Common use of Interests in Common Stock Clause in Contracts

Interests in Common Stock. The Investors hereby represent and warrant that, as of the date hereof, they and their Affiliates (as such term is hereinafter defined) are, collectively, the Economic Owners of such number of shares of Common Stock as is accurately and completely set forth (including, without limitation, as to the form of ownership) on Schedule A hereto, and none of the Investors or any of their Affiliates Economically Own any other securities of the Company. During the Standstill Period, Trian Fund Management, L.P. (“TFM”), on behalf of the Investors, shall promptly (and in any event within three business days) notify the Company in writing (a) upon the Investors, together with their Affiliates, ceasing to own, in the aggregate, the Minimum Percentage of shares of Common Stock and (b) upon the Investors, together with their Affiliates, becoming the Economic Owners, in the aggregate, of more than 9.9% of the then outstanding shares of Common Stock (based, in the case of this clause (b), on the number of outstanding shares of Common Stock most recently indicated by the Company as outstanding in (x) any of the Company’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q or definitive proxy statement on Schedule 14A, in each case as filed by the Company with the Securities and Exchange Commission (the “SEC”) or (y) a written notice by the Company to TFM). At any time during the Standstill Period in which (i) the Investors, together with their Affiliates, own, in the aggregate, at least the Minimum Percentage of shares of Common Stock and (ii) the Investors no longer report on Schedule 13D with the SEC the Investors’ Beneficial Ownership of Common Stock, TFM, on behalf of the Investors shall, upon request of the Company (which request shall not be made more than once during any quarterly period), promptly (and no later than five business days after the request is made) provide the Company with a written report specifying the number of shares of Common Stock Economically Owned, in the aggregate, by the Investors together with their Affiliates, as of the close of business on the date immediately preceding such request.

Interests in Common Stock. The Investors hereby represent and warrant to the Company that, as of the date hereof, they and their Affiliates (as such term is hereinafter defined) are, collectively, the Economic Owners of such number of shares of Common Stock as is accurately and completely set forth (including, without limitation, as to the form of ownership) on Schedule A hereto, and none of the Investors or any of their Affiliates Economically Own any other securities of the Company. During the Standstill Period, Trian Fund Management, L.P. (“TFM”), on behalf of the Investors, Investors shall promptly (and in any event within three business days) notify the Company in writing (a) upon the Investors, together with their Affiliates, ceasing selling or disposing of an amount of Physical Shares equal to own, in the aggregate, the Minimum Trigger Percentage of shares of Common Stock and (b) upon the Investors, together with their Affiliates, becoming the Economic Owners, in the aggregate, of more than 9.94.9% of the then outstanding shares of Common Stock (based, in the case of this clause (b), on the number of outstanding shares of Common Stock most recently indicated by the Company as outstanding in (x) any of the Company’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q or definitive proxy statement on Schedule 14A, in each case as filed by the Company with the Securities and Exchange Commission (the “SEC”) or (y) a written notice by the Company to TFMthe Investors). At any time during the Standstill Period in which (i) the InvestorsPeriod, together with their Affiliates, own, in the aggregate, at least the Minimum Percentage of shares of Common Stock and (ii) the Investors no longer report on Schedule 13D with the SEC the Investors’ Beneficial Ownership of Common Stock, TFM, on behalf of the Investors shall, upon written request of the Company (which request shall not be made more than once twice during any quarterly period), promptly (and no later than five business days after the request is madereceived) provide the Company with a written report specifying the number of shares of Common Stock Economically Owned, in the aggregate, by the Investors together with their Affiliates, as of the close of business on the date immediately preceding the receipt of such request.

Interests in Common Stock. The Investors members of the Privet Group hereby represent and warrant to the Company that, as of the date hereof, they and their Affiliates (as such term is hereinafter defined) are, collectively, the Economic Owners of such number of shares of Common Stock as is accurately and completely set forth (including, without limitation, as to the form of ownership) on Schedule A hereto, and none of the Investors members of the Privet Group or any of their Affiliates Economically Own any other securities of the Company. During the Standstill Period, Trian Fund Management, L.P. Period (“TFM”as defined below), on behalf of the Investors, Privet Group shall promptly (and in any event within three business days) notify the Company in writing (a) upon the InvestorsPrivet Group, together with their its Affiliates, ceasing selling or disposing of an amount of Physical Shares (as defined below) equal to own, in the aggregate, the Minimum First Trigger Percentage of shares of Common Stock (as defined below) and (b) upon the InvestorsPrivet Group, together with their its Affiliates, becoming the Economic Owners, in the aggregate, of more than 9.914.9% of the then outstanding shares of Common Stock (based, in the case of this clause (b), on the number of outstanding shares of Common Stock most recently indicated by the Company as outstanding in (x) any of the Company’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q or definitive proxy statement on Schedule 14A, in each case as filed by the Company with the Securities and Exchange Commission (the “SEC”) or (y) a written notice by the Company to TFMthe Privet Group); provided, however, that the Company acknowledges and agrees that the timely filing of a Form 4 by the members of the Privet Group with the SEC in accordance with Section 16 of the Exchange Act (as defined below) shall constitute written notice to the Company. At any time during the Standstill Period in during which (i) the Investors, together with their Affiliates, own, in the aggregate, at least the Minimum Percentage of shares of Common Stock and (ii) the Investors no longer report on Schedule 13D with the SEC the Investors’ Beneficial Ownership of Common Stock, TFM, on behalf members of the Investors Privet Group are not subject to Section 16 of the Exchange Act, the Privet Group shall, upon written request of the Company (which request shall not be made more than once twice during any quarterly period), promptly (and no later than five business days after the request is madereceived) provide the Company with a written report specifying the number of shares of Common Stock Economically Owned, in the aggregate, by the Investors Privet Group together with their its Affiliates, as of the close of business on the date immediately preceding the receipt of such request.