Common use of Board Nomination and Other Company Matters Clause in Contracts

Board Nomination and Other Company Matters. a. Promptly after the execution of this Agreement, the Company and the Board shall take all necessary actions to appoint Xxxxx Xxxxxx as a director of the Company to fill the current vacancy. b. Subject to the terms set forth in Section 1(g), the Company and the Board will take all necessary actions to nominate the TRT Nominees (as defined below) for election as an incumbent director of the Company at each annual meeting of the Company’s shareholders that occurs after the Effective Date (each, an “Annual Meeting”). Without limiting the generality of the foregoing and subject to the terms set forth in Section 1(g), the Company and the Board shall (i) cause the slate of nominees standing for election, and recommended by the Board, at each Annual Meeting to include the TRT Nominees, (ii) nominate and reflect in the Company’s proxy statement on Schedule 14A for each Annual Meeting (each, a “Company Proxy Statement”) the nomination of the TRT Nominees for election at such Annual Meeting as directors of the Company with a term expiring at the next Annual Meeting, (iii) recommend and reflect in the Company Proxy Statement for each Annual Meeting the recommendation of the TRT Nominees for election as directors of the Company at such Annual Meeting, and cause the Company to use its reasonable best efforts to solicit proxies in favor of the election of the TRT Nominees with respect to such Annual Meeting, and (iv) cause all proxies received by the Company with respect to each Annual Meeting to be voted in the manner specified by such proxies and cause all proxies for which a vote is not specified to be voted for the election of the TRT Nominees as directors of the Company. c. Prior to the execution of this Agreement, the Company and the Board have determined that each of Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxx (i) satisfies the requirements for being an independent director of the Company pursuant to applicable requirements of the NYSE American and the Securities and Exchange Commission (the “SEC”) and is “independent” in accordance with the requirements of all applicable rules and policies of the Company, and (ii) is otherwise qualified to serve as a member of the Board. d. Each of the Company and TRT agrees that each of the TRT Nominees, upon election or appointment to the Board, will serve as an integral member of the Board and of the Committees (as defined below) and, subject to the terms and conditions set forth in this Agreement, will be governed by the same protections and obligations regarding confidentiality, conflicts of interest (including, when necessary under state law, obligations relating to recusal), fiduciary duties, trading and disclosure policies, and other governance guidelines, and will have the same rights and benefits, including with respect to insurance coverage, indemnification rights, exculpation, advancement of expenses, and compensation and fees, access to personnel and information as are applicable to all independent directors of the Company. e. Except to the extent not permitted under SEC or NYSE American rules, or, with respect to the Compensation Committee of the Board, would not qualify as a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) or an “outside director” for purposes of Section 162(m) of the Internal Revenue Code, to the extent applicable, at least one of the TRT Nominees will serve on each of the committees of the Board (each such committee, a “Committee,” and, collectively, the “Committees”). When determining whether the conditions set forth above shall apply, such determination will be made reasonably and in good faith by the Board on a basis reasonably consistent with the Board’s evaluation of other proposed members of such Committee and any determination to exclude a TRT Nominee from a committee must be supported by legal memorandum presented to the entire Board at least five days prior to a vote by the Board to exclude a TRT Nominee. Subject to the conditions set forth above, the Company and the Board will take all actions necessary and appropriate to effect the appointment of at least one TRT Nominee to each of the Committees promptly after the execution of this Agreement. Subject to the condition above, such TRT Nominee will serve on each Committee until the first date that (i) TRT owns less than 53,220,888 of the issued and outstanding Common Stock; provided, however, that the aforementioned requisite threshold shall be subject to equitable adjustment if any change in the outstanding shares of Common Stock shall occur as a result of any reclassification, recapitalization, reorganization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares or any stock dividend or stock distribution is declared (“Equitable Adjustment”) or (ii) on or after the third anniversary of the Effective Date, TRT owns less than 12.5% of the outstanding shares of Common Stock. The Company hereby confirms that the Company and the Board do not intend to create any additional Committees of the Board, but in the event that a new Committee (a “New Committee”) is created, the Company agrees that

Board Nomination and Other Company Matters. a. Promptly after (a) The Company hereby agrees that: (1) prior to the execution of this Agreementdate hereof, the board of directors of the Company and (the “Board”) has approved the nomination of the Nominee for election as a director at the Company’s 2015 annual meeting of stockholders (the “2015 Annual Meeting”) with a term expiring at the Company’s 2016 annual meeting of stockholders (“2016 Annual Meeting”); (2) the Board shall take all necessary actions to appoint Xxxxx Xxxxxx will (x) name the Nominee as a nominee for election as a director of the Company to fill at the current vacancy. b. Subject to the terms set forth in Section 1(g), the Company and the Board will take all necessary actions to nominate the TRT Nominees (as defined below) for election as an incumbent director of the Company at each annual meeting of the Company’s shareholders that occurs after the Effective Date (each, an “Annual Meeting”). Without limiting the generality of the foregoing and subject to the terms set forth in Section 1(g), the Company and the Board shall (i) cause the slate of nominees standing for election, and recommended by the Board, at each 2015 Annual Meeting to include the TRT Nominees, (ii) nominate and reflect in the Company’s its definitive proxy statement on Schedule 14A for each Annual Meeting (each, a “Company Proxy Statement”) the nomination of the TRT Nominees for election at such Annual Meeting as directors of the Company with a term expiring at the next Annual Meeting, (iii) recommend and reflect in the Company Proxy Statement for each Annual Meeting the recommendation of the TRT Nominees for election as directors of the Company at such Annual Meeting, and cause the Company to use its reasonable best efforts to solicit proxies in favor of the election of the TRT Nominees with respect to such Annual Meeting, and (iv) cause all proxies received by the Company with respect to each Annual Meeting to be voted in the manner specified by such proxies and cause all proxies for which a vote is not specified to be voted for the election of the TRT Nominees as directors of the Company. c. Prior to the execution of this Agreement, the Company and the Board have determined that each of Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxx (i) satisfies the requirements for being an independent director of the Company pursuant to applicable requirements of the NYSE American and filed with the Securities and Exchange Commission (the “SEC”) in connection therewith and (y) recommend that the stockholders of the Company vote to elect the Nominee as a director of the Company at the 2015 Annual Meeting; and (3) the Company shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain the election of the Nominee at the 2015 Annual Meeting (it being understood that such efforts shall be not less than the efforts used by the Company to obtain the election of any other independent (as determined under Section 5605(a) (2) of the NASDAQ Listing Rules) director nominee nominated by it to serve as a director on the Board at the 2015 Annual Meeting). (b) The Company agrees that if the Nominee resigns as a director or otherwise is unable or unwilling to serve as a director at any time prior to the 2016 Annual Meeting, including as a result of death or disability, Oasis shall be entitled to designate as a replacement director an individual who would be considered an independent director of the Company under Section 5605(a)(2) of the NASDAQ Listing Rules, is reasonably acceptable to the Board as a replacement director and is “independent” in equally good standing in all material respects, as the Nominee being replaced. For the avoidance of doubt, the substitute director shall thereafter be deemed the Nominee for purposes of this Agreement and Oasis shall be entitled to the same rights and subject to the same requirements under this Agreement applicable to the resigning Nominee prior to his resignation, and such individual shall be appointed to the Board to serve the unexpired term, if any, of the Nominee. (c) Other than the Nominee the Board may nominate up to an additional six (6) individuals for election at the 2015 Annual Meeting. (d) Until the 2016 Annual Meeting, the Company shall not increase the size of the Board in excess of seven (7) members, and shall not decrease the size of the Board if such decrease would require the resignation of the Nominee. Other than for vacancies filled pursuant to Section 3(b), nothing in this Agreement shall prevent the Company from filling all vacancies in accordance with the requirements of all applicable rules Amended and policies of the Company, and (ii) is otherwise qualified to serve as a member of the Board. d. Each Restated By-Laws of the Company and TRT agrees that each of the TRT Nominees, upon election or appointment to the Board, will serve as an integral member of the Board and of the Committees (as defined below) and, subject to the terms and conditions set forth in this Agreement, will be governed by the same protections and obligations regarding confidentiality, conflicts of interest (including, when necessary under state law, obligations relating to recusal), fiduciary duties, trading and disclosure policies, and other governance guidelines, and will have the same rights and benefits, including with respect to insurance coverage, indemnification rights, exculpation, advancement of expenses, and compensation and fees, access to personnel and information as are applicable to all independent directors of the Company. e. Except to the extent not permitted under SEC or NYSE American rules, or, with respect to the Compensation Committee of the Board, would not qualify as a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) or an “outside director” for purposes of Section 162(m) of the Internal Revenue Code, to the extent applicable, at least one of the TRT Nominees will serve on each of the committees of the Board (each such committee, a “Committee,” and, collectively, the “CommitteesBy-Laws”). When determining whether the conditions set forth above shall apply, such determination will be made reasonably and in good faith by the Board on a basis reasonably consistent with the Board’s evaluation of other proposed members of such Committee and any determination to exclude a TRT Nominee from a committee must be supported by legal memorandum presented to the entire Board at least five days prior to a vote by the Board to exclude a TRT Nominee. Subject to the conditions set forth above, the Company and the Board will take all actions necessary and appropriate to effect the appointment of at least one TRT Nominee to each of the Committees promptly after the execution of this Agreement. Subject to the condition above, such TRT Nominee will serve on each Committee until the first date that (i) TRT owns less than 53,220,888 of the issued and outstanding Common Stock; provided, however, that the aforementioned requisite threshold shall be subject to equitable adjustment if any change in the outstanding shares of Common Stock shall occur as a result of any reclassification, recapitalization, reorganization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares or any stock dividend or stock distribution is declared (“Equitable Adjustment”) or (ii) on or after the third anniversary of the Effective Date, TRT owns less than 12.5% of the outstanding shares of Common Stock. The Company hereby confirms that the Company and the Board do not intend to create any additional Committees of the Board, but in the event that a new Committee (a “New Committee”) is created, the Company agrees that.

Board Nomination and Other Company Matters. a. Promptly after the execution of this Agreement, the Company and the Board shall take all necessary actions to appoint Xxxxx Xxx Xxxxxx Xxxxxx as a director of the Company to fill the current vacancy. b. Subject to the terms set forth in Section 1(g), the Company and the Board will take all necessary actions to nominate the TRT Nominees (as defined below) for election as an incumbent director of the Company at each annual meeting of the Company’s shareholders that occurs after the Effective Date (each, an “Annual Meeting”). Without limiting the generality of the foregoing and subject to the terms set forth in Section 1(g), the Company and the Board shall (i) cause the slate of nominees standing for election, and recommended by the Board, at each Annual Meeting to include the TRT Nominees, (ii) nominate and reflect in the Company’s proxy statement on Schedule 14A for each Annual Meeting (each, a “Company Proxy Statement”) the nomination of the TRT Nominees for election at such Annual Meeting as directors of the Company with a term expiring at the next Annual Meeting, (iii) recommend and reflect in the Company Proxy Statement for each Annual Meeting the recommendation of the TRT Nominees for election as directors of the Company at such Annual Meeting, and cause the Company to use its reasonable best efforts to solicit proxies in favor of the election of the TRT Nominees with respect to such Annual Meeting, and (iv) cause all proxies received by the Company with respect to each Annual Meeting to be voted in the manner specified by such proxies and cause all proxies for which a vote is not specified to be voted for the election of the TRT Nominees as directors of the Company. c. Prior to the execution of this Agreement, the Company and the Board have determined that each of Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxx Xxxxxx Xxxxxx (i) satisfies the requirements for being an independent director of the Company pursuant to applicable requirements of the NYSE American and the Securities and Exchange Commission (the “SEC”) and is “independent” in accordance with the requirements of all applicable rules and policies of the Company, and (ii) is otherwise qualified to serve as a member of the Board. d. Each of the Company and TRT agrees that each of the TRT Nominees, upon election or appointment to the Board, will serve as an integral member of the Board and of the Committees (as defined below) and, subject to the terms and conditions set forth in this Agreement, will be governed by the same protections and obligations regarding confidentiality, conflicts of interest (including, when necessary under state law, obligations relating to recusal), fiduciary duties, trading and disclosure policies, and other governance guidelines, and will have the same rights and benefits, including with respect to insurance coverage, indemnification rights, exculpation, advancement of expenses, and compensation and fees, access to personnel and information as are applicable to all independent directors of the Company. e. Except to the extent not permitted under SEC or NYSE American rules, or, with respect to the Compensation Committee of the Board, would not qualify as a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) or an “outside director” for purposes of Section 162(m) of the Internal Revenue Code, to the extent applicable, at least one of the TRT Nominees will serve on each of the committees of the Board (each such committee, a “Committee,” and, collectively, the “Committees”). When determining whether the conditions set forth above shall apply, such determination will be made reasonably and in good faith by the Board on a basis reasonably consistent with the Board’s evaluation of other proposed members of such Committee and any determination to exclude a TRT Nominee from a committee must be supported by legal memorandum presented to the entire Board at least five days prior to a vote by the Board to exclude a TRT Nominee. Subject to the conditions set forth above, the Company and the Board will take all actions necessary and appropriate to effect the appointment of at least one TRT Nominee to each of the Committees promptly after the execution of this Agreement. Subject to the condition above, such TRT Nominee will serve on each Committee until the first date that (i) TRT owns less than 53,220,888 of the issued and outstanding Common Stock; provided, however, that the aforementioned requisite threshold shall be subject to equitable adjustment if any change in the outstanding shares of Common Stock shall occur as a result of any reclassification, recapitalization, reorganization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares or any stock dividend or stock distribution is declared (“Equitable Adjustment”) or (ii) on or after the third anniversary of the Effective Date, TRT owns less than 12.5% of the outstanding shares of Common Stock. The Company hereby confirms that the Company and the Board do not intend to create any additional Committees of the Board, but in the event that a new Committee (a “New Committee”) is created, the Company agrees thatthat subject to the conditions set forth above, the Board will appoint at least one TRT Nominee to serve on the New Committee; provided, that the Board shall not be required to appoint any TRT Nominees to serve on a Special Committee (as defined below) formed solely for the purposes set forth in Section 3(d). The Company hereby agrees that the Company and the Board will not delegate any authority to transact with respect to an Extraordinary Transaction to any Committee that does not include a TRT Nominee (but the Company and the Board may authorize any Committee to review, analyze and make recommendations to the Board regarding any Extraordinary Transaction). For purposes of this Agreement, the term “Extraordinary Transaction” means any merger, consolidation, business combination, tender or exchange offer, sale or purchase of a substantial amount of securities or assets other than in the ordinary course of business, dissolution, liquidation, restructuring, recapitalization or similar transaction with or involving the Company or any of its subsidiaries.

Board Nomination and Other Company Matters. a. Promptly after the execution of this Agreement, the Company and the Board shall take all necessary actions to appoint Xxxxx Xxxxxx [l] as a director of the Company to fill the current vacancy. b. Subject to the terms set forth in Section 1(g), the Company and the Board will take all necessary actions to nominate the TRT Nominees (as defined below) for election as an incumbent director of the Company at each annual meeting of the Company’s shareholders that occurs after the Effective Date (each, an “Annual Meeting”). Without limiting the generality of the foregoing and subject to the terms set forth in Section 1(g), the Company and the Board shall (i) cause the slate of nominees standing for election, and recommended by the Board, at each Annual Meeting to include the TRT Nominees, (ii) nominate and reflect in the Company’s proxy statement on Schedule 14A for each Annual Meeting (each, a “Company Proxy Statement”) the nomination of the TRT Nominees for election at such Annual Meeting as directors of the Company with a term expiring at the next Annual Meeting, (iii) recommend and reflect in the Company Proxy Statement for each Annual Meeting the recommendation of the TRT Nominees for election as directors of the Company at such Annual Meeting, and cause the Company to use its reasonable best efforts to solicit proxies in favor of the election of the TRT Nominees with respect to such Annual Meeting, and (iv) cause all proxies received by the Company with respect to each Annual Meeting to be voted in the manner specified by such proxies and cause all proxies for which a vote is not specified to be voted for the election of the TRT Nominees as directors of the Company. c. Prior to the execution of this Agreement, the Company and the Board have determined that each of Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxx [l] (i) satisfies the requirements for being an independent director of the Company pursuant to applicable requirements of the NYSE American and the Securities and Exchange Commission (the “SEC”) and is “independent” in accordance with the requirements of all applicable rules and policies of the Company, and (ii) is otherwise qualified to serve as a member of the Board. d. Each of the Company and TRT agrees that each of the TRT Nominees, upon election or appointment to the Board, will serve as an integral member of the Board and of the Committees (as defined below) and, subject to the terms and conditions set forth in this Agreement, will be governed by the same protections and obligations regarding confidentiality, conflicts of interest (including, when necessary under state law, obligations relating to recusal), fiduciary duties, trading and disclosure policies, and other governance guidelines, and will have the same rights and benefits, including with respect to insurance coverage, indemnification rights, exculpation, advancement of expenses, and compensation and fees, access to personnel and information as are applicable to all independent directors of the Company. e. Except to the extent not permitted under SEC or NYSE American rules, or, with respect to the Compensation Committee of the Board, would not qualify as a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) or an “outside director” for purposes of Section 162(m) of the Internal Revenue Code, to the extent applicable, at least one of the TRT Nominees will serve on each of the committees of the Board (each such committee, a “Committee,” and, collectively, the “Committees”). When determining whether the conditions set forth above shall apply, such determination will be made reasonably and in good faith by the Board on a basis reasonably consistent with the Board’s evaluation of other proposed members of such Committee and any determination to exclude a TRT Nominee from a committee must be supported by legal memorandum presented to the entire Board at least five days prior to a vote by the Board to exclude a TRT Nominee. Subject to the conditions set forth above, the Company and the Board will take all actions necessary and appropriate to effect the appointment of at least one TRT Nominee to each of the Committees promptly after the execution of this Agreement. Subject to the condition above, such TRT Nominee will serve on each Committee until the first date that (i) TRT owns less than 53,220,888 [___]1 of the issued and outstanding Common Stock; provided, however, that the aforementioned requisite threshold shall be subject to equitable adjustment if any change in the outstanding shares of Common Stock shall occur as a result of any reclassification, recapitalization, reorganization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares or any stock dividend or stock distribution is declared (“Equitable Adjustment”) or (ii) on or after the third anniversary of the Effective Date, TRT owns less than 12.5% of the outstanding shares of Common Stock. The Company hereby confirms that the Company and the Board do not intend to create any additional Committees of the Board, but in the event that a new Committee (a “New Committee”) is created, the Company agrees thatthat subject to the conditions set forth above, the Board will appoint at least one TRT Nominee to serve on the New Committee; provided, that the Board shall not be required to appoint any TRT Nominees to serve on a Special Committee (as defined below) formed solely for the purposes set forth in Section 3(d). The Company hereby agrees that the Company and the Board will not delegate any authority to transact with respect to an Extraordinary Transaction to any Committee that does not include a TRT Nominee (but the Company and the Board may authorize any Committee to review, analyze and make recommendations to the Board regarding any Extraordinary Transaction). For purposes of this Agreement, the term “Extraordinary Transaction” means any merger, consolidation, business combination, tender or exchange offer, sale or purchase of a substantial amount of securities or assets other than in the ordinary course of business, dissolution, liquidation, restructuring, recapitalization or similar transaction with or involving the Company or any of its subsidiaries.

Board Nomination and Other Company Matters. a. Promptly after the execution of this Agreement, the Company and the Board shall take all necessary actions to appoint Xxxxx Xxxxxx [·] as a director of the Company to fill the current vacancy. b. Subject to the terms set forth in Section 1(g), the Company and the Board will take all necessary actions to nominate the TRT Nominees (as defined below) for election as an incumbent director of the Company at each annual meeting of the Company’s shareholders that occurs after the Effective Date (each, an “Annual Meeting”). Without limiting the generality of the foregoing and subject to the terms set forth in Section 1(g), the Company and the Board shall (i) cause the slate of nominees standing for election, and recommended by the Board, at each Annual Meeting to include the TRT Nominees, (ii) nominate and reflect in the Company’s proxy statement on Schedule 14A for each Annual Meeting (each, a “Company Proxy Statement”) the nomination of the TRT Nominees for election at such Annual Meeting as directors of the Company with a term expiring at the next Annual Meeting, (iii) recommend and reflect in the Company Proxy Statement for each Annual Meeting the recommendation of the TRT Nominees for election as directors of the Company at such Annual Meeting, and cause the Company to use its reasonable best efforts to solicit proxies in favor of the election of the TRT Nominees with respect to such Annual Meeting, and (iv) cause all proxies received by the Company with respect to each Annual Meeting to be voted in the manner specified by such proxies and cause all proxies for which a vote is not specified to be voted for the election of the TRT Nominees as directors of the Company. c. Prior to the execution of this Agreement, the Company and the Board have determined that each of Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxx [·] (i) satisfies the requirements for being an independent director of the Company pursuant to applicable requirements of the NYSE American and the Securities and Exchange Commission (the “SEC”) and is “independent” in accordance with the requirements of all applicable rules and policies of the Company, and (ii) is otherwise qualified to serve as a member of the Board. d. Each of the Company and TRT agrees that each of the TRT Nominees, upon election or appointment to the Board, will serve as an integral member of the Board and of the Committees (as defined below) and, subject to the terms and conditions set forth in this Agreement, will be governed by the same protections and obligations regarding confidentiality, conflicts of interest (including, when necessary under state law, obligations relating to recusal), fiduciary duties, trading and disclosure policies, and other governance guidelines, and will have the same rights and benefits, including with respect to insurance coverage, indemnification rights, exculpation, advancement of expenses, and compensation and fees, access to personnel and information as are applicable to all independent directors of the Company. e. Except to the extent not permitted under SEC or NYSE American rules, or, with respect to the Compensation Committee of the Board, would not qualify as a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) or an “outside director” for purposes of Section 162(m) of the Internal Revenue Code, to the extent applicable, at least one of the TRT Nominees will serve on each of the committees of the Board (each such committee, a “Committee,” and, collectively, the “Committees”). When determining whether the conditions set forth above shall apply, such determination will be made reasonably and in good faith by the Board on a basis reasonably consistent with the Board’s evaluation of other proposed members of such Committee and any determination to exclude a TRT Nominee from a committee must be supported by legal memorandum presented to the entire Board at least five days prior to a vote by the Board to exclude a TRT Nominee. Subject to the conditions set forth above, the Company and the Board will take all actions necessary and appropriate to effect the appointment of at least one TRT Nominee to each of the Committees promptly after the execution of this Agreement. Subject to the condition above, such TRT Nominee will serve on each Committee until the first date that (i) TRT owns less than 53,220,888 [ ](1) of the issued and outstanding Common Stock; provided, however, that the aforementioned requisite threshold shall be subject to equitable adjustment if any change in the outstanding shares of Common Stock shall occur as a result of any reclassification, recapitalization, reorganization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares or any stock dividend or stock distribution is declared (“Equitable Adjustment”) or (ii) on or after the third anniversary of the Effective Date, TRT owns less than 12.5% of the outstanding shares of Common Stock. The Company hereby confirms that the Company and the Board do not intend to create any additional Committees of the Board, but in the event that a new Committee (a “New Committee”) is created, the Company agrees thatthat subject to the conditions set forth above, the Board will appoint at least one TRT Nominee to serve on the New Committee; provided, that the Board shall not be required to appoint any TRT Nominees to serve on a Special Committee (as defined below) formed solely for the purposes set forth in Section 3(d). The Company hereby agrees that the Company and the Board will not delegate any authority to transact with respect to an Extraordinary Transaction to any Committee that does not include a TRT Nominee (but the Company and the Board may authorize any Committee to review, analyze and make recommendations to the Board regarding any Extraordinary Transaction). For purposes of this Agreement, the term “Extraordinary Transaction” means any merger, consolidation, business combination, tender or exchange offer, sale or purchase of a substantial amount of securities or assets other than in the ordinary course of business, dissolution, liquidation, restructuring, recapitalization or similar transaction with or involving the Company or any of its subsidiaries.

Board Nomination and Other Company Matters. a. Promptly after (a) In accordance with the Company’s By-Laws and Delaware law, the Company has concurrently with execution of this AgreementAgreement appointed Xxxxxxx X. Xxxxxxx, III (the “Designee”) to the Company’s board of directors (the “board of directors”) as a Class III director whose terms expire in 2016 to serve, subject to Section 8(b), until the consummation of a transaction effecting a separation of the Company’s midstream business through the previously announced spin-off, or through a sale or other transaction (the “Separation”). The Designee has agreed to comply with all policies, code of conduct and governance guidelines applicable to all of the Company’s directors and has completed and executed the Director’s & Officer’s Questionnaire, the Company representation agreement and the Board shall take all necessary actions resignation letter that has been provided to appoint Xxxxx Xxxxxx the Designee (the “Designee Materials”). (b) If at any time prior to the Separation and during the Designee’s term, the Designee is or becomes unable or unwilling to continue serving as a director of the Company Company, promptly following the Designee’s resignation XXXX shall be entitled to fill designate a replacement director who is unaffiliated with XXXX and its Affiliates, qualifies as “independent” under the current vacancy. b. Subject to applicable rules of the terms set forth in Section 1(g), the Company Securities and Exchange Commission and the Board will take all necessary actions to nominate the TRT Nominees (as defined below) for election as an incumbent director rules of the Company at each annual meeting of New York Stock Exchange and under the Company’s shareholders that occurs after corporate governance guidelines, and is reasonably acceptable to the Effective Date (each, an “Annual Meeting”). Without limiting the generality Corporate Governance and Nominating Committee of the foregoing Board as a replacement director, and thereafter and following completion and execution of the Designee Materials that are reasonably acceptable to the Corporate Governance and Nomination Committee of the Board, such individual shall be deemed the Designee for purposes of this Agreement and be entitled to the same rights and subject to the terms set forth in Section 1(g), same term and requirements under this Agreement applicable to the prior Designee. (c) The Company and shall appoint the Designee to any committee of the Board shall (i) cause the slate of nominees standing for election, and recommended by the Board, at each Annual Meeting to include the TRT Nominees, (ii) nominate and reflect currently or in the Company’s proxy statement on Schedule 14A for each Annual Meeting (eachfuture designated to review or oversee the Separation, a “Company Proxy Statement”) the nomination of the TRT Nominees for election at such Annual Meeting as directors of the Company with a term expiring at the next Annual Meeting, (iii) recommend and reflect in the Company Proxy Statement for each Annual Meeting the recommendation of the TRT Nominees for election as directors of the Company at such Annual Meeting, and cause the Company to use its reasonable best efforts to solicit proxies include the Designee in favor any material deliberations of the election of the TRT Nominees with respect to such Annual Meeting, and (iv) cause all proxies received by the Company with respect to each Annual Meeting to be voted in the manner specified by such proxies and cause all proxies for which a vote is not specified to be voted for the election of the TRT Nominees as directors of the Company. c. Prior to the execution of this Agreement, the Company and the Board have determined that each of Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxx (i) satisfies the requirements for being an independent director of the Company pursuant to applicable requirements of the NYSE American and the Securities and Exchange Commission (the “SEC”) and is “independent” in accordance with the requirements of all applicable rules and policies of the Company, and (ii) is otherwise qualified to serve as a member of the Board. d. Each of the Company and TRT agrees that each of the TRT Nominees, upon election or appointment to the Board, will serve as an integral member any other committee of the Board and of the Committees (as defined below) and, subject to the terms and conditions set forth in this Agreement, will be governed by the same protections and obligations regarding confidentiality, conflicts of interest (including, when necessary under state law, obligations relating to recusal), fiduciary duties, trading and disclosure policies, and other governance guidelines, and will have the same rights and benefits, including with respect to insurance coverage, indemnification rights, exculpation, advancement of expenses, and compensation and fees, access to personnel and information as are applicable to all independent directors of the Company. e. Except to the extent not permitted under SEC or NYSE American rules, or, with respect to the Compensation Committee Separation, and include the Designee in the deliberations of the BoardBoard regarding all significant matters in connection with the Separation including (in each case, would not qualify if applicable) the board and senior management of any spun-off entity, material contracts entered into by any spun-off entity as a “non-employee director” for purposes of Rule 16b-3 part of the Securities Exchange Act Separation, and the use of 1934 proceeds, if any, from the Separation. (d) If requested by the “Exchange Act”) or an “outside director” for purposes Designee, the Company shall consider, at its discretion, appointing the Designee to the board of Section 162(m) directors of any spun-off entity in the midstream industry that results from the Separation, provided that the Designee agrees to comply with all policies, codes of conduct and governance guidelines applicable to all of the Internal Revenue Code, spun-off entity’s directors and to provide any reasonably requested information and complete and execute all reasonable documentation that has been provided to the Designee and such other customary information as may be reasonably and promptly requested by such spun-off entity with respect to board nominees. (e) To the extent applicablethat XXXX provides notice to the Company of its intention to nominate a director for election at the Company’s 2015 annual meeting of shareholders under the Company’s By-Laws while the Designee remains a director, XXXX shall not seek to replace at least one of the TRT Nominees will serve on each of the committees of the Board (each such committee, a “Committee,” and, collectively, the “Committees”). When determining whether the conditions set forth above shall apply, such determination will be made reasonably and in good faith by the Board on a basis reasonably consistent with the BoardCompany’s evaluation of other proposed members of such Committee and any determination to exclude a TRT Nominee from a committee must be supported by legal memorandum presented to the entire Board at least five days prior to a vote by the Board to exclude a TRT Nominee. Subject to the conditions set forth above, the Company and the Board will take all actions necessary and appropriate to effect the appointment of at least one TRT Nominee to each of the Committees promptly after the execution of this Agreement. Subject to the condition above, such TRT Nominee will serve on each Committee until the first date that (i) TRT owns less than 53,220,888 of the issued and outstanding Common Stock; provided, however, that the aforementioned requisite threshold shall be subject to equitable adjustment if any change in the outstanding shares of Common Stock shall occur as a result of any reclassification, recapitalization, reorganization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares or any stock dividend or stock distribution is declared (“Equitable Adjustment”) or (ii) on or after the third anniversary of the Effective Date, TRT owns less than 12.5% of the outstanding shares of Common Stock. The Company hereby confirms that the Company and the Board do not intend to create any additional Committees of the Board, but in the event that a new Committee (a “New Committee”) is created, the Company agrees thatClass II directors then standing for election.

Board Nomination and Other Company Matters. a. Promptly after (a) GAMCO hereby irrevocably withdraws its nominees submitted to the execution Company on November 13, 2018 and any and all related materials and notices submitted to the Company in connection therewith. (b) The Company agrees (subject to compliance by GAMCO and each GAMCO Nominee (as defined below) with Section 1(c) of this Agreement, ) that: (1) prior to the mailing of the Company’s definitive proxy statement for the 2019 Annual Meeting of Shareholders of the Company and (the “2019 Annual Meeting”), the Board shall take all necessary actions action to appoint nominate Xxxxxx Xxxxx Xxxxxx as a director and Xxxxxxx Xxxxxxxx (together, the “GAMCO Nominees”) (the date of such mailing, the Company to fill the current vacancy. b. Subject to the terms set forth in Section 1(g“Board Nomination Date”), the Company and the Board will take all necessary actions to nominate the TRT Nominees (as defined below) for election as an incumbent director of the Company at in each annual meeting of the Company’s shareholders that occurs after the Effective Date (each, an “Annual Meeting”). Without limiting the generality of the foregoing and subject to the terms set forth in Section 1(g), the Company and the Board shall (i) cause the slate of nominees standing for election, and recommended by the Board, at each Annual Meeting to include the TRT Nominees, (ii) nominate and reflect in the Company’s proxy statement on Schedule 14A for each Annual Meeting (each, a “Company Proxy Statement”) the nomination of the TRT Nominees for election at such Annual Meeting as directors of the Company case with a term expiring at the next Annual MeetingCompany’s following annual meeting or until his successor is elected and qualified; and (2) during the Standstill Period (as defined below), (iii) recommend and reflect in the Company Proxy Statement for each Annual Meeting the recommendation of the TRT Nominees for election as directors of the Company at such Annual Meeting, and cause the Company to shall use its reasonable best efforts to solicit proxies cause each GAMCO Nominee to be elected (including recommending that the shareholders of the Company vote in favor of the election of the TRT GAMCO Nominees, including the GAMCO Nominees with respect to in the Company’s proxy statement and proxy card for such Annual Meetingannual meeting and otherwise supporting the GAMCO Nominees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (c) GAMCO acknowledges that all members of the Board, including the GAMCO Nominees, are required, and (iv) cause have acknowledged their intent, to comply with all proxies received by 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, director confidentiality policies, and corporate governance guidelines, and preserve the confidentiality of Company with respect to each Annual Meeting to be voted business and information, including discussions of matters considered in the manner specified by such proxies and cause all proxies for which a vote is not specified to be voted for the election meetings of the TRT Nominees as directors Board or any committee of the Company. c. Prior Board. GAMCO further acknowledges that as a condition to appointment to the execution of this Agreement, the Company Board and the Board have determined that each of Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxx (i) satisfies the requirements nomination for being an independent election as a director of the Company pursuant (including such nomination contemplated by this Agreement), the GAMCO Nominees must provide to the Company the information required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable requirements of the NYSE American and the Securities and law or New York Stock Exchange Commission (the “SECNYSE”) rules or listing standards, information in connection with assembling eligibility, independence and is “independent” other criteria applicable to directors or satisfying compliance and legal obligations (including all such obligations contained in accordance with the requirements Amended and Restated Code of all applicable rules and policies Regulations of the Company), and (ii) is otherwise qualified to serve such other information as a member of the Board. d. Each of reasonably requested by the Company and TRT agrees that each of from time to time. GAMCO shall provide the TRT Nominees, upon election or appointment Company with such information concerning GAMCO as is required to the Board, will serve as an integral member of the Board and of the Committees (as defined below) and, subject to the terms and conditions set forth in this Agreement, will be governed by the same protections and obligations regarding confidentiality, conflicts of interest (including, when necessary disclosed under state law, obligations relating to recusal), fiduciary duties, trading and disclosure policies, and other governance guidelines, and will have the same rights and benefits, including with respect to insurance coverage, indemnification rights, exculpation, advancement of expenses, and compensation and fees, access to personnel and information as are applicable to all independent directors of the Company. e. Except to the extent not permitted under SEC law or NYSE American rules, or, with respect to the Compensation Committee of the Board, would not qualify as a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) or an “outside director” for purposes of Section 162(m) of the Internal Revenue Code, to the extent applicable, at least one of the TRT Nominees will serve on each of the committees of the Board (each such committee, a “Committee,” and, collectively, the “Committees”). When determining whether the conditions set forth above shall apply, such determination will be made reasonably and in good faith by the Board on a basis reasonably consistent with the Board’s evaluation of other proposed members of such Committee and any determination to exclude a TRT Nominee from a committee must be supported by legal memorandum presented to the entire Board at least five days prior to a vote by the Board to exclude a TRT Nominee. Subject to the conditions set forth above, the Company and the Board will take all actions necessary and appropriate to effect the appointment of at least one TRT Nominee to each of the Committees promptly after the execution of this Agreement. Subject to the condition above, such TRT Nominee will serve on each Committee until the first date that (i) TRT owns less than 53,220,888 of the issued and outstanding Common Stock; provided, however, that the aforementioned requisite threshold shall be subject to equitable adjustment if any change in the outstanding shares of Common Stock shall occur as a result of any reclassification, recapitalization, reorganization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares or any stock dividend or stock distribution is declared (“Equitable Adjustment”) or (ii) on or after the third anniversary of the Effective Date, TRT owns less than 12.5% of the outstanding shares of Common Stock. The Company hereby confirms that the Company and the Board do not intend to create any additional Committees of the Board, but in the event that a new Committee (a “New Committee”) is created, the Company agrees thatregulations.

Board Nomination and Other Company Matters. a. Promptly after (a) The Company hereby agrees that: (1) prior to the execution of this Agreementdate hereof, the board of directors of the Company and (the “Board”) has approved the nomination of the Nominee for election as a director at the Company’s 2015 annual meeting of stockholders (the “2015 Annual Meeting”) with a term expiring at the Company’s 2016 annual meeting of stockholders (“2016 Annual Meeting”); (2) the Board shall take all necessary actions to appoint Xxxxx Xxxxxx will (x) name the Nominee as a nominee for election as a director of the Company to fill at the current vacancy. b. Subject to the terms set forth in Section 1(g), the Company and the Board will take all necessary actions to nominate the TRT Nominees (as defined below) for election as an incumbent director of the Company at each annual meeting of the Company’s shareholders that occurs after the Effective Date (each, an “Annual Meeting”). Without limiting the generality of the foregoing and subject to the terms set forth in Section 1(g), the Company and the Board shall (i) cause the slate of nominees standing for election, and recommended by the Board, at each 2015 Annual Meeting to include the TRT Nominees, (ii) nominate and reflect in the Company’s its definitive proxy statement on Schedule 14A for each Annual Meeting (each, a “Company Proxy Statement”) the nomination of the TRT Nominees for election at such Annual Meeting as directors of the Company with a term expiring at the next Annual Meeting, (iii) recommend and reflect in the Company Proxy Statement for each Annual Meeting the recommendation of the TRT Nominees for election as directors of the Company at such Annual Meeting, and cause the Company to use its reasonable best efforts to solicit proxies in favor of the election of the TRT Nominees with respect to such Annual Meeting, and (iv) cause all proxies received by the Company with respect to each Annual Meeting to be voted in the manner specified by such proxies and cause all proxies for which a vote is not specified to be voted for the election of the TRT Nominees as directors of the Company. c. Prior to the execution of this Agreement, the Company and the Board have determined that each of Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxx (i) satisfies the requirements for being an independent director of the Company pursuant to applicable requirements of the NYSE American and filed with the Securities and Exchange Commission (the “SEC”) in connection therewith and (y) recommend that the stockholders of the Company vote to elect the Nominee as a director of the Company at the 2015 Annual Meeting; and (3) the Company shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain the election of the Nominee at the 2015 Annual Meeting (it being understood that such efforts shall be not less than the efforts used by the Company to obtain the election of any other independent (as determined under Section 5605(a) (2) of the NASDAQ Listing Rules) director nominee nominated by it to serve as a director on the Board at the 2015 Annual Meeting). (b) The Company agrees that if the Nominee resigns as a director or otherwise is unable or unwilling to serve as a director at any time prior to the 2016 Annual Meeting, including as a result of death or disability, Oasis shall be entitled to designate as a replacement director an individual who would be considered an independent director of the Company under Section 5605(a)(2) of the NASDAQ Listing Rules, is reasonably acceptable to the Board as a replacement director and is “independent” in equally good standing in all material respects, as the Nominee being replaced. For the avoidance of doubt, the substitute director shall thereafter be deemed the Nominee for purposes of this Agreement and Oasis shall be entitled to the same rights and subject to the same requirements under this Agreement applicable to the resigning Nominee prior to his resignation, and such individual shall be appointed to the Board to serve the unexpired term, if any, of the Nominee. (c) Other than the Nominee the Board may nominate up to an additional six (6) individuals for election at the 2015 Annual Meeting. (d) Until the 2016 Annual Meeting, the Company shall not increase the size of the Board in excess of seven (7) members, and shall not decrease the size of the Board if such decrease would require the resignation of the Nominee. Other than for vacancies filled pursuant to Section (b), nothing in this Agreement shall prevent the Company from filling all vacancies in accordance with the requirements of all applicable rules Amended and policies of the Company, and (ii) is otherwise qualified to serve as a member of the Board. d. Each Restated By-Laws of the Company and TRT agrees that each of the TRT Nominees, upon election or appointment to the Board, will serve as an integral member of the Board and of the Committees (as defined below) and, subject to the terms and conditions set forth in this Agreement, will be governed by the same protections and obligations regarding confidentiality, conflicts of interest (including, when necessary under state law, obligations relating to recusal), fiduciary duties, trading and disclosure policies, and other governance guidelines, and will have the same rights and benefits, including with respect to insurance coverage, indemnification rights, exculpation, advancement of expenses, and compensation and fees, access to personnel and information as are applicable to all independent directors of the Company. e. Except to the extent not permitted under SEC or NYSE American rules, or, with respect to the Compensation Committee of the Board, would not qualify as a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) or an “outside director” for purposes of Section 162(m) of the Internal Revenue Code, to the extent applicable, at least one of the TRT Nominees will serve on each of the committees of the Board (each such committee, a “Committee,” and, collectively, the “CommitteesBy-Laws”). When determining whether the conditions set forth above shall apply, such determination will be made reasonably and in good faith by the Board on a basis reasonably consistent with the Board’s evaluation of other proposed members of such Committee and any determination to exclude a TRT Nominee from a committee must be supported by legal memorandum presented to the entire Board at least five days prior to a vote by the Board to exclude a TRT Nominee. Subject to the conditions set forth above, the Company and the Board will take all actions necessary and appropriate to effect the appointment of at least one TRT Nominee to each of the Committees promptly after the execution of this Agreement. Subject to the condition above, such TRT Nominee will serve on each Committee until the first date that (i) TRT owns less than 53,220,888 of the issued and outstanding Common Stock; provided, however, that the aforementioned requisite threshold shall be subject to equitable adjustment if any change in the outstanding shares of Common Stock shall occur as a result of any reclassification, recapitalization, reorganization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares or any stock dividend or stock distribution is declared (“Equitable Adjustment”) or (ii) on or after the third anniversary of the Effective Date, TRT owns less than 12.5% of the outstanding shares of Common Stock. The Company hereby confirms that the Company and the Board do not intend to create any additional Committees of the Board, but in the event that a new Committee (a “New Committee”) is created, the Company agrees that.

Board Nomination and Other Company Matters. a. Promptly after the execution of this Agreement, the Company and the Board shall take all necessary actions to appoint Xxxxx Xxxxxx as a director of the Company to fill the current vacancy. b. Subject to the terms set forth in Section 1(g), the Company and the Board will take all necessary actions to nominate the TRT Nominees (as defined below) for election as an incumbent director of the Company at each annual meeting of the Company’s shareholders that occurs after the Effective Date (each, an “Annual Meeting”). Without limiting the generality of the foregoing and subject to the terms set forth in Section 1(g), the Company and the Board shall (i) cause the slate of nominees standing for election, and recommended by the Board, at each Annual Meeting to include the TRT Nominees, (ii) nominate and reflect in the Company’s proxy statement on Schedule 14A for each Annual Meeting (each, a “Company Proxy Statement”) the nomination of the TRT Nominees for election at such Annual Meeting as directors of the Company with a term expiring at the next Annual Meeting, (iii) recommend and reflect in the Company Proxy Statement for each Annual Meeting the recommendation of the TRT Nominees for election as directors of the Company at such Annual Meeting, and cause the Company to use its reasonable best efforts to solicit proxies in favor of the election of the TRT Nominees with respect to such Annual Meeting, and (iv) cause all proxies received by the Company with respect to each Annual Meeting to be voted in the manner specified by such proxies and cause all proxies for which a vote is not specified to be voted for the election of the TRT Nominees as directors of the Company. c. Prior to the execution of this Agreement, the Company and the Board have determined that each of Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxx (i) satisfies the requirements for being an independent director of the Company pursuant to applicable requirements of the NYSE American and the Securities and Exchange Commission (the “SEC”) and is “independent” in accordance with the requirements of all applicable rules and policies of the Company, and (ii) is otherwise qualified to serve as a member of the Board. d. Each of the Company and TRT agrees that each of the TRT Nominees, upon election or appointment to the Board, will serve as an integral member of the Board and of the Committees (as defined below) and, subject to the terms and conditions set forth in this Agreement, will be governed by the same protections and obligations regarding confidentiality, conflicts of interest (including, when necessary under state law, obligations relating to recusal), fiduciary duties, trading and disclosure policies, and other governance guidelines, and will have the same rights and benefits, including with respect to insurance coverage, indemnification rights, exculpation, advancement of expenses, and compensation and fees, access to personnel and information as are applicable to all independent directors of the Company. e. Except to the extent not permitted under SEC or NYSE American rules, or, with respect to the Compensation Committee of the Board, would not qualify as a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) or an “outside director” for purposes of Section 162(m) of the Internal Revenue Code, to the extent applicable, at least one of the TRT Nominees will serve on each of the committees of the Board (each such committee, a “Committee,” and, collectively, the “Committees”). When determining whether the conditions set forth above shall apply, such determination will be made reasonably and in good faith by the Board on a basis reasonably consistent with the Board’s evaluation of other proposed members of such Committee and any determination to exclude a TRT Nominee from a committee must be supported by legal memorandum presented to the entire Board at least five days prior to a vote by the Board to exclude a TRT Nominee. Subject to the conditions set forth above, the Company and the Board will take all actions necessary and appropriate to effect the appointment of at least one TRT Nominee to each of the Committees promptly after the execution of this Agreement. Subject to the condition above, such TRT Nominee will serve on each Committee until the first date that (i) TRT owns less than 53,220,888 of the issued and outstanding Common Stock; provided, however, that the aforementioned requisite threshold shall be subject to equitable adjustment if any change in the outstanding shares of Common Stock shall occur as a result of any reclassification, recapitalization, reorganization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares or any stock dividend or stock distribution is declared (“Equitable Adjustment”) or (ii) on or after the third anniversary of the Effective Date, TRT owns less than 12.5% of the outstanding shares of Common Stock. The Company hereby confirms that the Company and the Board do not intend to create any additional Committees of the Board, but in the event that a new Committee (a “New Committee”) is created, the Company agrees thatthat subject to the conditions set forth above, the Board will appoint at least one TRT Nominee to serve on the New Committee; provided, that the Board shall not be required to appoint any TRT Nominees to serve on a Special Committee (as defined below) formed solely for the purposes set forth in Section 3(d). The Company hereby agrees that the Company and the Board will not delegate any authority to transact with respect to an Extraordinary Transaction to any Committee that does not include a TRT Nominee (but the Company and the Board may authorize any Committee to review, analyze and make recommendations to the Board regarding any Extraordinary Transaction). For purposes of this Agreement, the term “Extraordinary Transaction” means any merger, consolidation, business combination, tender or exchange offer, sale or purchase of a substantial amount of securities or assets other than in the ordinary course of business, dissolution, liquidation, restructuring, recapitalization or similar transaction with or involving the Company or any of its subsidiaries.

Board Nomination and Other Company Matters. a. Promptly after the execution of this Agreement, the Company and the Board shall take all necessary actions to appoint Xxxxx Xxxxxx as a director of the Company to fill the current vacancy. b. (a) Subject to the terms set forth in Section 1(g1(e), the Company and the Company’s Board of Directors (the “Board”) will take all necessary actions to nominate the TRT Nominees Nominee (as defined below) for election as an incumbent director of the Company at each annual meeting of the Company’s shareholders that occurs after the Effective Date (each, an “Annual Meeting”). Without limiting the generality of the foregoing and subject to the terms set forth in Section 1(g1(e), the Company and the Board shall (i) cause the slate of nominees standing for election, and recommended by the Board, at each Annual Meeting to include the TRT NomineesNominee, (ii) nominate and reflect in the Company’s proxy statement on Schedule 14A for each Annual Meeting (each, a “Company Proxy Statement”) the nomination of the TRT Nominees Nominee for election at such Annual Meeting as directors of the Company with a term expiring at the next Annual Meeting, (iii) recommend and reflect in the Company Proxy Statement for each Annual Meeting the recommendation of the TRT Nominees Nominee for election as directors of the Company at such Annual Meeting, and cause the Company to use its reasonable best efforts to solicit proxies in favor of the election of the TRT Nominees Nominee with respect to such Annual Meeting, and (iv) cause all proxies received by the Company with respect to each Annual Meeting to be voted in the manner specified by such proxies and cause all proxies for which a vote is not specified to be voted for the election of the TRT Nominees Nominee as directors of the Company. c. (b) Prior to the execution of this Agreement, the Company and the Board have determined that each of Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxx (i) satisfies the requirements for being an independent director of the Company pursuant to applicable requirements of the NYSE American New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission (the “SEC”) and is “independent” in accordance with the requirements of all applicable rules and policies of the Company, and (ii) is otherwise qualified to serve as a member of the Board. d. (c) Each of the Company and TRT agrees that each of the TRT NomineesNominee, upon election or appointment to the Board, will serve as an integral member of the Board and of the Committees (as defined below) and, subject to the terms and conditions set forth in this Agreement, will be governed by the same protections and obligations regarding confidentiality, conflicts of interest (including, when necessary under state law, obligations relating to recusal), fiduciary duties, trading and disclosure policies, and other governance guidelines, and will have the same rights and benefits, including with respect to insurance coverage, indemnification rights, exculpation, advancement of expenses, and compensation and fees, access to personnel and information as are applicable to all independent directors of the Company. e. Except (d) For purposes of this Agreement, the term “TRT Nominee” means Xxxxxxx Xxxxxx. If the TRT Nominee is not elected to the extent not permitted under SEC or NYSE American rules, Board at an Annual Meeting or, with respect after election to the Compensation Board, thereafter is removed, resigns, or is otherwise unable to serve as a director of the Company, except pursuant to Section 1(e), then TRT will be entitled to select a new designee to serve as a director, which designee (i) must qualify as an independent director of the Company pursuant to applicable requirements of the NYSE and the SEC and (ii) will be chosen by TRT subject to a determination by the Nominating and Governance Committee of the Board, would not qualify Board that such designee is eligible to serve as a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) or an “outside director” for purposes of Section 162(m) of the Internal Revenue Code, to the extent applicable, at least one of the TRT Nominees will serve on each of the committees of the Board (each such committee, a “Committee,” and, collectively, the “Committees”). When determining whether the conditions set forth above shall applydirector under applicable law, such determination will to be made promptly, reasonably and in good faith by the Board on a basis reasonably consistent with the BoardCompany’s evaluation of all other proposed members of such Committee and any determination to exclude a TRT Nominee from a committee must be supported by legal memorandum presented to the entire Board at least five days prior to a vote by the Board to exclude a TRT Nominee. Subject to the conditions set forth abovedirectors, the Company and the Board will take all actions necessary and appropriate promptly appoint such designee to effect the appointment of at least one Board to serve until the next Annual Meeting after such appointment. Any such designee will be deemed the TRT Nominee for all purposes under this Agreement and TRT agrees to each cause any designee appointed pursuant to this Section 1(e) to comply with all obligations of TRT and the Committees promptly after the execution of TRT Nominee under this Agreement. Subject The Company will take any action necessary or appropriate to facilitate the discharge of its obligations under this Section 1(e), including increasing the number of seats on the Board or amending the Company’s bylaws and its other governing documents, in each case, to the condition above, such TRT Nominee will serve on each Committee until the first date that (i) TRT owns less than 53,220,888 of the issued and outstanding Common Stock; provided, however, that the aforementioned requisite threshold shall be subject to equitable adjustment if any change in the outstanding shares of Common Stock shall occur as a result of any reclassification, recapitalization, reorganization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares or any stock dividend or stock distribution is declared (“Equitable Adjustment”) or (ii) on or after the third anniversary of the Effective Date, TRT owns less than 12.5% of the outstanding shares of Common Stock. The Company hereby confirms that the Company and the Board do not intend to create any additional Committees of the Board, but in the event that a new Committee (a “New Committee”) is created, the Company agrees thatextent permissible under applicable law.

Board Nomination and Other Company Matters. a. (a) Upon the execution of this Agreement, Engaged hereby agrees not to nominate any directors or bring any other business or proposals before or at the 2015 Annual Meeting of the Company’s stockholders. (b) Promptly after the execution of this Agreement, the Company agrees that the Board of Directors of the Company (the “Board”) shall take all necessary actions to increase the size of the Board to nine directors with the newly created directorship resulting from such increase to be designated as a Class II director and shall immediately appoint Xxxxxxx Xxxxxx a Class II director of the Company. The Company agrees that Xx. Xxxxxx shall be appointed to each of the Compensation and the Audit Committees of the Board. The Company agrees that during the Standstill Period (as defined below) it will not establish an Executive Committee of the Board, or any other committee that has the right to exercise all of the authority of the Board in the management of the business affairs of the Company, unless Xxxxxxx Xxxxxx is appointed to be a member of such committee. (c) Engaged acknowledges that all members of the Board, including Xxxxxxx Xxxxxx, are required to 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, director confidentiality policies, and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees. Engaged further acknowledges that Xxxxxxx Xxxxxx shall be required to provide to the Company the information required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement 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 or satisfying compliance and legal obligations, and such other information as reasonably requested by the Company from time to time. Engaged shall ensure that Xxxxxxx Xxxxxx has provided, and provides, the Company with the information contemplated by this Section 1(c) and otherwise complies therewith, and Engaged shall provide the Company with such information concerning Engaged as is required to be disclosed under applicable law or stock exchange regulations. (i) The Company agrees that during the period that commences 45 days prior to and ends 10 days after the 2016 Annual Meeting of the Company’s stockholders, Engaged shall have the right to provide the Company with written notice of its request that the Board increase the size of the Board to ten directors with the newly created directorship resulting from such increase to be designated as a Class II director (the “Notice”). In order for the Notice to be properly provided, Engaged shall (A)(1) request that the Board appoint Xxxxx Xxxxxxx (“Xxxxxxx”) to the Board, and (2) certify that Welling is willing and able to serve on the Board, or (B) request that the Board appoint a mutually agreed upon candidate (the “New Director”) to the Board in accordance with Section 1(d)(iii) of this Agreement. (ii) If Engaged requests in a proper Notice that the Board appoint Welling to the Board and certifies that Welling is willing and able to serve on the Board, then the Corporate Governance & Nominating Committee of the Board (the “Nominating Committee”) must determine, after a prompt, good faith, reasonable and customary review that Welling qualifies as “independent” pursuant to the listing standards of the NASDAQ Stock Market (the “NASDAQ”) and that, in the reasonable judgment of the Nominating Committee after consultation with counsel, Welling’s appointment to the Board would not conflict with the Company’s Corporate Governance Guidelines as set forth in Exhibit B (the “Corporate Governance Guidelines”) due to an event that occurs or becomes known to the Nominating Committee after the date hereof (such event, an “Intervening Event”). Within five business days of the Nominating Committee determining that Welling qualifies as “independent” pursuant to the listing standards of NASDAQ and that Welling’s appointment to the Board would not conflict with the Corporate Governance Guidelines due to an Intervening Event as described above, the Board shall take all necessary actions to appoint Xxxxx Xxxxxx increase the size of the Board to ten directors with the newly created directorship resulting from such increase to be designated as a Class II director of and appoint Welling to the Company Board to fill the current vacancyvacancy created by such increase. If the Nominating Committee determines that Welling is not “independent” pursuant to the listing standards of NASDAQ or that Welling’s appointment to the Board would conflict with the Corporate Governance Guidelines due to an Intervening Event, then the Board shall not appoint Welling to the Board but shall instead appoint a New Director to the Board in accordance with Section 1(d)(iii) of this Agreement. b. Subject (iii) Within five business days of (A) the Company receiving a proper Notice requesting that the Board appoint a New Director to the terms set forth in Section 1(g)Board, or (B) the Board determining that Welling is not “independent” pursuant to the listing standards of NASDAQ or that Welling’s appointment to the Board would conflict with the Corporate Governance Guidelines due to an Intervening Event as described above, the Company and the Board will take all necessary actions to nominate the TRT Nominees (as defined below) for election as an incumbent director of the Company at each annual meeting of the Company’s shareholders that occurs after the Effective Date (each, an “Annual Meeting”). Without limiting the generality of the foregoing and subject to the terms set forth in Section 1(g), the Company and the Board Engaged shall (i) cause the slate of nominees standing for election, and recommended by the Board, at each Annual Meeting to include the TRT Nominees, (ii) nominate and reflect in the Company’s proxy statement on Schedule 14A for each Annual Meeting (each, a “Company Proxy Statement”) the nomination of the TRT Nominees for election at such Annual Meeting as directors of the Company with a term expiring at the next Annual Meeting, (iii) recommend and reflect in the Company Proxy Statement for each Annual Meeting the recommendation of the TRT Nominees for election as directors of the Company at such Annual Meeting, and cause the Company to use its their reasonable best efforts to solicit proxies in favor of mutually agree upon a New Director. If the election of Parties fail to agree upon a New Director during such five business day period, then the TRT Nominees with respect to such Annual Meeting, and (iv) cause all proxies received Board shall engage the executive search firm Xxxxxxx Xxxxxx or another executive search firm mutually agreed upon by the Company and Engaged (the “Search Firm”) to identify potential candidates to serve as the New Director. The Search Firm shall identify candidates who (1) are unaffiliated and unassociated with respect to each Annual Meeting to be voted in the manner specified by such proxies and cause all proxies for which a vote is not specified to be voted for the election of the TRT Nominees as directors of the Company. c. Prior to the execution of this Agreement, the Company and the Board have determined that each of Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxx Engaged and Xxxxx Xxxxxx (i2) satisfies the requirements for being qualify as an “independent director director” under applicable rules of the Company pursuant to applicable requirements of the NYSE American and the U.S. Securities and Exchange Commission (the “SEC”) and is the applicable rules of the NASDAQ (“independent” in accordance Qualified Individuals”). The Nominating Committee shall evaluate all Qualified Individuals identified by the Search Firm consistent with the requirements Nominating Committee’s fiduciary duties under applicable law and, in good faith, regularly consult with Engaged and keep Engaged reasonably updated throughout the search process. The Nominating Committee shall use its reasonable best efforts to propose, as promptly as reasonably practicable but in no event later than 30 days after its receipt of the list of Qualified Individuals, two or more Qualified Individuals (the “Potential Directors”). Engaged (or a designee thereof) shall be entitled to have, together with the Nominating Committee, a joint in-person meeting with each Potential Director at the Company’s headquarters in Bloomfield Hills, Michigan prior to selecting one of the Potential Directors as the New Director. Engaged shall use its reasonable best efforts to select, as promptly as practicable but in no event later than 30 days after its receipt of the names of the Potential Directors, one of the Potential Directors as the New Director. No member of Engaged shall knowingly attempt to interfere with the process to appoint the New Director described herein by contacting any of the Qualified Individuals identified by the Search Firm outside the foregoing process. (iv) Within five business days of determining the New Director, the Board shall take all applicable rules necessary actions to increase the size of the Board to ten directors with the newly created directorship resulting from such increase to be designated as a Class II director and policies appoint the New Director to the Board to fill the vacancy created by such increase. (e) The Company agrees that from the date of this Agreement until the day following the completion of the 2017 Annual Meeting of the Company’s stockholders, and (ii) is otherwise qualified to serve as a member of the Board. d. Each of the Company and TRT agrees that each shall not take any action to decrease the size of the TRT Nominees, upon election or appointment to the Board, will serve as an integral member Class II of the Board below three directors and of the Committees (as defined below) and, subject to the terms and conditions set forth in this Agreement, will be governed by the same protections and obligations regarding confidentiality, conflicts of interest (including, when necessary under state law, obligations relating to recusal), fiduciary duties, trading and disclosure policies, and other governance guidelines, and will have the same rights and benefits, including with respect to insurance coverage, indemnification rights, exculpation, advancement of expenses, and compensation and fees, access to personnel and information as are applicable to all independent directors of the Company. e. Except to the extent not permitted under SEC or NYSE American rules, or, with respect to the Compensation Committee of the Board, would not qualify as a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) or an “outside director” for purposes of Section 162(m) of the Internal Revenue Code, to the extent applicable, at least one of the TRT Nominees will serve on each of the committees of the Board (each such committee, a “Committee,” and, collectively, the “Committees”). When determining whether the conditions set forth above shall apply, such determination will be made reasonably and in good faith by the Board on a basis reasonably consistent with the Board’s evaluation of other proposed members of such Committee and any determination to exclude a TRT Nominee from a committee must be supported by legal memorandum presented to the entire Board at least five days prior to a vote by the Board to exclude a TRT Nominee. Subject to the conditions set forth above, the Company and the Board will take all actions necessary and appropriate to effect the appointment of at least one TRT Nominee to each of the Committees promptly after the execution of this Agreement. Subject to the condition above, such TRT Nominee will serve on each Committee until the first date that (i) TRT owns less than 53,220,888 of the issued and outstanding Common Stock; provided, however, that the aforementioned requisite threshold shall be subject to equitable adjustment if any change in the outstanding shares of Common Stock shall occur as a result of any reclassification, recapitalization, reorganization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares or any stock dividend or stock distribution is declared (“Equitable Adjustment”) or (ii) on or after the third anniversary of the Effective Date, TRT owns less than 12.5% of the outstanding shares of Common Stock. The Company hereby confirms that the Company and the Board do not intend to create any additional Committees of the Board, but in the event that a new Committee (a “either Welling or the New Committee”) Director is createdappointed as Class II director pursuant to this Agreement, then the Company agrees thatsize of Class II of the Board shall not be less than four.

Board Nomination and Other Company Matters. a. Promptly after (a) Upon the execution of this Agreement, Engaged hereby agrees not to nominate any directors or bring any other business or proposals before or at the 2016 Annual Meeting of the Company’s stockholders. (b) The Company agrees that the Board of Directors (the “Board”) shall take all necessary actions to re-nominate Xxxxxxx Xxxxxx on the Company’s slate for election as a Class II director at the 2017 Annual Meeting of the Company’s stockholders. The Company agrees to recommend, support and solicit proxies for the election of Xx. Xxxxxx at the 2017 Annual Meeting in the same manner as for the Company’s other nominees standing for election to the Board at the 2017 Annual Meeting. (c) Engaged acknowledges that all members of the Board are required to 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, director confidentiality policies, and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions of matters considered in meetings of the Board or Board committees. Engaged shall provide the Company with such information concerning Engaged as is required to be disclosed under applicable law or stock exchange regulations. (i) The Company agrees that during the period that commences 45 days prior to and ends 10 days after the 2017 Annual Meeting of the Company’s stockholders, Engaged shall have the right to provide the Company with written notice of its request that the Board increase the size of the Board to nine directors with the newly created directorship resulting from such increase to be designated as a Class I director (the “Notice”). In order for the Notice to be properly provided, Engaged shall (A)(1) request that the Board appoint Xxxxx Xxxxxxx (“Xxxxxxx”) to the Board, and (2) certify that Welling is willing and able to serve on the Board, or (B) request that the Board appoint a mutually agreed upon candidate (the “New Director”) to the Board in accordance with Section 1(d)(iii) of this Agreement. (i) If Engaged requests in a proper Notice that the Board appoint Welling to the Board and certifies that Welling is willing and able to serve on the Board, then the Corporate Governance & Nominating Committee of the Board (the “Nominating Committee”) must determine, after a prompt, good faith, reasonable and customary review that Welling qualifies as “independent” pursuant to the listing standards of the NASDAQ Stock Market (the “NASDAQ”) and that, in the reasonable judgment of the Nominating Committee after consultation with counsel, Welling’s appointment to the Board would not conflict with the Company’s Corporate Governance Guidelines as set forth in Exhibit B (the “Corporate Governance Guidelines”) due to an event that occurs or becomes known to the Nominating Committee after the date hereof (such event, an “Intervening Event”). Within five business days of the Nominating Committee determining that Welling qualifies as “independent” pursuant to the listing standards of NASDAQ and that Welling’s appointment to the Board would not conflict with the Corporate Governance Guidelines due to an Intervening Event as described above, the Board shall take all necessary actions to appoint Xxxxx Xxxxxx increase the size of the Board to nine directors with the newly created directorship resulting from such increase to be designated as a Class I director of and appoint Welling to the Company Board to fill the current vacancyvacancy created by such increase. If the Nominating Committee determines that Welling is not “independent” pursuant to the listing standards of NASDAQ or that Welling’s appointment to the Board would conflict with the Corporate Governance Guidelines due to an Intervening Event, then the Board shall not appoint Welling to the Board but shall instead appoint a New Director to the Board in accordance with Section 1(d)(iii) of this Agreement. b. Subject (ii) Within five business days of (A) the Company receiving a proper Notice requesting that the Board appoint a New Director to the terms set forth in Section 1(g)Board, or (B) the Board determining that Welling is not “independent” pursuant to the listing standards of NASDAQ or that Welling’s appointment to the Board would conflict with the Corporate Governance Guidelines due to an Intervening Event as described above, the Company and the Board will take all necessary actions to nominate the TRT Nominees (as defined below) for election as an incumbent director of the Company at each annual meeting of the Company’s shareholders that occurs after the Effective Date (each, an “Annual Meeting”). Without limiting the generality of the foregoing and subject to the terms set forth in Section 1(g), the Company and the Board Engaged shall (i) cause the slate of nominees standing for election, and recommended by the Board, at each Annual Meeting to include the TRT Nominees, (ii) nominate and reflect in the Company’s proxy statement on Schedule 14A for each Annual Meeting (each, a “Company Proxy Statement”) the nomination of the TRT Nominees for election at such Annual Meeting as directors of the Company with a term expiring at the next Annual Meeting, (iii) recommend and reflect in the Company Proxy Statement for each Annual Meeting the recommendation of the TRT Nominees for election as directors of the Company at such Annual Meeting, and cause the Company to use its their reasonable best efforts to solicit proxies in favor of mutually agree upon a New Director. If the election of Parties fail to agree upon a New Director during such five business day period, then the TRT Nominees with respect to such Annual Meeting, and (iv) cause all proxies received Board shall engage the executive search firm Xxxxxxx Xxxxxx or another executive search firm mutually agreed upon by the Company and Engaged (the “Search Firm”) to identify potential candidates to serve as the New Director. The Search Firm shall identify candidates who (1) are unaffiliated and unassociated with respect to each Annual Meeting to be voted in the manner specified by such proxies and cause all proxies for which a vote is not specified to be voted for the election of the TRT Nominees as directors of the Company. c. Prior to the execution of this Agreement, the Company and the Board have determined that each of Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxx Engaged and Xxxxx Xxxxxx (i2) satisfies the requirements for being qualify as an “independent director director” under applicable rules of the Company pursuant to applicable requirements of the NYSE American and the U.S. Securities and Exchange Commission (the “SEC”) and is the applicable rules of the NASDAQ (“independent” in accordance Qualified Individuals”). The Nominating Committee shall evaluate all Qualified Individuals identified by the Search Firm consistent with the requirements Nominating Committee’s fiduciary duties under applicable law and, in good faith, regularly consult with Engaged and keep Engaged reasonably updated throughout the search process. The Nominating Committee shall use its reasonable best efforts to propose, as promptly as reasonably practicable but in no event later than 30 days after its receipt of the list of Qualified Individuals, two or more Qualified Individuals (the “Potential Directors”). Engaged (or a designee thereof) shall be entitled to have, together with the Nominating Committee, a joint in-person meeting with each Potential Director at the Company’s headquarters in Bloomfield Hills, Michigan prior to selecting one of the Potential Directors as the New Director. Engaged shall use its reasonable best efforts to select, as promptly as practicable but in no event later than 30 days after its receipt of the names of the Potential Directors, one of the Potential Directors as the New Director. No member of Engaged shall knowingly attempt to interfere with the process to appoint the New Director described herein by contacting any of the Qualified Individuals identified by the Search Firm outside the foregoing process. (iii) Within five business days of determining the New Director, the Board shall take all applicable rules necessary actions to increase the size of the Board to nine directors with the newly created directorship resulting from such increase to be designated as a Class I director and policies appoint the New Director to the Board to fill the vacancy created by such increase. (a) The Company agrees that from the date of this Agreement until the day following the completion of the 2019 Annual Meeting of the Company’s stockholders, and (ii) is otherwise qualified to serve as a member of the Board. d. Each of the Company and TRT agrees that each shall not take any action to decrease the size of the TRT Nominees, upon election or appointment to the Board, will serve as an integral member Class I of the Board below two directors and of the Committees (as defined below) and, subject to the terms and conditions set forth in this Agreement, will be governed by the same protections and obligations regarding confidentiality, conflicts of interest (including, when necessary under state law, obligations relating to recusal), fiduciary duties, trading and disclosure policies, and other governance guidelines, and will have the same rights and benefits, including with respect to insurance coverage, indemnification rights, exculpation, advancement of expenses, and compensation and fees, access to personnel and information as are applicable to all independent directors of the Company. e. Except to the extent not permitted under SEC or NYSE American rules, or, with respect to the Compensation Committee of the Board, would not qualify as a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) or an “outside director” for purposes of Section 162(m) of the Internal Revenue Code, to the extent applicable, at least one of the TRT Nominees will serve on each of the committees of the Board (each such committee, a “Committee,” and, collectively, the “Committees”). When determining whether the conditions set forth above shall apply, such determination will be made reasonably and in good faith by the Board on a basis reasonably consistent with the Board’s evaluation of other proposed members of such Committee and any determination to exclude a TRT Nominee from a committee must be supported by legal memorandum presented to the entire Board at least five days prior to a vote by the Board to exclude a TRT Nominee. Subject to the conditions set forth above, the Company and the Board will take all actions necessary and appropriate to effect the appointment of at least one TRT Nominee to each of the Committees promptly after the execution of this Agreement. Subject to the condition above, such TRT Nominee will serve on each Committee until the first date that (i) TRT owns less than 53,220,888 of the issued and outstanding Common Stock; provided, however, that the aforementioned requisite threshold shall be subject to equitable adjustment if any change in the outstanding shares of Common Stock shall occur as a result of any reclassification, recapitalization, reorganization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares or any stock dividend or stock distribution is declared (“Equitable Adjustment”) or (ii) on or after the third anniversary of the Effective Date, TRT owns less than 12.5% of the outstanding shares of Common Stock. The Company hereby confirms that the Company and the Board do not intend to create any additional Committees of the Board, but in the event that a new Committee (a “either Welling or the New Committee”) Director is createdappointed as Class I director pursuant to this Agreement, then the Company agrees thatsize of Class I of the Board shall not be less than three.