Common use of Board Representation and Board Matters Clause in Contracts

Board Representation and Board Matters. (a) The Company currently has one (1) vacancy on the Board and has appointed the Appointee to fill this vacancy. The Appointee has previously executed and delivered to the Company a completed director and officer questionnaire, in the form provided to Stockholder. (b) At all times while serving as a member of the Board, the Appointee shall comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s code of business conduct and ethics, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees (all subject to Section 4 of this Agreement). (c) If at any time after the date hereof Stockholder or any of the Stockholder Affiliates breaches in any material respect any of the terms of this Agreement and (A) if such breach is curable, fails to cure such breach within five days following the receipt of written notice thereof from the Company specifying such breach or (B) if such breach is not curable, immediately upon the receipt of written notice thereof from the Company specifying such breach, the Appointee shall resign immediately and the Company shall have no further obligations under this Section 1. (d) Upon the execution of this Agreement, Stockholder irrevocably agrees not to (i) nominate any person for election at the 2025 Annual Meeting, (ii) submit any proposal for consideration at, or bring any other business before, the 2025 Annual Meeting, directly or indirectly, or (iii) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2025 Annual Meeting, directly or indirectly, and shall not permit any of its Affiliates to do any of the items in this Section 1(d). Stockholder shall not publicly or privately encourage or support any other stockholder or third party to take any of the actions described in this Section 1(d). (e) The Company agrees that, unless (x) the Board otherwise determines in good faith that it would not be in the best interests of the Company or its stockholders and/or (y) the Stockholder’s Net Long Position is less than nine percent (9.0%) (expressed as a percentage of the Company’s then outstanding shares of Common Stock) as of any date between the date hereof and the filing of the proxy statement for the 2025 Annual Meeting, it shall take all necessary actions to nominate the Appointee as a director for election to the Board at the 2025 Annual Meeting, to list the Appointee in the proxy statement and the proxy card prepared, filed and delivered in connection with the 2025 Annual Meeting and to solicit proxies for the election of the Appointee at the 2025 Annual Meeting in the same manner as it solicits proxies for the election of the Company’s other director nominees, and recommend for election the Appointee at the 2025 Annual Meeting in the same manner as it recommends for the election of the Company’s other director nominees. (f) Notwithstanding anything to the contrary, (i) if Appointee is not elected to the Board at the 2025 Annual Meeting, Section 2 of this Agreement (including all provisions thereunder) and Section 5 shall automatically terminate in their entirety and have no further force and (ii) if the Company notifies Stockholder in writing at least ten (10) business days prior to the expiration of the Standstill Period that it intends to nominate Appointee as a director for election at the Company’s 2026 Annual Meeting, (A) all references in Section 1(d) and 1(e) to the “2025 Annual Meeting” shall be deemed to refer to the “2026 Annual Meeting” and (B) the reference to the “2026 Annual Meeting” in Section 2(a) shall be deemed to be the “2027 Annual Meeting” (i.e., the Standstill Period shall be deemed extended for an additional approximate one year); provided that, if such notification is made but Appointee is not elected to the Board at the 2026 Annual Meeting, then Section 2 of this Agreement (including all provisions thereunder) and Section 5 shall automatically terminate in their entirety and have no further force and effect.

Board Representation and Board Matters. (a) The Company currently has one (1) vacancy on the Board and has appointed the Appointee to fill this vacancy. The Appointee has previously executed and delivered to the Company a completed director and officer questionnaire, in the form provided to Stockholder.CRM agree as follows: (bi) At all times while serving as a member of the Board, the Appointee shall comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s code of promptly as practicable (but in no event later than two (2) business conduct and ethics, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees (all subject to Section 4 of this Agreement). (cdays) If at any time after the date hereof Stockholder or any of the Stockholder Affiliates breaches in any material respect any of the terms of this Agreement and (A) if such breach is curable, fails to cure such breach within five days following the receipt of written notice thereof from the Company specifying such breach or (B) if such breach is not curable, immediately upon the receipt of written notice thereof from the Company specifying such breach, the Appointee shall resign immediately and the Company shall have no further obligations under this Section 1. (d) Upon the execution of this Agreement, Stockholder irrevocably agrees not the Board shall (A) appoint Dxxxx Xxxxxxxxx, a director candidate identified by the Company and consented to by CRM (i) nominate any person the “2020 Candidate”), as a director in the class up for election at in 2020 and Dxxxx Xxxxxx Mxxxxxxxx, a director candidate identified by Capital Returns Management and consented to by the 2025 Annual MeetingCompany (the “2019 Candidate,” together with the 2020 Candidate, and including any Replacement Director, as such term is defined below and as applicable, the “New Independent Directors”), as a director in the class up for election in 2019, (B) increase the size of the Board from seven (7) to nine (9) directors, expanding each of the class up for election in 2019 and the class up for election in 2020 from two (2) to three (3) seats, (C) appoint the New Independent Directors to the Board to fill the newly created vacancies and (D) take any other action necessary to appoint the New Independent Directors to the Board to fill such vacancies; provided, however, that any such appointments shall be (x) subject to the Company providing any required notice of such appointment (together with any required supporting materials) to both the Florida Office of Insurance Regulation (the “Florida OIR”) and the Louisiana Department of Insurance (the “LDI”) and (y) effective upon the earliest of (I) written notice delivered by CRM to the Company of the receipt by CRM of approval or non-disapproval by the LDI of the disclaimer of control filed by CRM (the “Disclaimer”), (II) the date on which the Company is lawfully able to appoint the New Independent Directors to the Board under applicable Florida and Louisiana insurance laws, regulations or orders (“Applicable Laws”) and (III) 75 days after the Effective Date if the LDI has not taken any action with respect to the Disclaimer by such 75th day; provided, further, and for the avoidance of doubt, any delay in the effectiveness of any such appointment that exceeds two (2) business days following the execution of this Agreement due to a failure by Capital Returns Management to receive approval by the LDI of the Disclaimer shall not violate the terms of this Agreement; (ii) submit any proposal for consideration at, or bring any other business beforeif during the Standstill Period (as defined below), the 2025 Annual Meeting2019 Candidate resigns from or refuses to serve or is unable to serve on the Board for any reason (including under Applicable Laws (except if the LDI has disapproved the Disclaimer, which shall be governed by Section 1(i)), CRM shall be entitled to recommend a replacement New Independent Director who qualifies as an independent director under Rule 5605 of the Nasdaq Listing Rules (the “Applicable Criteria”) (any such director appointed to the Board in connection with such replacement right, a “Replacement Director”) who shall be interviewed by and be reasonably acceptable to the Nominating Committee of the Board and the full Board (acting in good faith in accordance with their customary and generally applicable procedures for evaluating director candidates, and subject to providing the items and information set forth in Section 1(b) of this Agreement), and such Replacement Director shall be appointed to the Board as set forth in Section 1(a)(i); provided that Capital Returns Management and the Capital Returns Management Associates, collectively, continue to Beneficially Own an aggregate Net Long Position (as defined below) of at least 385,093 shares of Common Stock (as adjusted for stock splits, stock dividends, reverse stock splits and similar events, the “CRM Ownership Threshold”) (it being understood, for the avoidance of doubt, that such Replacement Director shall thereafter be deemed a “New Independent Director” for the purposes of this Agreement and be entitled to the same rights and subject to the same requirements under this Agreement applicable to the replaced director prior to his or her ceasing to be a director, and such person shall be appointed to the Board to serve the unexpired term, if any, of such replaced director). The term “Net Long Position” shall mean such shares of Common Stock beneficially owned, directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the Securities Exchange Act of 1934, as amended (together with all rules and regulations promulgated thereunder, the “Exchange Act”) mutatis mutandis, but the “long position” of such person for this purpose shall not include any shares as to which such person does not have the right to vote or (iii) initiatedirect the vote or as to which such person has entered into a derivative or other agreement, encourage arrangement or participate understanding that hxxxxx or transfers, in any “withhold” whole or similar campaign with respect to the 2025 Annual Meetingin part, directly or indirectly, and shall not permit any of its Affiliates to do any of the items in this Section 1(d). Stockholder shall not publicly or privately encourage or support any other stockholder or third party to take any economic consequences of the actions described in this Section 1(d). (e) The Company agrees that, unless (x) the Board otherwise determines in good faith that it would not be in the best interests ownership of the Company or its stockholders and/or (y) the Stockholder’s Net Long Position is less than nine percent (9.0%) (expressed as a percentage of the Company’s then outstanding shares of Common Stock) as of any date between the date hereof and the filing of the proxy statement for the 2025 Annual Meeting, it shall take all necessary actions to nominate the Appointee as a director for election to the Board at the 2025 Annual Meeting, to list the Appointee in the proxy statement and the proxy card prepared, filed and delivered in connection with the 2025 Annual Meeting and to solicit proxies for the election of the Appointee at the 2025 Annual Meeting in the same manner as it solicits proxies for the election of the Company’s other director nominees, and recommend for election the Appointee at the 2025 Annual Meeting in the same manner as it recommends for the election of the Company’s other director nominees. (f) Notwithstanding anything to the contrary, (i) if Appointee is not elected to the Board at the 2025 Annual Meeting, Section 2 of this Agreement (including all provisions thereunder) and Section 5 shall automatically terminate in their entirety and have no further force and (ii) if the Company notifies Stockholder in writing at least ten (10) business days prior to the expiration of the Standstill Period that it intends to nominate Appointee as a director for election at the Company’s 2026 Annual Meeting, (A) all references in Section 1(d) and 1(e) to the “2025 Annual Meeting” shall be deemed to refer to the “2026 Annual Meeting” and (B) the reference to the “2026 Annual Meeting” in Section 2(a) shall be deemed to be the “2027 Annual Meeting” (i.e., the Standstill Period shall be deemed extended for an additional approximate one year); provided that, if such notification is made but Appointee is not elected to the Board at the 2026 Annual Meeting, then Section 2 of this Agreement (including all provisions thereunder) and Section 5 shall automatically terminate in their entirety and have no further force and effect.shares;

Board Representation and Board Matters. (a) The Company currently has one and the Icahn Group agree as follows: (1i) vacancy on On or prior to February 12, 2024, the Company shall take or shall have taken all necessary action to increase the size of the Board of Directors of the Company (the “Board”) by two seats, and has appointed to appoint the Appointee New Independent Director and Xxxxxx Xxxx (the “Icahn Designee”) to fill this vacancythe resulting vacancies, each with a term expiring at the 2024 annual meeting of shareholders of the Company (the “2024 Annual Meeting”). The Appointee has previously executed and delivered Prior to such date as the Icahn Designee is appointed to the Board, the Icahn Group shall not request and the Company a completed director and officer questionnaire, in shall not provide any material non-public information relating to or involving the form provided Company to Stockholderthe Icahn Group. (bii) At The Company shall take all times while necessary action to nominate twelve (12) directors for election at the 2024 Annual Meeting (including the New Independent Director and, unless a Regulatory Denial (as defined below) has occurred, the Icahn Designee) and effective as of the 2024 Annual Meeting the size of the Board will be decreased by two seats such that there are only twelve (12) members of the Board at such time. (iii) From and after the date of this Agreement until such time as the Icahn Group no longer has an Icahn Designee (or any Replacement Designee (as defined below)) on the Board, the Icahn Group, the Icahn Designee and any Replacement Designee agree that none of them or any of their Affiliates or Associates (each as defined below) will exercise, or take any action that would constitute exercising, substantial influence or control over the Company or any of its subsidiaries; it being understood and agreed that the good faith discharge by the Icahn Designee of his fiduciary duties solely in his role as director of the Company (including, without limitation, by voting at Board and Committee meetings following such time that all Regulatory Approvals have been obtained) shall in no event be deemed to constitute the exercise of substantial influence or control over the Company or any of its subsidiaries. (iv) Until such time as all Regulatory Approvals (as defined below) are obtained, no Icahn Designee (or Replacement Designee) serving as a member of the Board, Board shall have the Appointee shall comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable right to Board members, including the Company’s code of business conduct and ethics, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings vote at any meeting of the Board or any Board committees (all subject to Section 4 of this Agreement)Committees. (cv) If at As soon as practicable following the time of occurrence of any time after Regulatory Denial, the date hereof Stockholder or Icahn Designee (including any Replacement Designee) shall resign from the Board (and the Icahn Group shall cause the Icahn Designee and any Replacement Designee to promptly take such action). The term “Regulatory Denial” shall mean that any regulatory authority which regulates the Company and/or any of the Stockholder Affiliates breaches in any material respect any of the terms of this Agreement and its subsidiaries and/or operations (Aa “Regulatory Authority” and, collectively, “Regulatory Authorities”) if such breach is curablehas, fails to cure such breach within five days following the receipt earlier of written notice thereof from the Company specifying such breach or (B) if such breach is not curable, immediately upon the receipt of written notice thereof from the Company specifying such breach, the Appointee shall resign immediately and the Company shall have no further obligations under this Section 1. (d) Upon the execution of this Agreement, Stockholder irrevocably agrees not to (i) nominate any person for election at the 2025 Annual Meetingexhaustion of all available regulatory and subsequent court appeals processes, (ii) submit any proposal for consideration at, or bring any other business before, the 2025 Annual Meeting, directly or indirectly, or (iii) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2025 Annual Meeting, directly or indirectly, and shall not permit any of its Affiliates to do any of the items in this Section 1(d). Stockholder shall not publicly or privately encourage or support any other stockholder or third party to take any of the actions described in this Section 1(d). (e) The Company agrees that, unless (x) the Board otherwise determines in good faith that it would not be in the best interests of the Company or its stockholders and/or (y) the Stockholder’s Net Long Position is less than nine percent (9.0%) (expressed as a percentage of the Company’s then outstanding shares of Common Stock) as of any date between the date hereof and the filing of the proxy statement for the 2025 Annual Meeting, it shall take all necessary actions to nominate the Appointee as a director for election to the Board at the 2025 Annual Meeting, to list the Appointee in the proxy statement and the proxy card prepared, filed and delivered in connection with the 2025 Annual Meeting and to solicit proxies for the election of the Appointee at the 2025 Annual Meeting in the same manner as it solicits proxies for the election of the Company’s other director nominees, and recommend for election the Appointee at the 2025 Annual Meeting in the same manner as it recommends for the election of the Company’s other director nominees. (f) Notwithstanding anything to the contrary, (i) if Appointee is not elected to the Board at the 2025 Annual Meeting, Section 2 of this Agreement (including all provisions thereunder) and Section 5 shall automatically terminate in their entirety and have no further force and (ii) if the Company notifies Stockholder in writing at least ten (10) business days prior to the expiration of the Standstill Period that it intends to nominate Appointee as a director for election at the Company’s 2026 Annual MeetingJanuary 1, 2025, (Ax) all references in Section 1(d) and 1(e) to required the “2025 Annual Meeting” shall be deemed to refer to the “2026 Annual Meeting” and (B) the reference to the “2026 Annual Meeting” in Section 2(a) shall be deemed to be the “2027 Annual Meeting” (i.e., the Standstill Period shall be deemed extended for an additional approximate termination of one year); provided that, if such notification is made but Appointee is not elected to the Board at the 2026 Annual Meeting, then Section 2 of this Agreement (including all provisions thereunder) and Section 5 shall automatically terminate in their entirety and have no further force and effect.or more Icahn

Board Representation and Board Matters. (a) The Company currently has one and the Icahn Group agree as follows: (1i) vacancy on On or prior to February 12, 2024, the Company shall take or shall have taken all necessary action to increase the size of the Board of Directors of the Company (the “Board”) by two seats, and has appointed to appoint the Appointee New Independent Director and Xxxxxx Xxxx (the “Icahn Designee”) to fill this vacancythe resulting vacancies, each with a term expiring at the 2024 annual meeting of shareholders of the Company (the “2024 Annual Meeting”). The Appointee has previously executed and delivered Prior to such date as the Icahn Designee is appointed to the Board, the Icahn Group shall not request and the Company a completed director and officer questionnaire, in shall not provide any material non-public information relating to or involving the form provided Company to Stockholderthe Icahn Group. (bii) At The Company shall take all times while necessary action to nominate twelve (12) directors for election at the 2024 Annual Meeting (including the New Independent Director and, unless a Regulatory Denial (as defined below) has occurred, the Icahn Designee) and effective as of the 2024 Annual Meeting the size of the Board will be decreased by two seats such that there are only twelve (12) members of the Board at such time. (iii) From and after the date of this Agreement until such time as the Icahn Group no longer has an Icahn Designee (or any Replacement Designee (as defined below)) on the Board, the Icahn Group, the Icahn Designee and any Replacement Designee agree that none of them or any of their Affiliates or Associates (each as defined below) will exercise, or take any action that would constitute exercising, substantial influence or control over the Company or any of its subsidiaries; it being understood and agreed that the good faith discharge by the Icahn Designee of his fiduciary duties solely in his role as director of the Company (including, without limitation, by voting at Board and Committee meetings following such time that all Regulatory Approvals have been obtained) shall in no event be deemed to constitute the exercise of substantial influence or control over the Company or any of its subsidiaries. (iv) Until such time as all Regulatory Approvals (as defined below) are obtained, no Icahn Designee (or Replacement Designee) serving as a member of the Board, Board shall have the Appointee shall comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable right to Board members, including the Company’s code of business conduct and ethics, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings vote at any meeting of the Board or any Board committees (all subject to Section 4 of this Agreement)Committees. (cv) If at any time after the date hereof Stockholder or any of the Stockholder Affiliates breaches in any material respect any of the terms of this Agreement and (A) if such breach is curable, fails to cure such breach within five days As soon as practicable following the receipt time of written notice thereof occurrence of any Regulatory Denial, the Icahn Designee (including any Replacement Designee) shall resign from the Company specifying such breach or Board (B) if such breach is not curable, immediately upon the receipt of written notice thereof from the Company specifying such breach, the Appointee shall resign immediately and the Company Icahn Group shall have no further obligations under this Section 1. (d) Upon cause the execution of this Agreement, Stockholder irrevocably agrees not to (i) nominate any person for election at the 2025 Annual Meeting, (ii) submit any proposal for consideration at, or bring any other business before, the 2025 Annual Meeting, directly or indirectly, or (iii) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2025 Annual Meeting, directly or indirectly, Icahn Designee and shall not permit any of its Affiliates to do any of the items in this Section 1(d). Stockholder shall not publicly or privately encourage or support any other stockholder or third party to take any of the actions described in this Section 1(d). (e) The Company agrees that, unless (x) the Board otherwise determines in good faith that it would not be in the best interests of the Company or its stockholders and/or (y) the Stockholder’s Net Long Position is less than nine percent (9.0%) (expressed as a percentage of the Company’s then outstanding shares of Common Stock) as of any date between the date hereof and the filing of the proxy statement for the 2025 Annual Meeting, it shall take all necessary actions to nominate the Appointee as a director for election to the Board at the 2025 Annual Meeting, to list the Appointee in the proxy statement and the proxy card prepared, filed and delivered in connection with the 2025 Annual Meeting and to solicit proxies for the election of the Appointee at the 2025 Annual Meeting in the same manner as it solicits proxies for the election of the Company’s other director nominees, and recommend for election the Appointee at the 2025 Annual Meeting in the same manner as it recommends for the election of the Company’s other director nominees. (f) Notwithstanding anything to the contrary, (i) if Appointee is not elected to the Board at the 2025 Annual Meeting, Section 2 of this Agreement (including all provisions thereunder) and Section 5 shall automatically terminate in their entirety and have no further force and (ii) if the Company notifies Stockholder in writing at least ten (10) business days prior to the expiration of the Standstill Period that it intends to nominate Appointee as a director for election at the Company’s 2026 Annual Meeting, (A) all references in Section 1(d) and 1(e) to the “2025 Annual Meeting” shall be deemed to refer to the “2026 Annual Meeting” and (B) the reference to the “2026 Annual Meeting” in Section 2(a) shall be deemed to be the “2027 Annual Meeting” (i.e., the Standstill Period shall be deemed extended for an additional approximate one year); provided that, if such notification is made but Appointee is not elected to the Board at the 2026 Annual Meeting, then Section 2 of this Agreement (including all provisions thereunder) and Section 5 shall automatically terminate in their entirety and have no further force and effect.any

Board Representation and Board Matters. (a) The Concurrently with the execution of this Agreement, the Company currently has one (1) vacancy on and the Board have (i) increased the size of the Board by two directors and has appointed (ii) elected Xxxxx Xxxxxxxx (the Appointee “Shareholder Designee”) to fill this vacancyone of the newly created vacancies. The Appointee Shareholder Designee shall become a director of the Company effective immediately upon execution of this Agreement. The Shareholder Designee has previously executed and delivered to the Company (x) a completed director and officer questionnairequestionnaire (the “D&O Questionnaire”), in the form provided to Stockholderprovided, (y) an executed letter in the form attached hereto as Exhibit A (the “Nominee Letter”) and (z) an executed irrevocable resignation in the form attached hereto as Exhibit B (the “Resignation Letter” and together with the D&O Questionnaire and the Nominee Letter, the “Nomination Documents”). (b) Subject to Shareholder’s and Shareholder Affiliates’ compliance with Section 2, the Company will include the Shareholder Designee in its slate of nominees for election as directors of the Company at the Company’s 2018 annual meeting of shareholders (the “2018 Annual Meeting”) and, if the Shareholder Designee agrees to serve, at the 2019 annual meeting of shareholders (the “2019 Annual Meeting”). (c) Subject to Shareholder’s and Shareholder Affiliates’ compliance with Section 2, the Company will use reasonable best efforts to cause the election of the Shareholder Designee to the Board at the 2018 Annual Meeting, and, if the Shareholder Designee agrees to serve, at the 2019 Annual Meeting (including, for each of the 2018 Annual Meeting and the 2019 Annual Meeting, recommending that the Company’s shareholders vote in favor of the election of the Shareholder Designee (along with all of the Company’s nominees) and otherwise supporting the Shareholder Designee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (d) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board will take all action necessary to appoint the Shareholder Designee as a member of the Nominating and Corporate Governance Committee of the Board (the “N&G Committee”). (e) At all times while serving as a member of the Board, the Appointee Shareholder Designee shall comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s code Code of business conduct Business Conduct and ethicsEthics, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees (all subject to Section 4 of this Agreement)committees. (cf) The Company agrees that the Shareholder Designee shall receive the same benefits of director and officer insurance and any indemnity and exculpation arrangements available generally to the Company’s directors. The Company will execute a director indemnification agreement in favor of the Shareholder Designee upon his or her appointment to the Board, in a form substantially the same as that executed in favor of the Board’s current members. The Shareholder Designee has waived any right to receive compensation for service as a director of the Company pursuant to the Company’s director compensation policy, including any stock or cash compensation. (g) Should the Shareholder Designee be rendered unable to serve on the Board at any time, the Company shall, at the request of Shareholder, add as a member of the Board a replacement that is selected by Shareholder and approved by the Board (a “Replacement”), such approval not to be unreasonably withheld, delayed or conditioned. Any such Replacement who becomes a Board member in replacement of the Shareholder Designee shall be deemed to be the Shareholder Designee for all purposes under this Agreement, and the Replacement, prior to his or her appointment to the Board, shall be required to provide to the Company equivalent Nomination Documents and meet with representatives of the Nominating and Corporate Governance Committee of the Board in accordance with the practices of the Board and the Nominating and Corporate Governance Committee. (h) If at any time after the date hereof, Shareholder, together with all controlled Affiliates of the members of Shareholder (such controlled Affiliates, collectively and individually, the “Shareholder Affiliates”), ceases collectively to Beneficially Own, an aggregate of at least 5% of the number of shares of Common Stock then outstanding, the Resignation Letter previously provided by the Shareholder Designee in the form of Exhibit B shall become effective, and the Company shall have no further obligations under this Section 1. Shareholder shall keep the Company regularly apprised of the Beneficial Ownership of Shareholder and the Shareholder Affiliates to the extent that such position differs by 1% or more from the ownership positions publicly reported on Shareholder’s Schedule 13D and amendments thereto. (i) If at any time after the date hereof Stockholder and prior to the expiration or termination of the Standstill Period, Shareholder or any of the Stockholder Shareholder Affiliates breaches in any material respect any of the terms of this Agreement Agreement, the Company in good faith notifies Shareholders or the applicable Shareholder Affiliates of such breach, and (A) if Shareholder or such breach is curable, Shareholder Affiliate fails to cure such breach within five twenty business days following the receipt of written notice thereof from the Company specifying such breach (it being understood that breaches that by their nature cannot be reversed or (B) undone shall be deemed to have been cured for purposes hereof if such breach is not curable, immediately upon the receipt Shareholder or a Shareholder Affiliate has taken commercially reasonable actions to reduce the adverse impact of written notice thereof from the Company specifying such breach), the Appointee Resignation Letter previously provided by the Shareholder Designee shall resign immediately become effective, and the Company shall have no further obligations under this Section 1. (d) Upon the execution of this Agreement, Stockholder irrevocably agrees not to (i) nominate any person for election at the 2025 Annual Meeting, (ii) submit any proposal for consideration at, or bring any other business before, the 2025 Annual Meeting, directly or indirectly, or (iii) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2025 Annual Meeting, directly or indirectly, and shall not permit any of its Affiliates to do any of the items in this Section 1(d). Stockholder shall not publicly or privately encourage or support any other stockholder or third party to take any of the actions described in this Section 1(d). (ej) The Company agrees that, unless (x) the Board otherwise determines in good faith that it would not be in the best interests of the Company or its stockholders and/or (y) the Stockholder’s Net Long Position is less than nine percent (9.0%) (expressed as a percentage of the Company’s then outstanding shares of Common Stock) as of any date between promptly after the date hereof and the filing of the proxy statement for the 2025 Annual Meeting, it shall take all necessary actions action to nominate cause the Appointee as obligations of its insurers providing directors’ and officers’ insurance to be primary to any (1) directors’ and officers’ insurance policy issued to Shareholder or a director for election to the Board at the 2025 Annual Meeting, to list the Appointee in the proxy statement and the proxy card prepared, filed and delivered in connection with the 2025 Annual Meeting and to solicit proxies for the election of the Appointee at the 2025 Annual Meeting in the same manner as it solicits proxies for the election of the Company’s other director nomineesShareholder Affiliate, and recommend for election the Appointee at the 2025 Annual Meeting in the same manner as it recommends for the election of the Company’s other director nominees(2) advancement or indemnification rights provided by Shareholder or a Shareholder Affiliate. (f) Notwithstanding anything to the contrary, (i) if Appointee is not elected to the Board at the 2025 Annual Meeting, Section 2 of this Agreement (including all provisions thereunder) and Section 5 shall automatically terminate in their entirety and have no further force and (ii) if the Company notifies Stockholder in writing at least ten (10) business days prior to the expiration of the Standstill Period that it intends to nominate Appointee as a director for election at the Company’s 2026 Annual Meeting, (A) all references in Section 1(d) and 1(e) to the “2025 Annual Meeting” shall be deemed to refer to the “2026 Annual Meeting” and (B) the reference to the “2026 Annual Meeting” in Section 2(a) shall be deemed to be the “2027 Annual Meeting” (i.e., the Standstill Period shall be deemed extended for an additional approximate one year); provided that, if such notification is made but Appointee is not elected to the Board at the 2026 Annual Meeting, then Section 2 of this Agreement (including all provisions thereunder) and Section 5 shall automatically terminate in their entirety and have no further force and effect.

Board Representation and Board Matters. (a) The Concurrently with the execution of this Agreement, the Company currently has one (1) vacancy on and the Board have (i) increased the size of the Board by one director and has appointed (ii) elected Xxxxxx Xxxxxx (the Appointee “Shareholder Designee”) to fill this the newly created vacancy. The Appointee Shareholder Designee shall become a director of the Company effective immediately upon execution of this Agreement. The Shareholder Designee has previously executed and delivered to the Company (x) a completed director and officer questionnairequestionnaire (the “D&O Questionnaire”), in the form provided provided, (y) an executed letter in the form attached hereto as Exhibit A (the “Nominee Letter”) and (z) an executed irrevocable resignation in the form attached hereto as Exhibit B (the “Resignation Letter” and together with the D&O Questionnaire and the Nominee Letter, the “Nomination Documents”). Based on the Nomination Documents delivered by the Shareholder Designee, the Company and the Board have determined that Xx. Xxxxxx qualifies as “independent” pursuant to Stockholderthe independence standards of the New York Stock Exchange and SEC rules. (b) Subject to Shareholder’s and Shareholder Affiliates’ (as defined below) compliance with Section 2, the Company will elect the Shareholder Designee and, if the Shareholder Designee agrees to serve, include the Shareholder Designee in its slate of nominees for re-election as a director at the 2019 annual meeting of shareholders of the Company (the “2019 Annual Meeting”). (c) Subject to Shareholder’s and Shareholder Affiliates’ compliance with Section 2, the Company will use reasonable best efforts to cause the election of the Shareholder Designee at the 2019 Annual Meeting (including recommending that the Company’s shareholders vote in favor of the election of the Shareholder Designee (along with all of the Company’s nominees) and otherwise supporting the Shareholder Designee for election in a manner no less rigorous and favorable than the manner in which the Company supports any other independent director nominee). (d) Immediately following the execution of this Agreement, the Board and all applicable committees of the Board will take all action necessary to appoint the Shareholder Designee as a member of the Nominating and Governance Committee of the Board. Following such appointment and subject to the Board’s determination that the Shareholder Designee continues to qualify as “independent” pursuant to the applicable independence standards of the New York Stock Exchange and SEC rules, the Board and the Company shall cause the Shareholder Designee to remain a member of the Nominating and Governance Committee at all times the Shareholder Designee serves as a member of the Board as contemplated by this Agreement. (e) At all times while serving as a member of the Board, the Appointee Shareholder Designee shall comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to non-management Board members, including the Company’s code Code of business conduct Business Conduct and ethicsEthics, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelinesguidelines (collectively, the “Company Policies”), and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees committees. Except as may otherwise be required by the SEC, stock exchange listing rules or applicable law, the Company agrees that (all subject i) it will not amend any of the Company Policies in any manner for the purpose of disqualifying the Shareholder Designee and (ii) any changes to Section 4 the Company Policies, or new Company Policies, will be adopted in good faith and not for the purpose of undermining or conflicting with the arrangements contemplated by this Agreement. The Company has made available to the Shareholder Designee copies of the Company Policies as in effect on the date of this Agreement). (cf) The Company agrees that the Shareholder Designee shall receive the same benefits of director and officer insurance and any indemnity and exculpation arrangements available generally to the Company’s directors. The Company will execute a director indemnification agreement in favor of the Shareholder Designee upon his or her appointment to the Board, in a form substantially the same as that executed in favor of the Board’s current members. The Shareholder Designee has waived any right to receive compensation for service as a director of the Company pursuant to the Company’s director compensation policy, including any stock or cash compensation. (g) Should the Shareholder Designee be unable or unwilling to serve on the Board at any time, the Company shall, at the request of Shareholder, add as a member of the Board a qualified replacement that is selected by Shareholder and approved by the Board (by vote of the Disinterested Directors) (a “Replacement”), such approval not to be unreasonably withheld, delayed or conditioned. Any such Replacement who becomes a Board member in replacement of the Shareholder Designee shall be deemed to be the Shareholder Designee for all purposes under this Agreement, and the Replacement, prior to his or her appointment to the Board, shall be required to provide to the Company equivalent Nomination Documents and meet with representatives of the Nominating and Governance Committee of the Board in accordance with the customary practices of the Board and the Nominating and Governance Committee. Subject to the Board’s determination that the Replacement qualifies as “independent” pursuant to the applicable independence standards of the New York Stock Exchange and SEC rules, the Company and the Board shall promptly take all necessary action to cause the election of any Replacement to the Board and the Nominating and Governance Committee of the Board. (h) If at any time after the date hereof Stockholder hereof, Shareholder, together with all controlled Affiliates of the members of Shareholder (such controlled Affiliates, collectively and individually, the “Shareholder Affiliates”), ceases collectively to Beneficially Own the lesser of (x) an aggregate of at least 5% of the shares of Common Stock then outstanding and (y) an aggregate of 2,324,906 shares of Common Stock (the “Ownership Condition”), the Resignation Letter previously provided by the Shareholder Designee in the form of Exhibit B shall become effective and the Board (by vote of the Disinterested Directors) shall have the option to accept such resignation in its sole discretion, and the Company shall have no further obligations under this Section 1. During the Standstill Period (as defined below), Shareholder shall (i) notify the Company within five business days if it ceases to satisfy the Ownership Condition, and (ii) prior to a Public Listing (as defined below), promptly notify the Company in writing if the Beneficial Ownership of Shareholder and the Shareholder Affiliates changes by 1% or more from the ownership positions previously reported to the Company in writing. (i) If at any time after the date hereof, Shareholder or any of the Stockholder Shareholder Affiliates breaches in any material respect any of the terms of this Agreement Agreement, the Company in good faith notifies Shareholders or the applicable Shareholder Affiliates of such breach, and (A) if Shareholder or such breach is curable, Shareholder Affiliate fails to cure such breach within five twenty business days following the receipt of written notice thereof from the Company specifying such breach (it being understood that unintentional breaches of this Agreement that by their nature cannot be reversed or (B) undone shall be deemed to have been cured for purposes hereof if such breach is not curable, immediately upon Shareholder or a Shareholder Affiliate has taken commercially reasonable actions to reduce the receipt adverse impact of written notice thereof from the Company specifying such breach), the Appointee Resignation Letter previously provided by the Shareholder Designee in the form of Exhibit B shall resign immediately become effective and the Board (by vote of the Disinterested Directors) shall have the option to accept such resignation in its sole discretion, and the Company shall have no further obligations under this Section 1. (d) Upon the execution of this Agreement, Stockholder irrevocably agrees not to (i) nominate any person for election at the 2025 Annual Meeting, (ii) submit any proposal for consideration at, or bring any other business before, the 2025 Annual Meeting, directly or indirectly, or (iii) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2025 Annual Meeting, directly or indirectly, and shall not permit any of its Affiliates to do any of the items in this Section 1(d). Stockholder shall not publicly or privately encourage or support any other stockholder or third party to take any of the actions described in this Section 1(d). (ej) The Company agrees that, unless (x) the Board otherwise determines in good faith that it would not be in the best interests of the Company or its stockholders and/or (y) the Stockholder’s Net Long Position is less than nine percent (9.0%) (expressed as a percentage of the Company’s then outstanding shares of Common Stock) as of any date between promptly after the date hereof (and promptly following the filing appointment of the proxy statement for the 2025 Annual Meeting, it any Replacement) shall take all necessary actions action to nominate cause the Appointee obligations of its insurers providing directors’ and officers’ insurance to be primary to any (1) directors’ and officers’ insurance policy issued to Shareholder or a Shareholder Affiliate, and (2) advancement or indemnification rights provided by Shareholder or a Shareholder Affiliate. The Company promptly after the date hereof shall use its commercially reasonable efforts to amend such policies to clarify that such insurance is primary. (k) Shareholder acknowledges, on behalf of itself and the Shareholder Affiliates, that the Shareholder Designee (or Replacement, as applicable) shall have all of the rights and obligations, including fiduciary duties to the Company and its shareholders, of a director for election to the Board at the 2025 Annual Meeting, to list the Appointee in the proxy statement under applicable law and the proxy card prepared, filed and delivered in connection with the 2025 Annual Meeting and to solicit proxies for the election of the Appointee at the 2025 Annual Meeting in the same manner as it solicits proxies for the election of the Company’s other director nomineesorganizational documents while such Shareholder Designee (or Replacement, and recommend for election as applicable) is serving on the Appointee at the 2025 Annual Meeting in the same manner as it recommends for the election of the Company’s other director nomineesBoard. (f) Notwithstanding anything to the contrary, (i) if Appointee is not elected to the Board at the 2025 Annual Meeting, Section 2 of this Agreement (including all provisions thereunder) and Section 5 shall automatically terminate in their entirety and have no further force and (ii) if the Company notifies Stockholder in writing at least ten (10) business days prior to the expiration of the Standstill Period that it intends to nominate Appointee as a director for election at the Company’s 2026 Annual Meeting, (A) all references in Section 1(d) and 1(e) to the “2025 Annual Meeting” shall be deemed to refer to the “2026 Annual Meeting” and (B) the reference to the “2026 Annual Meeting” in Section 2(a) shall be deemed to be the “2027 Annual Meeting” (i.e., the Standstill Period shall be deemed extended for an additional approximate one year); provided that, if such notification is made but Appointee is not elected to the Board at the 2026 Annual Meeting, then Section 2 of this Agreement (including all provisions thereunder) and Section 5 shall automatically terminate in their entirety and have no further force and effect.

Board Representation and Board Matters. (a) The Company currently has one Vintage Capital hereby irrevocably withdraws the Nomination Notice (1as defined below) vacancy on with immediate effect. Vintage Capital shall immediately cease all solicitation efforts in connection with the Board and has appointed 2018 Annual Meeting. Vintage Capital shall not file with the Appointee to fill this vacancy. The Appointee has previously executed and delivered SEC, or mail or otherwise deliver to the Company a completed director and officer questionnaireCompany’s stockholders, any proxy statement or proxy card in respect of the form provided to Stockholder2018 Annual Meeting. (b) At The Company will, as promptly as practicable, take all times while serving as a member of action necessary to increase the Board, the Appointee shall comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s code of business conduct and ethics, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings size of the Board or by up to five directors to up to 15 directors such that there would be up to five vacancies on the Board committees and appoint (all subject i) Xxxxxx X. Xxxxxxx (the “Vintage Designee”) (it being understood that the Vintage Designee will be appointed to Section 4 the Board within five days of the date of this Agreement); (ii) pursuant to and in accordance with the Shah Cooperation Agreement, Xxxxxxxx Xxxx and Sing Wang (the “Shah Designees”) (it being understood that the Shah Designees will be appointed to the Board within five days of the date of this Agreement); (iii) one independent director (who shall not be a current employee of, and shall not have been an employee (within one year prior to the date of being designated hereunder) of, Vintage Capital or Shah Capital or any of their Affiliates (collectively, the “Applicable Criteria”)) to be proposed by the Company and reasonably acceptable to Shah Capital and Vintage Capital (the “Company Designee”) (it being understood that the Company Designee will be appointed to the Board within five business days of the later of the agreement of such person to serve as a director and such person being determined to be acceptable); and (iv) one independent director who shall satisfy the Applicable Criteria and shall be mutually acceptable to Vintage Capital, Shah Capital and the Company (the “Independent Designee” and, together with the Vintage Designee, the Shah Designees and the Company Designee, the “New Directors”) (it being understood that the Independent Designee will be appointed to the Board within five business days of the later of the agreement of such person to serve as a director and such person being determined to be acceptable) to fill the five newly created vacancies. If, despite the parties’ good faith efforts to identify the Company Designee or the Independent Designee, either such director has not been identified and approved prior to the filing of the Company’s definitive proxy statement for the 2018 Annual Meeting, such director shall be appointed immediately following the 2018 Annual Meeting or as promptly as practicable thereafter once such director is identified and approved in good faith in accordance with the terms of this Agreement. (c) If at any time after Notwithstanding Section 1(b), the date hereof Stockholder or any Board, following the appointment of the Stockholder Affiliates breaches in any material respect any Vintage Designee and the Shah Designees, will consider not appointing the Company Designee and/or the Independent Designee. If the Board makes such a determination, the term New Directors shall include only the Vintage Designee and the Shah Designees and all references to the size of the terms Board and the number of directors in this Agreement and (A) if such breach is curableshall be reduced by up to two directors, fails to cure such breach within five days following the receipt of written notice thereof from the Company specifying such breach or (B) if such breach is not curable, immediately upon the receipt of written notice thereof from the Company specifying such breach, the Appointee shall resign immediately and the Company shall have no further obligations under this Section 1as applicable. (d) Subject to the exception in the last sentence of Section 1(b) regarding the Company Designee and the Independent Designee, the Company’s slate of nominees for election as directors of the Company at the 2018 Annual Meeting and the Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting”) shall include the New Directors (or any respective Replacements thereof). The Company will use reasonable best efforts to cause the election of the New Directors (or any respective Replacements thereof) to the Board at the 2018 Annual Meeting and 2019 Annual Meeting (including, in each case, recommending that the Company’s stockholders vote in favor of the election of the New Directors (or any respective Replacements thereof) (along with all of the Company’s other nominees) and otherwise supporting the New Directors (and any respective Replacements thereof) for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees). At the 2018 Annual Meeting, the only matters to appear on the agenda of the meeting will be: (1) the election of directors; (2) an advisory and non-binding vote to approve named executive officer compensation; (3) the approval of the Company’s 2018 Long-Term Incentive Plan; (4) the amendment and restatement of the Company’s 2010 Employee Stock Purchase Plan; and (5) the ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm of the Company. (e) Upon the resignation of Xxxxx Xxxxx, the current Chief Executive Officer of the Company, the Company shall cause Xx. Xxxxx to resign from the Board and all committees thereof, and the Company shall immediately reduce the size of the Board by one director. Upon the appointment of a successor Chief Executive Officer, the Company will increase the size of the Board by one director, and will appoint the successor Chief Executive Officer to the Board. (f) The Company shall hold the 2018 Annual Meeting not later than June 30, 2018. At the 2018 Annual Meeting, four of the directors serving on the Board on the date hereof (other than the Chief Executive Officer or the New Directors) shall not be nominated for re-election as directors by the Company. After the 2018 Annual Meeting and prior to the completion of the 2019 Annual Meeting, the Board shall not increase the size of the Board to more than 11 directors. (g) Should the Vintage Designee resign from the Board or become unable to serve on the Board for any reason before the completion of the 2019 Annual Meeting, Vintage Capital will have the right to appoint to the Board a replacement director (a “Replacement”) who shall meet the Applicable Criteria and be reasonably acceptable to the Board. (h) Should either the Company Designee or the Independent Designee resign from the Board or become unable to serve on the Board for any reason before the completion of the 2019 Annual Meeting, Vintage Capital, Shah Capital and the Company shall mutually agree on a Replacement who shall meet the Applicable Criteria. (i) The appointment of a Replacement will be subject to a customary due diligence process by the Board (including the review of a completed D&O questionnaire (in the Company’s standard form), interviews with members of the Board (if requested) and a customary background check). The Company will use its reasonable best efforts to complete its approval process as promptly as practicable and in any event within 10 business days following receipt of all necessary information and conclusion of interviews. Except as otherwise specified in this Agreement, upon the appointment to the Board of a Replacement for the Vintage Designee, all references in this Agreement to the term “Vintage Designee” will include such Replacement. (j) Each New Director will be entitled to the same director benefits as other members of the Board, including (i) compensation for his or her service as a director and reimbursement for his or her expenses on the same basis as all other non-employee directors of Company; (ii) equity-based compensation grants and other benefits, if any, on the same basis as all other non-employee directors of Company; and (iii) the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of Company as such rights may exist from time to time. (k) Notwithstanding anything to the contrary in this Agreement, no New Director, during his or her service as a director of Company, will be prohibited from acting in his or her capacity as a director or from complying with his or her fiduciary duties as a director of Company (including voting on any matter submitted for consideration by the Board, participating in deliberations or discussions of the Board, and making suggestions or raising any issues or recommendations to the Board). (l) Prior to the appointment of the New Directors, the Board will take all action necessary to determine that each New Director is deemed to be (i) a member of the “incumbent board” (or similar term) for purposes of the Company’s contracts and agreements; and (ii) a member of the Board as of the beginning of any applicable two-year measurement period for the purposes of any applicable “change of control” (or similar term) concept in the Company’s contracts and agreements. (m) Effective immediately upon the execution of this Agreement, Stockholder irrevocably agrees not to (i) nominate any person for election at Vintage Capital and Shah Capital hereby dissolve the 2025 Annual Meeting, (ii) submit any proposal for consideration at, or bring any other business before, the 2025 Annual Meeting, directly or indirectly, or (iii) initiate, encourage or participate in any “withhold” or similar campaign with respect 13D Group and shall promptly file an amendment to the 2025 Annual Meeting, directly or indirectly, and shall not permit any of its Affiliates to do any of Schedule 13D that dissolves the items in this Section 1(d). Stockholder shall not publicly or privately encourage or support any other stockholder or third party to take any of 13D Group (the actions described in this Section 1(d“Dissolution 13D”). (e) The Company agrees that, unless (x) the Board otherwise determines in good faith that it would not be in the best interests of the Company or its stockholders and/or (y) the Stockholder’s Net Long Position is less than nine percent (9.0%) (expressed as a percentage of the Company’s then outstanding shares of Common Stock) as of any date between the date hereof and the filing of the proxy statement for the 2025 Annual Meeting, it shall take all necessary actions to nominate the Appointee as a director for election to the Board at the 2025 Annual Meeting, to list the Appointee in the proxy statement and the proxy card prepared, filed and delivered in connection with the 2025 Annual Meeting and to solicit proxies for the election of the Appointee at the 2025 Annual Meeting in the same manner as it solicits proxies for the election of the Company’s other director nominees, and recommend for election the Appointee at the 2025 Annual Meeting in the same manner as it recommends for the election of the Company’s other director nominees. (f) Notwithstanding anything to the contrary, (i) if Appointee is not elected to the Board at the 2025 Annual Meeting, Section 2 of this Agreement (including all provisions thereunder) and Section 5 shall automatically terminate in their entirety and have no further force and (ii) if the Company notifies Stockholder in writing at least ten (10) business days prior to the expiration of the Standstill Period that it intends to nominate Appointee as a director for election at the Company’s 2026 Annual Meeting, (A) all references in Section 1(d) and 1(e) to the “2025 Annual Meeting” shall be deemed to refer to the “2026 Annual Meeting” and (B) the reference to the “2026 Annual Meeting” in Section 2(a) shall be deemed to be the “2027 Annual Meeting” (i.e., the Standstill Period shall be deemed extended for an additional approximate one year); provided that, if such notification is made but Appointee is not elected to the Board at the 2026 Annual Meeting, then Section 2 of this Agreement (including all provisions thereunder) and Section 5 shall automatically terminate in their entirety and have no further force and effect.

Board Representation and Board Matters. (a) The Company currently has one and the Icahn Group agree as follows: (1i) vacancy the Company shall take or shall have taken all necessary action to appoint Xxxxx Xxxx and Xxxxxx Xxxxxx (Messrs. Xxxx and Xxxxxx, collectively, the “Icahn Designees” and each an “Icahn Designee”) as observers (“Observers”) to the Board of Directors of the Company (the “Board”), effective as of February 26, 2024 (the “Observer Effective Date”); (ii) that immediately following the 2024 annual meeting of stockholders of the Company (the “2024 Annual Meeting”), the Company shall take all necessary action to increase the size of the Board by two (2) seats to thirteen (13) seats, and appoint the Icahn Designees to fill the resulting vacancies, each with a term expiring at the 2025 annual meeting of stockholders of the Company, or until their earlier death, resignation, disqualification or removal. From the date hereof until the date of the 2024 Annual Meeting, the size of the Board shall not exceed eleven (11) directors; (iii) during the period commencing on the Observer Effective Date until the appointment of the Observers to the Board, the Observers shall receive, contemporaneous with any distribution to the Board, on a confidential and restricted basis, copies of all documents distributed to the Board, including notice of all meetings of the Board, all written consents of the Board, all materials prepared for consideration at any meeting of the Board, and all minutes related to each meeting of the Board. Subject to the other provisions of this Section 1(a)(iii), the Observers shall be permitted to attend and reasonably participate, but not vote, at all meetings of the Board and has appointed the Appointee to fill this vacancy(whether such meetings are held in person, telephonically or otherwise). The Appointee Observers shall confirm their attendance at any such meeting as promptly as practicable following receipt of the notice of such meeting (and, in any event, at least three (3) business days prior to the meeting). Notwithstanding the foregoing, the Company will be entitled to withhold any information and exclude the Observers from any Board or Board committee meeting, or any portion thereof, as is reasonably determined by the Company to be necessary to protect matters of the Company’s attorney-client privilege; (iv) the Icahn Group shall not conduct a proxy contest or engage in any solicitation of proxies regarding any matter, including the election of directors, with respect to the 2024 Annual Meeting; (v) that as a condition to the Icahn Designees’ (and any Replacement Designees’) appointment to the Board (or to act as Observers) and any subsequent nomination for election, the Icahn Designees each agree (and the Icahn Group agrees to cause the Icahn Designees and any Replacement Designees) to provide to the Company, prior to nomination and appointment and on an on-going basis while serving as a member of the Board (or acting as Observers), such information and materials as the Company routinely receives from other members of the Board or as is required to be disclosed in proxy statements under applicable law or as is otherwise reasonably requested by the Company from time to time from all members of the Board in connection with the Company’s legal, regulatory, auditor or stock exchange requirements, including, but not limited to, a completed D&O Questionnaire in the form separately provided by the Company to the Icahn Group (the “Nomination Documents”); (vi) that, subject to Section 1(c) below, should any Icahn Designee resign from his position as a Board member or an Observer, as applicable, or be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or is not serving, as a Board member or an Observer, as applicable, as long as the Icahn Group has previously executed not materially breached this Agreement and delivered failed to cure such breach within five (5) business days of written notice from the Company specifying any such breach, the Icahn Group shall be entitled to designate, and the Company shall cause to be added as a member of the Board or as an Observer, as applicable, a replacement that is approved by the Board, such approval not to be unreasonably withheld, conditioned or delayed (an “Acceptable Person”) (and if such proposed designee is not an Acceptable Person, the Icahn Group shall be entitled to continue designating a recommended replacement until such proposed designee is an Acceptable Person) (a “Replacement Designee”). Any such Replacement Designee who becomes a Board member or an Observer, as applicable, in replacement of any Icahn Designee shall be deemed to be an Icahn Designee for all purposes under this Agreement and, as a condition to being appointed to the Board, shall be required to sign a customary joinder to this Agreement; (vii) for the avoidance of doubt, the Board’s approval of a Replacement Designee pursuant to Section 1(a)(vi) shall not be considered unreasonably withheld if such replacement: (A) does not qualify as “independent” pursuant to the Nasdaq Rules (as defined below), (B) does not have the relevant financial and business experience to be a director of the Company, (C) does not satisfy the requirements of applicable law or as set forth in the Company Policies (as defined below), in each case as in effect as of the date of this Agreement or such additional or amended guidelines and policies approved by the Board that are applicable to all directors of the Company, or (D) serves on the board of directors or as an employee or otherwise has a material relationship with a competitor, supplier, customer or other entity which could create a potential conflict with the interests of the Company (collectively clauses (A) through (D), the “Director Criteria”); provided that (i) no new Director Criteria will be adopted that would have prevented the Icahn Designees from becoming directors had such criteria been in effect as of the date of this Agreement, and (ii) based on the information which the Icahn Group and the Icahn Designees have provided to the Company as of the date of this Agreement, the Company acknowledges that Xxxxx Xxxx and Xxxxxx Xxxxxx each are deemed to satisfy the requirements of Section 1(a)(vii)(B); (viii) that (A) for any annual meeting of stockholders subsequent to the 2024 Annual Meeting, the Company shall notify the Icahn Group in writing no less than thirty (30) days before the advance notice deadline set forth in the Company’s Amended and Restated Bylaws whether the Icahn Designees (or Icahn Designee if the other Ichan Designee has resigned subject to Section 1(c)(x)) will be nominated by the Company for election as directors at such annual meeting and (B) if the Icahn Designee(s) are to be so nominated, shall use reasonable best efforts to cause the election of the Icahn Designee(s) so nominated by the Company (including by (x) recommending that the Company’s stockholders vote in favor of the election of the Icahn Designee(s), (y) including the Icahn Designee(s) in the Company’s proxy statement and proxy card for such annual meeting and (z) otherwise supporting the Icahn Designee(s) for election in a completed director manner no less rigorous and officer questionnairefavorable than the manner in which the Company supports its other nominees in the aggregate), and the Icahn Group agrees not to conduct a proxy contest or engage in any solicitation of proxies regarding any matter, including the election of directors, with respect to any such annual meeting at which the Company has nominated Icahn Designee(s) and such Icahn Designee(s) have consented to being named, and are named, in the form proxy statement relating to such annual meeting; (ix) that as of the date of this Agreement, the Company represents and warrants that, (A) prior to the Board appointing the Icahn Designees as directors, the Board is composed of eleven (11) directors and that there are no vacancies on the Board, and (B) immediately after the Board appoints the Icahn Designees as directors, the Board will be composed of thirteen (13) directors and that there will be no vacancies on the Board; (x) that from and after the date of this Agreement, so long as an Icahn Designee is an Observer or a member of the Board, any Board consideration of appointment and employment of the Chief Executive Officer or Chief Financial Officer of the Company, mergers and acquisitions of material assets, or dispositions of material assets, or similar extraordinary transactions, such consideration, and voting with respect thereto shall take place only at the full Board level or in committees of which one of the Icahn Designees is an Observer or member (for the avoidance of doubt, nothing in this Agreement changes, amends, or modifies the authority, duties and obligations of the Compensation Committee of the Board); (xi) each of the Icahn Designees confirms that he or she will recuse himself or herself from such portions of Board or committee meetings, if any, involving actual conflicts between the Company and the Icahn Group. Promptly following the receipt of the Nomination Documents, the Board shall make a determination as to whether the Icahn Designees, based solely upon the representations provided by the Icahn Group in Section 7 of this Agreement and the information provided to Stockholderthe Board by the Icahn Designees in the Nomination Documents, are independent under the Board’s independence guidelines, the independence requirements of Nasdaq (the “Nasdaq Rules”), and the independence standards applicable to the Company under paragraph (a)(1) of Item 407 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As applicable, the Icahn Designees (and the Replacement Designees) will comply with any additional requirements under the federal securities laws with respect to any specific committee on which they may serve; (xii) that, to the extent permitted by law and the Company’s existing insurance coverage, from and after the time the Icahn Designees are Observers, (x) the Icahn Designees shall be covered by the same indemnification and insurance provisions and coverage as are applicable to the individuals that are currently directors of the Company, and at such time the Icahn Designees are no longer members of the Board, then the same indemnification and insurance provisions and coverage as are applicable to former directors of the Company; and (y) the Ichan Designees shall receive the same compensation for service as the compensation received by other non-management directors on the Board, provided that such compensation shall be paid in arrears beginning at or following the time at which the Icahn Designees are appointed to the Board in accordance with Section 1(a)(ii); and (xiii) subject to compliance with all stock exchange rules and following the appointment of the Icahn Designees to the Board, the Board will consider appropriate appointments for the Icahn Designees to applicable Board committees as they would consider such appointments for other Board candidates. Notwithstanding the foregoing, the Company acknowledges that for so long as the Icahn Designees are Observers or members of the Board, the Icahn Designees shall have the same rights as any other director with respect to being permitted to attend (as an observer and without voting rights) any committee meeting regardless of whether such director is a member of such committee, except in cases where privileged matters will be discussed or reviewed (unless the Icahn Designees commit, in writing, on terms reasonably satisfactory to the Company, not to share information relating to such matters with the Icahn Group, including its Affiliates, Associates and representatives), where the matters under consideration involve an actual conflict of interest between the Company and the Icahn Group or its Affiliates or Associates, or where, upon advice of outside counsel to the Company, the Icahn Designees attendance would jeopardize any legal privilege. Notwithstanding the foregoing, the Icahn Designees shall not be entitled to materials prepared by or for the Company or the Board in connection with its consideration and evaluation of the Icahn Group or the Icahn Designees or its negotiation of this Agreement. (b) At all times while serving from the date of this Agreement through the termination of their service as a member of the Board, each of the Appointee Icahn Designees shall comply with all written policies, procedures, processes, codes, rules, standards and guidelines applicable to all non-employee Board membersmembers and of which the Icahn Designees have been provided written copies in advance (or which have been filed with the Securities and Exchange Commission (“SEC”) or posted on the Company’s website), including the Company’s code Code of business conduct Conduct, Anti-Bribery & Corruption Policy, Xxxxxxx Xxxxxxx Policy and ethicsCorporate Governance Guidelines and its other corporate policies (collectively, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelinesthe “Company Policies”), and shall preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees (all subject except to the extent permitted in the Confidentiality Agreement (as defined below) to be entered into pursuant to Section 4 5 of this Agreement). In addition, each of the Icahn Designees is aware of and shall act in accordance with his or her fiduciary duties with respect to the Company. For the avoidance of doubt, the parties agree that notwithstanding the terms of any Company Policies, in no event shall any Company Policy apply to the Icahn Group, other than the Icahn Designees in their capacity as members of the Board or as provided in the Confidentiality Agreement or may be agreed with the Icahn Group from time to time. (c) If Any provision in this Agreement to the contrary notwithstanding, if at any time after the date hereof Stockholder or any of the Stockholder Affiliates breaches in any material respect any of the terms of this Agreement and (A) if such breach is curable, fails to cure such breach within five days following the receipt of written notice thereof from the Company specifying such breach or (B) if such breach is not curable, immediately upon the receipt of written notice thereof from the Company specifying such breach, the Appointee shall resign immediately and the Company shall have no further obligations under this Section 1. (d) Upon the execution of this Agreement, Stockholder irrevocably agrees not the Icahn Group, together with any Icahn Affiliates (as defined below), ceases collectively to beneficially own (i) nominate any person for election at the 2025 Annual Meeting, (ii) submit any proposal for consideration at, or bring any other business beforeall purposes in this Agreement, the 2025 Annual Meeting, directly or indirectly, or terms “beneficially own” and “beneficial ownership” shall have the meaning ascribed to such terms as defined in Rule 13d-3 (iiias in effect from time to time) initiate, encourage or participate in any “withhold” or similar campaign with respect to promulgated by the 2025 Annual Meeting, directly or indirectly, and shall not permit any of its Affiliates to do any of SEC under the items in this Section 1(d). Stockholder shall not publicly or privately encourage or support any other stockholder or third party to take any of the actions described in this Section 1(d). (eExchange Act) The Company agrees that, unless (x) at least 20,356,619 shares of Common Stock of the Company, at a par value per share of $0.01 (“Common Shares”) (as adjusted for any stock dividends, combinations, splits, recapitalizations and similar type events) (which shall increase by the number of Common Shares equal to 6% times the number of Common Shares that the Icahn Group acquires record or beneficial ownership of in excess of 33,621,735 Common Shares), (1) one of the Icahn Designees (or, if applicable, his or her Replacement Designee) shall, and the Icahn Group shall cause such Icahn Designee to, promptly tender his or her resignation from the Board otherwise determines in good faith that it would not be in the best interests or as an Observer, as applicable, and any committee of the Company Board on which he or its stockholders and/or she then sits and (2) the Icahn Group shall not have the right to replace such Icahn Designee; or (y) in at least 10,178,309 Common Shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and similar type events) (which shall increase by the Stockholder’s number of Common Shares equal to 3% times the number of Common Shares that the Icahn Group acquires record or beneficial ownership of in excess of 33,621,735 Common Shares), (1) each of the Icahn Designees (or, if applicable, his or her Replacement Designee) shall, and the Icahn Group shall cause such Icahn Designee to, promptly tender his or her resignation from the Board or as an Observer, as applicable, and any committee of the Board on which he or she then sits and (2) the Icahn Group shall not have the right to replace such Icahn Designee(s). The Icahn Group, upon request, shall keep the Company regularly apprised of the Net Long Position is less than nine percent (9.0%) (expressed as a percentage and any Synthetic Position of the CompanyIcahn Group and the Icahn Affiliates to the extent that such position differs from the ownership positions publicly reported on the Icahn Group’s then outstanding shares Schedule 13D and amendments thereto or, in the event the Icahn Group is no longer required to file or update a Schedule 13D regarding its ownership of Common Stock) as of any date between the date hereof and the filing of the proxy statement for the 2025 Annual Meeting, it shall take all necessary actions to nominate the Appointee as a director for election to the Board at the 2025 Annual Meeting, to list the Appointee in the proxy statement and the proxy card prepared, filed and delivered in connection with the 2025 Annual Meeting and to solicit proxies for the election of the Appointee at the 2025 Annual Meeting in the same manner as it solicits proxies for the election of the Company’s other director nominees, and recommend for election the Appointee at the 2025 Annual Meeting in the same manner as it recommends for the election of the Company’s other director nominees. (f) Notwithstanding anything to the contrary, (i) if Appointee is not elected to the Board at the 2025 Annual Meeting, Section 2 of this Agreement (including all provisions thereunder) and Section 5 shall automatically terminate in their entirety and have no further force and (ii) if the Company notifies Stockholder in writing at least ten (10) business days prior to the expiration of the Standstill Period that it intends to nominate Appointee as a director for election at the Company’s 2026 Annual Meeting, (A) all references in Section 1(d) and 1(e) to the “2025 Annual Meeting” shall be deemed to refer to the “2026 Annual Meeting” and (B) the reference to the “2026 Annual Meeting” in Section 2(a) shall be deemed to be the “2027 Annual Meeting” (i.e.Shares, the Standstill Period shall be deemed extended for an additional approximate one year); provided that, if such notification is made but Appointee is not elected to the Board at the 2026 Annual Meeting, then Section 2 of this Agreement (including all provisions thereunder) and Section 5 shall automatically terminate in their entirety and have no further force and effect.Icahn Group’s Form 13F.