JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • February 1st, 2017 • Elliott Associates, L.P. • New York
Contract Type FiledFebruary 1st, 2017 Company JurisdictionThis Agreement (this "Agreement") is made and entered into as of January 31, 2017, by and among (i) Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc. (together, "Elliott"), (ii) Christopher L. Ayers, (iii) Elmer L. Doty, (iv) Charles M. Hall, (v) Bernd F. Kessler and (vi) Patrice E. Merrin (each of the foregoing a "Party", and collectively, the "Parties" or the "Group").
ENGAGEMENT AND INDEMNIFICATION AGREEMENTEngagement and Indemnification Agreement • February 1st, 2017 • Elliott Associates, L.P. • New York
Contract Type FiledFebruary 1st, 2017 Company JurisdictionENGAGEMENT AND INDEMNIFICATION AGREEMENT, dated as of January __, 2017 (this "Agreement"), by and among Elliott Associates, L.P., a Delaware limited partnership ("Elliott Associates"), Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International", and together with Elliott Associates, "Elliott"), and ___________________________ ("Nominee").