Appointments”). ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ shall each continue to serve as a Co-Chairman of the Board. (c) Charney will not serve as a Board member or be nominated by the InvestorCompany or Standard General as a Board member. (d) As promptly as practicable following the date of this Agreement, and in any event within five business days after the date hereof, the Company shall file with the SEC and transmit to applicable holders of securities of the Company the Schedule 14f-1. The Standard General Group shall promptly provide the Company, and in any event within three business days after the date hereof, any information reasonably necessary concerning the Standard General Designees in connection therewith and requested by the Company within one business day after the date hereof, including the Nomination Documents (as hereinafter defined). (e) Each New Board Designee, other than the Class A Designee, (i) constitutes an independent director of the Board under the rules of the NYSE MKT LLC (an “Independent Director”), (ii) conducted an interview of is not affiliated with or have any material relationship with the Investor, Standard General Group and (iii) evaluated information required is not affiliated with or have any material relationship with ▇▇▇ ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”). The Board shall make a determination as to the Class A Designee’s independence under applicable NYSE MKT LLC independence rules after the Director Resignations and the Director Appointments have occurred, and, if he or she is determined to so qualify, he or she shall be an Independent Director for all purposes hereunder. (f) For so long as no member of the Standard General Group (other than Charney) has breached Section 3 of this Agreement, and subject to compliance by the members of the Board with their fiduciary duties, the Company shall use its reasonable best efforts to cause the election, at the 2015 Annual Meeting of Stockholders of the Company (the “2015 Annual Meeting”) of each such New Board Designee as a director of the Company (including by including each such New Board Designee in the Company’s proxy statement for such Annual Meeting, recommending that the Company’s stockholders vote in favor of the election of each such New Board Designee and otherwise supporting each such New Board Designee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees). (g) Each committee of the Board existing as of the date of this Agreement or customarily disclosed by directors or director candidates in proxy statements or created after the date hereof (a “Board Committee”) shall consist of Independent Directors, provided that (i) the Class A Designee shall be permitted to serve on any such committee, subject to NYSE MKT LLC independence rules and other filings independence rules under applicable law or stock exchange rules or listing and regulation and (ii) the Suitability Committee (as defined herein) shall have the composition set forth herein. So long as any Standard General Designee serves on the Board, at least one Standard General Designee shall be offered the opportunity to be a member of each Board Committee, provided that such Standard General Designee meets independence requirements under applicable regulatory standards, and, upon the acceptance of any Standard General Designee of any offer to become a member of any Board Committee, the Board shall effect such change in connection the composition of such Board Committee immediately (and no less than two business days following such acceptance); provided further that the majority of the members of each Board Committee shall be comprised of Independent Directors other than Standard General Designees and at least 1/3 of the members of each such Board Committee shall be Standard General Designees unless Standard General otherwise agrees. (h) For so long as a Standard General Designee is a member of the Board, except as otherwise provided in Section 5(a), the Board shall not create an executive committee, and shall cause the dissolution of any currently existing executive committee, including the Executive Succession Committee. For purposes of this Section 1(g), the term “executive committee” shall include any committee of the Board that is empowered, instructed to, tasked with assessing eligibility, independence and other criteria applicable or otherwise takes any action or proposes to directors with respect take any action regarding any matter that relates to the Investor Company’s strategic direction, extraordinary transactions or any other matters that are of a material nature to the Company; provided that nothing in this Section 1(g) shall prohibit the Company or the Board from creating a committee that does not include any Standard General Designees to consider specific matters that involve conflicts of interests between the Company and has received the acknowledgment any member of the Investor set forth Standard General Group (other than Charney) if it would be prudent as a matter of law to exclude the Standard General Designees from membership on such committee. (i) As promptly as practicable after the date hereof, and in Section 1(b) of this Agreement any event within three business days after the date hereof, the Standard General Group and the Board shall provide to the Company an executed consent from each New Board Designee and a completed D&O Questionnaire in the form previously provided to the Standard General Group (collectively, the “InformationNomination Documents”). After the date hereof, each New Board Designee shall promptly provide to the Company, as requested by the Company from time to time, such information as the Company is entitled to reasonably receive from other members of the Board, including as is required to be disclosed in the Schedule 14f-1 and proxy statements under applicable law. (j) At all times while serving as a member of the Board, the New Board Designees shall comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s code of business conduct and ethics, securities trading policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelines, in each case that have been identified to the New Board Designees, and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board Committees (all subject to Section 4 of this Agreement); provided, however, that the Company acknowledges that Standard General and its Affiliates (except for Charney, the “Standard General Affiliates”) manage a large pool of capital in its normal course of business and invest in many public and private securities, and the Company agrees that the service of the Standard General Designees on the Board shall not prevent Standard General and its Affiliates from investing in any companies or businesses in the ordinary course of business of Standard General or such Affiliates so long as such investment was not made on the basis of confidential information received by a Standard General Designee in his or her capacity as a member of the Board or any Committee. For purposes of this Agreement, the term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act. (k) So long as any Standard General Designee is a member of the Board, and subject to Section 2(d), the Company shall not take any action, or support or encourage any action, to amend the Bylaws of the Company (the “Company Bylaws”) to increase the size of the Board or change the number of votes any member of the Board has with respect to any matter; provided, however that the Board may amend the Company Bylaws to increase the size of the Board of Directors in connection with any capital raising activity after the Director Appointments have occurred with the consent of Standard General (which consent shall not be unreasonably withheld, conditioned or delayed). (l) So long as any Standard General Designee is a member of the Board, (i) no single individual shall serve as both Chairman of the Board and Chief Executive Officer (“CEO”) of the Company and (ii) the Chairman of the Board shall be an Independent Director. (m) The Company and the Standard General Group shall use their reasonable best efforts to procure from Lion Capital (Guernsey) II Limited (“Lion”) a waiver of Lion’s right to designate persons for nomination for election to the Board pursuant to the Investment Agreement, dated as of March 13, 2009, between the Company and Lion (as amended). (n) The Standard General Designees shall be appointed to the Board as provided herein unless the representations of Standard General set forth in Section 10(c)(ii) (viewing the independence rules of NYSE MKT LLC from the perspective of a board of directors acting reasonably) are inaccurate with respect to any such Standard General Designee. In such event, Standard General shall nominate a new Standard General Designee with respect to whom such representations are accurate to fill such vacancy and such Standard General Designee shall be appointed to the Board as provided herein. Each of the Joint Designees shall be evaluated by the Nominating and Corporate Governance Committee. In the event that the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) have assumed determines that the Information provided by the Investor it is complete, true and accurate. Based on the Information, the Nominating Committee has reviewed and approved the qualifications of the Investor unable to serve support any Joint Designee for appointment as a member of the Board and meet the requirements to qualify as “independent” as defined by the NYSE American listing standards and by the Securities and Exchange Commission (“SEC”). In consideration of the foregoingBoard, the Board parties hereto shall take all necessary action to: (A) appoint the Investor to the Board as a director effective as of February 16, 2023 with a term expiring at the 2023 Annual Meeting of Stockholders expected to be held in May or June 2023 (the “2023 Annual Meeting”) or until his earlier death, resignation, disqualification or removal, and (B) recommend in favor of the Investor’s reelection to the Board by the stockholders at the 2023 Annual Meeting and solicit stockholders accordingly in favor of such reelection in the same manner as for other nominees nominated by the Company at the 2023 Annual Meeting. The Board shall also consider nominating the Investor for reelection to the Board at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) agree in good faith and on a replacement for such Joint Designee. The parties shall use all efforts to ensure that in no event shall the same manner foregoing delay or prevent the appointment of the New Board considers the nomination of all incumbent directorsDesignees as contemplated hereby.

Board Matters. In connection with the actions set forth below and otherwise contemplated by this Agreement, the Board has (i) received and reviewed relied on information and materials that the Investor Group and each New Director (as defined below) has provided to the Company, including a fully completed and executed copy interviews conducted of each New Director, information provided in the Company’s standard director & officer questionnaire completed by Nomination Notice, authorizations from the InvestorInvestor Group and/or the New Directors with respect to background checks, (ii) conducted an interview of the Investor, and (iii) evaluated information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors with respect to the Investor and has received the acknowledgment of the Investor set forth in Section 1(b) of this Agreement (collectively, the “Information”)directors, and the Board and the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) have assumed (and the Investor Group and New Directors have represented and warranted) that such information and materials, the Information director questionnaire and other customary director onboarding documentation provided by the Investor each New Director is completeor will be fully completed, true and accurate. Based on the Informationsuch information, the Nominating Committee has reviewed and approved the qualifications of the Investor each New Director to serve as a member of the Board and meet the requirements to qualify as “independent” as defined by the NYSE American listing standards of the NASDAQ Stock Market and by the Securities and Exchange Commission (“SEC”). In consideration Concurrently with the effectiveness of the foregoingthis Agreement, the Board shall will take all necessary action to: : (Ai) appoint increase the Investor to size of the Board by four and appoint each of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the “New Directors”) as a director new directors of the Company, effective as of February 16the first business day following the date hereof, 2023 to fill the resulting vacancies from such newly created directorships with a term expiring at the 2023 2019 Annual Meeting or until such person’s earlier death, resignation, disqualification or removal; (ii) prior to the filing and mailing of Stockholders expected its definitive proxy statement for the 2019 Annual Meeting and conditioned upon the Investor Group and each New Director delivering to the Company on the date hereof fully executed consents from each New Director setting forth their consent to serve as director nominees and directors and to be held named in May or June 2023 the Company’s proxy statement and proxy card, nominate each New Director as a candidate for election to the Board at the 2019 Annual Meeting to serve until the 2020 annual meeting of shareholders (the “2023 2020 Annual Meeting”) ), or until his such person’s earlier death, resignation, disqualification or removal, and (B) recommend in favor of the Investorand support such New Director’s reelection election to the Board by the stockholders shareholders at the 2023 2019 Annual Meeting and solicit stockholders shareholders accordingly in favor of such reelection in the same manner as for other nominees independent director candidates nominated by the Company at the 2023 2019 Annual Meeting. The ; (iii) appoint two of the New Directors selected by the Board shall also consider nominating as new members of the Investor Business Transformation and Strategy Review Committee of the Board (the “Transformation Committee”); (iv) appoint two of the New Directors selected by the Board as new members of the CEO Search Committee of the Board (the “Search Committee”); and (v) at the 2020 Annual Meeting while the Standstill Period (as defined below) is in effect, and conditioned upon each New Director providing the information, authorizations and documentation required of all director nominees, nominate each New Director as a candidate for reelection election to the Board at the 2024 2020 Annual Meeting to serve until the 2021 annual meeting of Stockholders the shareholders (the “2024 2021 Annual Meeting”) or until such person’s earlier death, resignation, disqualification or removal, and recommend in good faith favor of such New Director’s election to the board by the shareholders at the 2020 Annual Meeting and solicit shareholders accordingly in the same manner as for other independent director candidates nominated by the Board considers Company at the nomination of all incumbent directors2020 Annual Meeting.

Board Matters. In (a) The Company shall (i) include ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. (“▇▇▇▇▇▇▇”) on the Board’s slate of nominees for election as Class II directors of the Company at the 2006 Annual Meeting for a three-year term ending at the Company’s 2009 Annual Meeting and until their successors have been duly elected and qualified and (ii) use its reasonable best efforts to cause the election of such directors at the Company’s 2006 Annual Meetings including, without limitation, recommending that the Company’s stockholders vote in favor of the election of the directors at the annual meeting and voting the shares of Common Stock represented by all proxies granted by stockholders in connection with the actions solicitation of proxies by the Board of Directors in connection with the meeting in favor of such directors, except for such proxies that specifically indicate a vote to withhold authority with respect to such directors. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendations. The Company shall use its reasonable best efforts to hold the 2006 Annual Meeting no later than December 7, 2006, but, in any event, the 2006 Annual Meeting shall not be held later than December 15, 2006. (b) The Barington Group agrees to vote in favor of the Board’s slate of nominees for election as Class II directors of the Company at the 2006 Annual Meeting, provided that such slate consists of the director nominees set forth below and otherwise contemplated by this Agreementin Section 5(a)(i) above. No member of the Barington Group shall take any position, make any statements or take any action inconsistent with the foregoing. (c) If at any time during the term of the Class II directors to be elected at the 2006 Annual Meeting there shall occur a vacancy in the Board has seat previously occupied by ▇▇▇▇▇▇▇ or during the term of the Class III directors serving as of the date hereof there shall occur a vacancy in the Board seat previously occupied by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇▇▇▇”) by reason of the resignation, removal, death or incapacity of either of them, then the Company shall take all necessary action to promptly fill such vacancy by a person nominated by the Barington Group having reasonably appropriate business experience and background; provided, however, that if the reason for such vacancy is the voluntary resignation of ▇▇▇▇▇▇▇, then such nomination shall be subject to approval by the Board, which approval shall not be unreasonably withheld or delayed. (d) During the term of the Class III directors serving as of the date hereof, ▇▇▇▇▇▇▇▇▇▇▇ (i) received and reviewed information and materials that shall continue to serve on the Investor has provided to the Company, including a fully completed and executed copy of the Company’s standard director & officer questionnaire completed by the InvestorExecutive Committee, (ii) conducted an interview shall continue to serve on another standing committee of the InvestorBoard (including, and (iii) evaluated information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standards, in connection with assessing eligibility, independence and other criteria applicable to directors with respect to the Investor and has received the acknowledgment of the Investor set forth in Section 1(b) of this Agreement (collectivelywithout limitation, the “Information”)Audit Committee, and the Board and the Nominating and Corporate Governance Committee and the Compensation Committee) and (iii) shall be appointed to serve on the Special Committee created pursuant to Section 7 hereof, provided, in each case, that he is then qualified to serve on any such committee under applicable legal requirements and listing standards. During the term of the Class II directors being elected at the 2006 Annual Meeting, ▇▇▇▇▇▇▇ shall be appointed to serve on a standing committee of the Board on which ▇▇▇▇▇▇▇▇▇▇▇ is not a member, provided that he is then qualified to serve on any such committee under applicable legal requirements and listing standards. (e) During the “Nominating Committee”) have assumed that the Information provided by the Investor is complete, true and accurate. Based on the Information, the Nominating Committee has reviewed and approved the qualifications term of the Investor to serve as a member of the Board and meet the requirements to qualify as “independent” Standstill Period (as defined by the NYSE American listing standards and by the Securities and Exchange Commission (“SEC”in Section 8 below). In consideration of the foregoing, the Board shall take all necessary action to: be comprised of twelve (A12) appoint directors and the Investor size of the Board shall not be increased or decreased without the prior written consent of the Barington Group. (f) The Company shall provide the Barington Group with true and complete copies of any draft preliminary or definitive proxy statements for the 2006 Annual Meeting as well as the Form 8-K being filed with respect to this Agreement, not less than three (3) business days in the case of proxy statements, and not less than one (1) business day in the case of the Form 8-K, prior to the Board as a director effective as of February 16filing thereof, 2023 in order to provide the Barington Group with a term expiring at the 2023 Annual Meeting of Stockholders expected reasonable opportunity to be held in May or June 2023 (the “2023 Annual Meeting”) or until his earlier death, resignation, disqualification or removal, review and (B) recommend in favor of the Investor’s reelection to the Board by the stockholders at the 2023 Annual Meeting and solicit stockholders accordingly in favor of such reelection in the same manner as for other nominees nominated by the Company at the 2023 Annual Meetingcomment thereon. The Board Company shall also consider nominating the Investor for reelection to the Board at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) in good faith any comments of the Barington Group and its counsel. The Company shall use the language, or a summary thereof that is agreed upon in the same manner foregoing filings, in all other SEC filings that disclose, discuss, refer to or are being filed in response to or as a result of this Agreement. (g) Concurrently with the execution of this Agreement, the Company shall provide evidence, reasonably satisfactory to the Barington Group, that the Board considers has authorized and approved this Agreement and the nomination of all incumbent directorsexecution and performance hereof.

Board Matters. In connection with (a) The Company agrees, as promptly as practicable following the actions set forth below and otherwise contemplated by execution of this Agreement, that the Board has of Directors of the Company (the “Board”) shall take the necessary actions to (i) received increase the size of the Board (ii) appoint Mr. Rob Frankfurt (“Mr. Frankfurt”) to fill a newly created vacancy on the Board and reviewed information and materials that the Investor has provided (iii) nominate Mr. Frankfurt for election to the Board as part of the Company’s director slate for its 2019 Annual Meeting. (b) Prior to the date of this Agreement, including Mr. Frankfurt has submitted to the Company a fully completed and executed copy of the Company’s standard director & officer questionnaire completed by D&O Questionnaire and other onboarding materials. Mr. Frankfurt shall timely provide the Investor, (ii) conducted an interview of the Investor, and (iii) evaluated information required Company with his consent to be or customarily disclosed by directors or director candidates named in the Company’s proxy statements or other filings under applicable law or stock exchange rules or listing standards, statement and to serve on the Board if elected (the “Nomination Documents”) in connection with assessing eligibilitythe Company’s obligation in subsection (a)(iii) above. (c) Upon becoming a member of the Board, independence and other criteria applicable to directors Mr. Frankfurt shall have the same rights (including for the avoidance of doubt with respect to consideration for committee appointments) and duties as any other Board member. At all times from the Investor and has received the acknowledgment of the Investor set forth in Section 1(b) date of this Agreement (collectively, through to the “Information”), and the Board and the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) have assumed that the Information provided by the Investor is complete, true and accurate. Based on the Information, the Nominating Committee has reviewed and approved the qualifications of the Investor to serve date he terminates his service as a member of the Board and meet the requirements to qualify as “independent” as defined by the NYSE American listing Board, Mr. Frankfurt shall comply with all written policies, procedures, processes, codes, rules, standards and by guidelines applicable to Board members, and of which Mr. Frankfurt has been provided written copies in advance (or which have been filed with the Securities and Exchange Commission (the “SEC”) or posted on the Company’s website), including but not limited to the Company’s corporate governance guidelines, corporate code of conduct, code of ethics, director stock ownership guidelines and i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and shall preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees, subject to the confidentiality provisions in Section 2. (d) The Company has agreed with the Ajdler Group to include Mr. Frankfurt in the Company’s slate of directors for the 2019 Annual Meeting, and the Company shall use reasonable commercial efforts to cause Mr. Frankfurt to be elected (including by recommending that the Company’s stockholders vote in favor of the election of Mr. Frankfurt, including Mr. Frankfurt in the Company’s proxy statement and proxy card for such annual meeting and otherwise supporting Mr. Frankfurt for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate) (collectively, the “Election Support Efforts”), and the Ajdler Group agrees not to nominate director candidates or conduct a proxy contest regarding any matter, including the election of directors or the submission of a shareholder proposal, with respect to the 2019 Annual Meeting. (e) The Ajdler Group agrees that the Board or any of its committees may recuse Mr. Frankfurt from any Board or committee meeting or portion thereof at which the Board or such committee is evaluating or taking action with respect to (i) the exercise of the Company’s rights or enforcement of any of the obligations under this Agreement; (ii) any action taken in response to actions taken or proposed by an Investor with respect to the Company; (iii) Mr. Frankfurt’s breach of this Agreement or failure to comply with the Company’s charter, bylaws or policies that are applicable to all directors or (iv) any proposed transaction between the Company and any Investor. (f) If Mr. Frankfurt is unable to serve as a director or nominee prior to the expiration of the Standstill Period (as defined in Section 4 below) and at such time as Ajdler Group’s maintains a Minimum Ownership Threshold (defined below), the Ajdler Group shall have the ability to recommend a replacement person(s) (any such person shall be referred to as a "Ajdler Replacement Appointee") (x) for nomination for election to the Board if Mr. Frankfurt had been nominated for election to the Board or (y) for appointment to the Board if Mr. Frankfurt had been serving on the Board, each in accordance with this Section 1(f). In consideration Any Replacement Appointee must (i) qualify as “independent” of the foregoingCompany pursuant to the listing standards of the NASDAQ, (ii) have relevant business and financial expertise to be a director of the Company, (iii) be independent of each member of Ajdler Group and (iv) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld). Upon the recommendation of an Ajdler Replacement Appointee by the Ajdler Group, the Board and any applicable committee thereof shall make its determination regarding whether such Ajdler Replacement Appointee meets the foregoing criteria no later than ten (10) business days after such recommendation; provided, however, that if the Board does not accept such Ajdler Replacement Appointee as recommended, the parties shall continue to follow the procedures of this Section l(f) until an Ajdler Replacement Appointee is appointed or elected to the Board as recommended. Upon an Ajdler Replacement Appointee's appointment to the Board, the Board shall take all actions necessary action to: (Ato appoint such Ajdler Replacement Appointee to any applicable committee of the Board of which Mr. Frankfurt was a member immediately prior to his being unable to serve. The provisions of this Section 1(f) appoint the Investor shall apply to any Ajdler Replacement Appointee nominated or appointed to the Board who becomes unable to serve as a director effective as or nominee prior to the expiration of February 16the Standstill Period. For the purposes of this subsection “Minimum Ownership Threshold” shall mean the Ajdler Group, 2023 together with a term expiring at all controlled Affiliates of the 2023 Annual Meeting members of Stockholders expected to be held in May or June 2023 the Ajdler Group (such controlled Affiliates, collectively and individually, the “2023 Annual MeetingAjdler Affiliates”), collectively beneficially own (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act), an aggregate Net Long Position of at least three percent (3%) or until his earlier death, resignation, disqualification or removal, and (B) recommend in favor of the Investornumber of outstanding Voting Securities (as defined in Section 6(b)below) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) and “Net Long Position” shall mean such shares of Common Stock beneficially owned, directly or indirectly, that constitute such person’s reelection net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis; provided that “Net Long Position” shall not include any shares as to which such person does not have the Board by right to vote or direct the stockholders at vote or as to which such person has entered into a derivative or other agreement, arrangement or understanding that h▇▇▇▇▇ or transfers, in whole or in part, directly or indirectly, any of the 2023 Annual Meeting and solicit stockholders accordingly in favor economic consequences of ownership of such reelection in the same manner as for other nominees nominated by the Company at the 2023 Annual Meeting. The Board shall also consider nominating the Investor for reelection to the Board at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) in good faith and in the same manner the Board considers the nomination of all incumbent directorsshares.

Board Matters. In (a) The Company and Taikang agree as follows: (i) From time to time and subject to applicable law and the execution by Taikang of a customary confidentiality agreement (including customary restrictions on trading in securities of the Company while in the possession of material non-public information concerning the Company), Taikang may invite the management and directors of the Company to meet with Taikang to discuss the Company's business and potential opportunities for Taikang to provide advice and assistance to the Company; (ii) The Board of Directors of the Company (the “Board”) shall take all action necessary to appoint ▇▇▇▇▇ ▇▇▇▇▇▇ (the “New Independent Director”) to the Board effective contemporaneously with the execution of this Agreement; (iii) the Company’s slate of nominees for election as directors of the Company at the Company’s 2017 Annual Meeting (the “2017 Annual Meeting”) shall include the New Independent Director; (iv) the Company will use its reasonable best efforts to cause the election of the New Independent Director to the Board at the 2017 Annual Meeting (including recommending that the Company’s shareholders vote in favor of the election of the New Independent Director (along with all other Company nominees) and otherwise supporting him for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate); (v) should the New Independent Director resign from the Board or be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or not be serving on, the Board (other than in connection with the actions set forth below and otherwise contemplated by this AgreementCompany delivering a Notice of Intent Not to Nominate (as hereinafter defined)), the Company and Taikang will use reasonable best efforts to identify a mutually acceptable replacement for the New Independent Director having similar stature and qualifications, and who would constitute an independent director of the Board has under the applicable New York Stock Exchange independence rules and who is not otherwise materially affiliated with or related to Taikang or any of its direct or indirect controlling equity holders (i) received and reviewed information and materials that the Investor has provided a “Replacement”). Subject to the CompanyReplacement, including prior to his or her appointment to the Board, providing to the Company a fully written confirmation of his or her willingness to serve as a director if so appointed or elected, a completed and executed copy of D&O Questionnaire substantially in the Company’s standard director & officer questionnaire completed by customary form and such other documents as are customarily required from the Investor, (ii) conducted an interview of the InvestorCompany’s other directors, and (iii) evaluated information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standards, in connection meeting with assessing eligibility, independence and other criteria applicable to directors with respect to the Investor and has received the acknowledgment representatives of the Investor set forth in Section 1(b) of this Agreement (collectively, the “Information”), and the Board and the Nominating and Corporate Governance Committee of the Board in accordance with the practices of the Board and the Nominating and Corporate Governance Committee, the Company shall take all necessary action to appoint the Replacement to the Board as promptly as reasonably practicable. Any Replacement who becomes a Board member in replacement of the New Independent Director shall be deemed thereafter to be the New Independent Director for all purposes under this Agreement; and (vi) for any annual meeting of Company shareholders subsequent to the “Nominating Committee”) have assumed 2017 Annual Meeting at which the New Independent Director is nominated by the Company and agrees to serve, the Company shall use commercially reasonable efforts to cause the election of the New Independent Director so nominated by the Company (including recommending that the Information provided by the Investor is complete, true and accurate. Based on the Information, the Nominating Committee has reviewed and approved the qualifications Company’s shareholders vote in favor of the Investor to serve election of the New Independent Director, including the New Independent Director in the Company’s proxy statement for such annual meeting of Company shareholders and otherwise supporting the New Independent Director for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (b) The Company and Taikang understand and agree that, at all times while serving as a member of the Board and meet Board, the requirements New Independent Director will be required to qualify as “independent” as defined by the NYSE American listing comply with all policies, procedures, processes, codes, rules, standards and by guidelines applicable to Board members, including the Securities Company’s code of business conduct and Exchange Commission (“SEC”). In consideration ethics, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the foregoingBoard or Board committees. Compliance with such policies, procedures, processes, codes, rules, standards and guidelines shall be the Board shall take all necessary action to: (A) appoint the Investor to the Board as a director effective as of February 16, 2023 with a term expiring at the 2023 Annual Meeting of Stockholders expected to be held in May or June 2023 (the “2023 Annual Meeting”) or until his earlier death, resignation, disqualification or removal, and (B) recommend in favor sole responsibility of the Investor’s reelection to the Board by the stockholders at the 2023 Annual Meeting and solicit stockholders accordingly in favor of such reelection in the same manner as for other nominees nominated by the Company at the 2023 Annual Meeting. The Board shall also consider nominating the Investor for reelection to the Board at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) in good faith and in the same manner the Board considers the nomination of all incumbent directorsNew Independent Director.

Board Matters. (i) In connection with the actions set forth below and otherwise contemplated by this Agreement, the Board has (i) received and reviewed relied on information and materials that the Investor Group and each New Director (as defined below) has provided to the Company, including a fully completed and executed copy interviews conducted of each New Director, information provided in the Company’s standard director & officer questionnaire completed by Nomination Notice, authorizations from the InvestorInvestor Group and/or the New Director with respect to background checks, (ii) conducted an interview of the Investor, and (iii) evaluated information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors with respect to the Investor and has received the acknowledgment of the Investor set forth in Section 1(b) of this Agreement (collectively, the “Information”)directors, and the Board and the Nominating and Corporate Governance & ESG Committee of the Board (the “Nominating Committee”) have assumed (and the Investor Group and New Directors have represented and warranted) that such information and materials, the Information director questionnaire and other customary director onboarding documentation provided by the Investor each New Director is completeor will be fully completed, true and accurate. Based on the Informationsuch information, the Nominating Committee has reviewed and approved the qualifications of the Investor each New Director to serve as a member of the Board and meet the requirements to qualify as “independent” as defined by the NYSE American listing standards of the New York Stock Exchange (the “NYSE”) and by the Securities and Exchange Commission (the “SEC”). In consideration Concurrently with the effectiveness of the foregoingthis Agreement, the Board shall will take all necessary action to: , as promptly as practicable after the completion of the 2021 Annual Meeting, increase the size of the Board by three and appoint each of (A) appoint ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the Investor to “New Directors”) as new directors of the Board Company and (B) ▇▇▇▇▇▇▇▇▇ ▇▇▇ (the “Additional Independent Director”) as a new director effective as of February 16the Company, 2023 to fill the resulting vacancies from such newly created directorships, each with a term expiring at the 2023 Annual Meeting 2022 annual meeting of Stockholders expected to be held in May or June 2023 shareholders (the “2023 2022 Annual Meeting”) or until his such person’s earlier death, resignation, disqualification or removal. (ii) Promptly following the execution of this Agreement, and the Board shall take all necessary actions for the existing ad hoc finance committee (Bthe “Finance Committee”) recommend in favor to become a standing committee of the Investor’s reelection Board. The purpose of the Finance Committee, which will be further described in the charter of such committee, will include assisting the Board on its oversight of existing debt and equity capital financing matters and capital allocation decisions made by the Company. Upon the appointment of the New Directors, the Board shall take all necessary actions to immediately appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to the Finance Committee. (iii) The Company agrees that during the period commencing on the date hereof until the appointment of the New Directors and the Additional Independent Director, the New Directors shall be observers to the Board by the stockholders at the 2023 Annual Meeting and solicit stockholders accordingly in favor of such reelection in the same manner as for other nominees nominated by the Company at the 2023 Annual Meeting. The Board shall also consider nominating the Investor for reelection to the Board at the 2024 Annual Meeting of Stockholders (the “2024 Annual MeetingObservers”) in good faith and in shall receive, on a confidential and restricted basis, copies of all documents distributed to the same manner Board, including, without limitation, notice of all meetings of the Board, all written consents executed by the Board, all materials prepared for consideration at any meeting of the Board, and all minutes related to each meeting of the Board considers occurring on or after the nomination date hereof contemporaneous with their distribution to the Board. The Observers shall have the right to attend and reasonably participate, but not vote, at all meetings of the Board during this period (whether such meetings are held in person, telephonically or otherwise). The Observers will agree to comply with all incumbent directorspolicies applicable to the directors and officer of the Company that have been provided to the Observers.

Board Matters. In connection a. The Company agrees that the Company and the Board will amend the Board’s prior nomination of persons for election as directors by the holders of Publicly Traded Shares at the 2009 Annual Meeting, to cause such slate of nominees standing for election and recommended by the Board to include ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “Incumbent Nominees”) and (ii) ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇” and, with ▇▇▇▇▇, the “GAMCO Nominees” and, together with the actions set forth below and otherwise contemplated by this AgreementIncumbent Nominees, the Board has (i“Public Nominees”) received and reviewed information and materials that to name the Investor has provided to GAMCO Nominees in the Company’s Proxy Statement, including a fully completed the Proxy and executed copy the ballot for the Company’s 2009 Annual Meeting as part of the Company’s standard director & officer questionnaire completed proposed slate of directors for election by the Investor, (ii) conducted an interview holders of the InvestorPublicly Traded Shares. In addition, the Company shall recommend in its Proxy Statement, Proxy and ballot that the holders of the Publicly Traded Shares vote to elect the GAMCO Nominees. b. GAMCO will, and (iii) evaluated information required will cause each of its controlled affiliates to, vote all Publicly Traded Shares that it is entitled to be or customarily disclosed by directors or director candidates vote at the 2009 Annual Meeting in proxy statements or other filings under applicable law or stock exchange rules or listing standards, favor of the election of each of the identified Public Nominees at the 2009 Annual Meeting. c. GAMCO will use its reasonable best efforts to cause the GAMCO Nominees to cooperate fully with the Company in connection with assessing eligibilitythe Company’s process for selecting, independence evaluating and other criteria applicable appointing directors to directors with respect serve on the Board. d. If, prior to the Investor and has received the acknowledgment 2010 annual meeting of shareholders of the Investor set forth in Section 1(bCompany, either ▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ (or any replacement therefor) of this Agreement (collectively, the “Information”), and the Board and the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) have assumed that the Information provided by the Investor is complete, true and accurate. Based on the Information, the Nominating Committee has reviewed and approved the qualifications of the Investor unable or unwilling to serve as a member GAMCO Nominee, then GAMCO (and no other person, group, or entity) shall select a replacement director, and the Company shall take any and all action to fill such vacancy with such replacement director, subject to the reasonable determination of the Board Corporate Governance and meet the requirements Nominating Committee that any proposed replacement meets all applicable independence and qualification standards with respect to qualify as “independent” as defined by the NYSE American listing standards and by the Securities and Exchange Commission (“SEC”). In consideration of the foregoing, the Board shall take all necessary action to: (A) appoint the Investor to the Board serving as a director effective as of February 16, 2023 with a term expiring at the 2023 Annual Meeting of Stockholders expected to be held in May or June 2023 (the “2023 Annual Meeting”) or until his earlier death, resignation, disqualification or removal, and (B) recommend in favor of the Investor’s reelection to the Board by the stockholders at the 2023 Annual Meeting and solicit stockholders accordingly in favor of such reelection in the same manner as for other nominees nominated by the Company at the 2023 Annual Meeting. The Board shall also consider nominating the Investor for reelection to the Board at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) in good faith and in the same manner the Board considers the nomination of all incumbent directorsdirector.

Board Matters. In connection (i) Concurrent with the actions set forth below and otherwise contemplated by execution of this Agreement, the Board has and all applicable committees of the Board shall appoint ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (ithe “New Director”) received and reviewed information and materials as a Class II director serving a term expiring at the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”). The Board shall use reasonable best efforts to ensure that the Investor has 2022 Annual Meeting be held no later than June 30, 2022. (ii) The Company agrees that, provided that such director is willing to serve on the CompanyBoard, including it will nominate the New Director (or any Replacement Director) for election at the 2022 Annual Meeting as a fully completed director and executed copy will recommend and use reasonable best efforts to support and solicit proxies for the election of the New Director at the 2022 Annual Meeting, in the same manner as it recommends, supports and solicits proxies for the election of the Company’s standard other director & officer questionnaire completed by nominees. The Company confirms that it has (A) received from the Investor, (ii) conducted an interview of the Investor, and (iii) evaluated New Director all information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standardsregulations, including a fully completed and executed copy of the Company’s director candidate questionnaire (substantially in connection with assessing the form completed by the Company’s incumbent non-management directors), (B) completed all customary background checks on the New Director and (C) determined that the New Director satisfies all eligibility, independence independence, and other criteria applicable required by the Company to directors with respect be appointed to the Investor and has received the acknowledgment of the Investor set forth in Section 1(b) of this Agreement (collectively, the “Information”), and the Board and the Nominating committees set forth herein and Corporate Governance Committee to satisfy the Company’s compliance and legal obligations and to enable the timely filing of the Board (the “Nominating Committee”) have assumed that the Information provided by the Investor is complete, true Company’s proxy statement and accurate. Based on the Information, the Nominating Committee has reviewed and approved the qualifications of the Investor to serve as a member of the Board and meet the requirements to qualify as “independent” as defined by the NYSE American listing standards and by other periodic reports with the Securities and Exchange Commission (the “SEC”). In consideration . (iii) During the period commencing with the consummation of 2022 Annual Meeting through the foregoingTermination Date (as defined below), the Board shall take all necessary action to: (A) appoint not increase the Investor to size of the Board as a director effective as to greater than nine (9) directors without the prior written consent of February 16, 2023 with a term expiring at the 2023 Annual Meeting of Stockholders expected Indaba (such consent not to be held in May unreasonably withheld, conditioned or June 2023 (the “2023 Annual Meeting”) or until his earlier death, resignation, disqualification or removal, and (B) recommend in favor of the Investor’s reelection to the Board by the stockholders at the 2023 Annual Meeting and solicit stockholders accordingly in favor of such reelection in the same manner as for other nominees nominated by the Company at the 2023 Annual Meeting. The Board shall also consider nominating the Investor for reelection to the Board at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) in good faith and in the same manner the Board considers the nomination of all incumbent directorsdelayed).

Board Matters. In connection with (a) The Company shall include ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (including any replacement pursuant to Section 1(e), the actions set forth below “Corvex Designee”) as a nominee for election to the board of directors of the Company (the “Board”) on the slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the Company’s 2024 Annual Meeting of Stockholders (including any postponement, adjournment or rescheduling thereof, the “2024 Meeting”), and shall use its commercially reasonable efforts to cause the election of the Corvex Designee to the Board at the 2024 Meeting, including by recommending that the Company’s stockholders vote in favor of the Corvex Designee and otherwise contemplated by this Agreementsupporting the Corvex Designee in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nominees in the aggregate. Promptly after the Corvex Designee’s appointment to the Board and, if applicable, as a condition to the Corvex Designee’s nomination for election as a director of the Company at the 2024 Meeting, the Board has (i) received and reviewed information and materials that the Investor has provided Corvex Group must provide to the Company, including a fully completed and executed copy of in each case, to the Company’s standard director & officer questionnaire completed by the Investorsame extent as provided with respect to other nominees, (ii) conducted an interview of the Investor, and (iii) evaluated such information as is required to be or customarily disclosed by directors or director candidates in proxy statements or other Company filings under applicable law or stock exchange rules or listing standards, in connection with assessing eligibility, independence and other criteria applicable to directors with respect to is otherwise necessary for the Investor and has received the acknowledgment inclusion of the Investor set forth in Section 1(b) Corvex Designee on the Board’s slate of nominees for election as directors or for the Company to comply with applicable law. The Company shall not be obligated pursuant to this Agreement to include the Corvex Designee (collectively, or any replacement designee appointed pursuant to Section 1(e)) on the “Information”Board’s slate of nominees for election as directors at the Company’s annual meeting of stockholders for any meeting other than the 2024 Meeting (and only for the 2024 Meeting if the applicable conditions hereunder are satisfied), . The parties hereto acknowledge and the Board and the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) have assumed agree that the Information provided by Corvex Designee (and any replacement designee appointed pursuant to Section 1(e)) shall be entitled to receive compensation and expense reimbursement from the Investor is complete, true and accurate. Based on the Information, the Nominating Committee has reviewed and approved the qualifications of the Investor to serve Company for his service as a member of the Board to the same extent applicable to all Independent directors of the Company. The Corvex Group agrees that it shall not, directly or indirectly, compensate or agree to compensate, any director or director nominee of the Company for such person’s service as a member of the Board (including the Corvex Designee (or any replacement designee appointed pursuant to Section 1(e))). For the avoidance of doubt, nothing in the preceding sentence shall limit the Corvex Group’s right to compensate the Corvex Designee pursuant to any customary employee, consultant or similar arrangement with any member of the Corvex Group that is not based on the Corvex Designee’s service on the Board. “Independent” means that such person qualifies as independent director of the Company under all applicable listing standards, applicable rules of the SEC and meet the requirements to qualify as “independent” as defined publicly disclosed standards used by the NYSE American listing standards and by Board in determining the Securities and Exchange Commission (“SEC”). In consideration independence of the foregoing, the Board shall take all necessary action to: (A) appoint the Investor to the Board as a director effective as of February 16, 2023 with a term expiring at the 2023 Annual Meeting of Stockholders expected to be held in May or June 2023 (the “2023 Annual Meeting”) or until his earlier death, resignation, disqualification or removal, and (B) recommend in favor of the InvestorCompany’s reelection to the Board by the stockholders at the 2023 Annual Meeting and solicit stockholders accordingly in favor of such reelection in the same manner as for other nominees nominated by the Company at the 2023 Annual Meeting. The Board shall also consider nominating the Investor for reelection to the Board at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) in good faith and in the same manner the Board considers the nomination of all incumbent directors.